<PAGE>   1
                                                                    EXHIBIT 10.1



                                                                  EXECUTION COPY



                       NOTE AND WARRANT PURCHASE AGREEMENT



                                     between

                               AMN HOLDINGS, INC.,
                                    as Issuer


                                       and



                   BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.,
                                  as Purchaser






                          Dated as of November 19, 1999
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                                TABLE OF CONTENTS

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ARTICLE     I       DEFINITIONS..........................................................................1
         1.01       Definitions..........................................................................1
         1.02       Accounting Terms:  Financial Statements.............................................16

ARTICLE    II       PURCHASE AND SALE OF NOTES AND WARRANTS.............................................17
         2.01       Purchase and Sale of Notes and Warrants.............................................17
         2.02       Purchase Price......................................................................17
         2.03       Intentionally Omitted...............................................................17
         2.04       Closing.............................................................................17

ARTICLE   III       CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE..............................17
         3.01       Representations and Warranties......................................................17
         3.02       Compliance with this Agreement......................................................17
         3.03       Officer's Certificate...............................................................18
         3.04       Secretary's Certificates............................................................18
         3.05       Transaction Documents...............................................................18
         3.06       Financial Matters...................................................................18
         3.07       Insurance...........................................................................19
         3.08       Contracts...........................................................................19
         3.09       Purchase Permitted by Applicable Laws...............................................19
         3.10       Consents and Approvals..............................................................19
         3.11       Consummation of AMN Acquisition, Purchase Price.....................................19
         3.12       Senior Credit Facility..............................................................19
         3.13       Equity Investment...................................................................19
         3.14       No Waivers..........................................................................20
         3.15       No Material Adverse Change..........................................................20
         3.16       Opinion of Counsel..................................................................20
         3.17       Disbursement Instructions...........................................................20

ARTICLE    IV       CONDITIONS TO THE OBLIGATION OF HOLDINGS TO CLOSE...................................20
         4.01       Representations and Warranties True.................................................20
         4.02       Issuance Permitted by Requirements of ..............................................20
         4.03       Consents and Approvals..............................................................20

ARTICLE     V       REPRESENTATIONS AND WARRANTIES OF HOLDINGS..........................................21
         5.01       Corporate Existence and Power.......................................................21
         5.02       Corporate Authorization, No Contravention...........................................21
         5.03       Governmental Authorization; Third Party Consents....................................21
         5.04       Binding Effect......................................................................22
         5.05       Litigation..........................................................................22

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         5.06       No Default or Breach................................................................22
         5.07       ERISA...............................................................................22
         5.08       Disclosure..........................................................................22
         5.09       Capitalization......................................................................23
         5.10       Private Offering....................................................................23
         5.11       Broker's, Finder's or Similar Fees..................................................23
         5.12       Contractual Obligations, etc........................................................23
         5.13       Financial Statements, Solvency......................................................24
         5.14       Acquisition Documents...............................................................25
         5.15       Senior Loan Documents...............................................................25
         5.16       Indebtedness........................................................................25
         5.17       Investments.........................................................................25

ARTICLE    VI       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.....................................26
         6.01       Authorization, No Contravention.....................................................26
         6.02       Corporate Existence and Power.......................................................26
         6.03       Binding Effect......................................................................26
         6.04       Accredited Investor; Purchase for Own Account.......................................26
         6.05       ERISA...............................................................................27
         6.06       Broker's, Finder's or Similar Fees..................................................27
         6.07       Governmental Authorization, Third Party Consent.....................................27
         6.08       Investment Company..................................................................27

ARTICLE   VII       FINANCIAL INFORMATION AND NOTICES; BOARD OBSERVATION RIGHTS.........................28
         7.01       Financial Statements and Other Information..........................................28
         7.02       Board of Directors Observation Rights...............................................30
         7.03       Confidentiality.  ..................................................................31

ARTICLE  VIII       AFFIRMATIVE COVENANTS...............................................................31
         8.01       Preservation of Existence and Franchises............................................31
         8.02       Books and Records...................................................................31
         8.03       Compliance with Law.................................................................32
         8.04       Payment of Taxes and Other Indebtedness.............................................32
         8.05       Insurance...........................................................................32
         8.06       Maintenance of Property.............................................................32
         8.07       Performance of Obligations..........................................................32
         8.08       Use of Proceeds.....................................................................32
         8.09       Inspections.........................................................................33
         8.10       Year 2000 Compliance................................................................33

ARTICLE    IX       NEGATIVE COVENANTS..................................................................33
         9.01       Indebtedness........................................................................33
         9.02       Nature of Business..................................................................34
         9.03       Consolidation, Merger, Dissolution, etc.............................................35
         9.04       Asset Dispositions..................................................................35

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         9.05       Investments.........................................................................35
         9.06       Restricted Payments.................................................................35
         9.07       Transactions with Affiliates........................................................36
         9.08       Fiscal Year; Organizational Documents...............................................36
         9.09       Limitation on Restricted Actions....................................................36
         9.10       Ownership of Subsidiaries...........................................................36
         9.11       Sale Leasebacks.....................................................................37
         9.12       Capital Expenditures................................................................37
         9.13       Modifications of Senior Loan Agreement..............................................37

ARTICLE      X      REDEMPTION OF NOTES.................................................................37
         10.01      Optional Redemption of Notes........................................................37
         10.02      Mandatory Redemption of Notes.......................................................38
         10.03      Notice of Redemption................................................................38
         10.04      Deposit of Funds and Termination of Rights..........................................39
         10.05      Allocation and Application of Payments..............................................40
         10.06      Notation of Partial Payments........................................................40

ARTICLE     XI      SUBORDINATION OF NOTES..............................................................40
         11.01      Definitions.........................................................................40
         11.02      Subordination.......................................................................41
         11.03      Subordination Upon Distribution of Assets...........................................41
         11.04      Prohibitions and Limitations on Payment.............................................42
         11.05      Limitation on Remedies..............................................................43
         11.06      Payments and Distributions Received.................................................43
         11.07      Proofs of Claim.....................................................................43
         11.08      Subrogation.........................................................................44
         11.09      Relative Rights.....................................................................44
         11.10      Subordination Not Impaired; Benefit of Subordination................................44
         11.11      Covenants of the Holders............................................................45
         11.12      Miscellaneous.......................................................................45

ARTICLE    XII      EVENTS OF DEFAULT...................................................................45
         12.01      Events of Default...................................................................45
         12.02      Acceleration........................................................................47
         12.03      Set-Off.............................................................................48

ARTICLE   XIII      INDEMNIFICATION.....................................................................48
         13.01      Indemnification.....................................................................48
         13.02      Notification........................................................................49

ARTICLE    XIV      MISCELLANEOUS.......................................................................50
         14.01      Survival of Representations and Warranties..........................................50
         14.02      Notices.............................................................................50
         14.03      Payments............................................................................51
         14.04      Assignments and Participation.......................................................52
         14.05      Lost, Etc. Notes....................................................................53

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         14.06      Amendments, Determinations, Requests or Consents....................................53
         14.07      Remedies Cumulative.................................................................54
         14.08      Counterparts........................................................................54
         14.09      Headings............................................................................54
         14.10      GOVERNING LAW.......................................................................54
         14.11      Jurisdiction........................................................................54
         14.12      Waiver of July Trial................................................................54
         14.13      Severability........................................................................55
         14.14      Rules of Construction...............................................................55
         14.15      Entire Agreement....................................................................55
         14.16      Certain Expenses....................................................................55
         14.17      Publicity...........................................................................55
         14.18      Further Assurances..................................................................56

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                                       iv
<PAGE>   6
EXHIBIT

Exhibit A  Form of Note


SCHEDULES

         Schedule 1.01A Consolidated EBITDA Adjustment
         Schedule 1.0113 Permitted Investments
         Schedule 5.03 Governmental Authorizations
         Schedule 5.05 Litigation
         Schedule 5.09 Capitalization
         Schedule 5.12 Contractual Obligations
         Schedule 5.13(a) Changes to September 30, 1999 Financial Statements
         Schedule 5.14 Acquisition Documents
         Schedule 5.15 Certain Senior Loan Documents
         Schedule 8.05 Insurance
         Schedule 9.07 Transactions with Affiliates





                                       v
<PAGE>   7
                       NOTE AND WARRANT PURCHASE AGREEMENT

         THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is dated as
of November 19, 1999, between AMN HOLDINGS, INC., a Delaware corporation
("Holdings"), and BANCAMERICA CAPITAL INVESTORS SBIC 1, L.P., a Delaware limited
partnership ("BACI" or the "Purchaser").

                              Statement of Purpose

         Holdings and AMN Healthcare, Inc., a Nevada corporation and as of the
date hereof a wholly-owned subsidiary of Holdings ("Healthcare"), have entered
into an Acquisition Agreement, dated as of October 1, 1999 (as amended or
supplemented from time to time, the "Acquisition Agreement"), with AMN
Acquisition Corp., a Delaware corporation ("AMN Acquisition Sub"), and each of
the persons named as a Seller therein (the "Sellers"), providing, inter alia,
for (a) the acquisition by AMN Acquisition Sub directly from Holdings of certain
newly issued shares of Common Stock of Holdings, (b) the redemption by Holdings
of certain of the Sellers' shares of Common Stock of Holdings and (c) the
acquisition by AMN Acquisition Sub directly from the Sellers of certain of the
Sellers' shares of Common Stock of Holdings (the transactions contemplated by
the Acquisition Agreement are hereinafter referred to as the "AMN Acquisition").
In connection with the AMN Acquisition, and in order to obtain financing for
general corporate purposes, Holdings proposes to issue (i) its senior
subordinated notes in the aggregate principal amount of $20,000,000 and (ii) a
warrant to purchase 292.07729 shares of Common Stock of Holdings, in each case
as more particularly described herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.01 Definitions. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings indicated:

         "Acquisition", by any Person, means the acquisition by such Person of
all the Capital Stock or all or substantially all of the Property of another
Person, whether or not involving a merger or consolidation with such other
Person.

         "Acquisition Agreement" has the meaning assigned thereto in the
Statement of Purpose.
<PAGE>   8
         "Acquisition Documents" means the Acquisition Agreement and each other
material document and instrument executed on or after October 1, 1999 and
pursuant thereto with the Acquisition.

         "Affiliate" means, with respect to any Person, any other Person (a)
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person or (b) directly or indirectly owning or holding
ten percent (10%) or more of the Capital Stock in such Person; provided that, in
no event shall the Purchaser (or any Affiliate of the Purchaser) be deemed to be
an Affiliate of (a) Holdings or (b) any Affiliate of Holdings. For purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agreement" means this Note and Warrant Purchase Agreement, as amended
or supplemented from time to time.

         "AMN Acquisition" has the meaning assigned thereto in the Statement of
Purpose.

         "AMN Acquisition Sub" has the meaning assigned thereto in the Statement
of Purpose.

         "Asset Disposition" means any disposition (including pursuant to a Sale
and Leaseback Transaction) of any or all of the Property (including without
limitation the Capital Stock of a Subsidiary) of any Credit Party whether by
sale, lease, transfer or otherwise, but other than pursuant to any casualty or
condemnation event.

         "BACI" or "Purchaser" has the meaning assigned thereto in the Preamble.

         "Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks in Charlotte, North Carolina, San Diego, California or
New York, New York are authorized or required by law to close.

         "Capital Lease" means, as applied to any Person, any lease of any
Property (whether real, personal or mixed) by that Person as lessee which, in
accordance with GAAP, is required to be accounted for as a capital lease on the
balance sheet of that Person.

         "Capital Stock" means (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.


                                       2
<PAGE>   9
         "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) dollar denominated time deposits and
certificates of deposit of (i) any Senior Lender, (ii) any domestic commercial
bank of recognized standing having capital and surplus in excess of $500,000,000
or (iii) any bank whose short-term commercial paper rating from S&P is at least
A-I or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-I (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by any
Person with a bank or trust company (including any of the Senior Lenders) or
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States in which such Person shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase
obligations and (e) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment
Company Act of 1940, as amended, which are administered by reputable financial
institutions having capital of at least $500,000,000 and the portfolios of which
are limited to Investments of the character described in the foregoing
subdivisions (a) through (d).

         "Change of Control" means any of the following events: (a) the sale,
lease, transfer or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of Healthcare and its Subsidiaries taken as a
whole to any "person" or "group"(within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) other than any Sponsor Entity, (b) Holdings shall
fail to own directly 100% of the outstanding Capital Stock of Healthcare, (c)
prior to a Qualified Public Offering, the Sponsor Entities shall fail to own
beneficially, directly or indirectly, at least 51% of the outstanding Voting
Stock of Holdings, (d) after a Qualified Public Offering, the Sponsor Entities
shall fail to own beneficially, directly or indirectly, (i) at least 30% of the
outstanding Voting Stock of Holdings and (ii) a greater percentage of the
outstanding Voting Stock of Holdings than the percentage of such outstanding
Voting Stock which any other "person" or "group" (within the meaning of Sections
13(d) and 14(d)(2) of the Exchange Act) other than the Sponsor Entities (A)
shall have acquired beneficial ownership, directly or indirectly, of, or (B)
shall have acquired by contract or otherwise (or shall have entered into a
contract or arrangement that, upon consummation, will result in its or their
acquisition of) control. over, and (e) during any period of up to twenty-four
(24) consecutive months commencing after a Qualified Public Offering,
individuals who at the beginning of such twenty-four (24) month period were
directors of Holdings (together with any new director whose election by the
board of directors of Holdings or whose nomination for



                                       3
<PAGE>   10
election by Holdings' shareholders was approved by a vote of at least a majority
of the directors then still in office who either were directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors of
Holdings then in office.

         "Closing" has the meaning assigned thereto in Section 2.04.

         "Closing, Date" has the meaning assigned thereto in Section 2.04.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute thereto.

         "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

         "Common Stock" means (a) the common stock of Holdings, par value $0.01
per share, as described in the Holdings Charter Documents, and (b) any other
Capital Stock into which such Common Stock is reclassified or reconstituted.

         "Competition" means, as of any date, (a) any Person (other than
Holdings or any of its Affiliates) (i) that directly or indirectly derived in
excess of $7,500,000 in gross revenues during any of the immediately preceding
three fiscal years of such Person from the medical staffing industry; provided,
that such Person conducts, or during any of the immediately preceding three (3)
fiscal years has conducted, business in a segment of the medical staffing
industry in which any Credit Party, as of the date of determination, conducts
business or (ii) is a party to a material judicial proceeding pending against
Holdings or any of its Affiliates or (b) any Person that is entitled, directly
or indirectly, whether through ownership of stock, contract or otherwise, to
elect a majority of the board of directors of, or otherwise directly or
indirectly controls or is controlled by or is under direct or indirect common
control with, any Person described in clause (a) above. For purposes of this
definition, "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controls" and "controlled" have meanings correlative to the
foregoing.

         "Consolidated EBITDA" means, as of any date for the four fiscal quarter
period ending on such date with respect to the Consolidated Parties on a
consolidated basis, the sum of (a) Consolidated Net Income, plus (b) an amount
which, in the determination of Consolidated Net Income, has been deducted for,
without duplication (i) interest expense, (ii) total Federal, state, local and
foreign income, value added and similar taxes, (iii) depreciation and
amortization expense, and (iv) Consolidated Non-Cash Charges all as determined
in accordance with GAAP plus (c) as of each of December 31, 1999, March 31,
2000, June 30, 2000 and September 30, 2000, the Consolidated EBITDA Adjustment
for the four fiscal quarter period ending on such date.



                                       4
<PAGE>   11
         "Consolidated EBITDA Adjustment" means, for each of December 31, 1999,
March 31, 2000, June 30, 2000 and September 30, 2000, the amount indicated for
such date on Schedule 1.01A.

         "Consolidated Net Income" means, as of any date for the four fiscal
quarter period ending on such date with respect to the Consolidated Parties on a
consolidated basis, net income (excluding extraordinary items) after interest
expense, income taxes and depreciation and amortization, all as determined in
accordance with GAAP.

         "Consolidated Non-Cash Charges" means the non-cash component of any
item of expense other than (a) to the extent requiring an accrual or reserve for
future cash expenses, and (b) writeoffs of accounts receivable.

         "Consolidated Parties" means a collective reference to Healthcare and
its Subsidiaries, and "Consolidated Party" means any one of them.

         "Consolidated Total Assets" means, as of any date with respect to the
Consolidated Parties on a consolidated basis, total assets, as determined in
accordance with GAAP.

         "Contractual Obligation" means, as to any Person, any provision of any
securities issued by such Person or of any indenture or credit agreement or any
other agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound or to which it may be subject.

         "Credit Parties" means, collectively, Holdings, Healthcare and Medical
Express and any of their respective Subsidiaries, and, individually, any of
them.

         "Default" means any event, act or condition which with notice or lapse
of time, or both, would constitute an Event of Default.

         "Designated Refinancing Agreement" means any Refinancing Agreement
under which the aggregate principal amount of the commitments thereunder is
greater than $75,000,000.

         "Eligible Assignee" means, with respect to the assignment of any
rights, interest or obligations of a Holder of any Notes hereunder, a Person
that is at the time of such assignment (a) an "accredited investor" as such term
is defined in Rule 501 under the Securities Act, and (b) after consultation with
Holdings, not a Competitor of any Credit Party.

         "Environmental Laws" means any and all lawful and applicable Federal,
state, local and foreign statutes, laws (including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control
Act, the Water Pollution Control Act, the Clean Air Act and the Hazardous
Materials Transportation Act), regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions,



                                       5
<PAGE>   12
grants, franchises, licenses, agreements or other governmental restrictions
relating to the environment or to emissions, discharges, releases or threatened
releases of pollutants, contaminants, chemicals, or industrial, toxic or
hazardous substances or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or wastes.

         "Equity Issuance" means any issuance by Holdings or any Consolidated
Party to any Person of (a) shares of its Capital Stock, (b) any shares of its
Capital Stock pursuant to the exercise of options or warrants, (c) any shares of
its Capital Stock pursuant to the conversion of any debt securities to equity or
(d) any options or warrants relating to its Capital Stock. The term "Equity
Issuance" shall not include any Asset Disposition.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to Sections of ERISA shall be construed also to refer to any
successor sections.

         "ERISA Affiliate" means an entity which is under common control with
any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is a
member of a group which includes any Credit Party and which is treated as a
single employer under Sections 414(b) or (c) of the Code.

         "ERISA Event" means (a) with respect to any Plan, the occurrence of a
Reportable Event not otherwise subject to a waiver or the substantial cessation
of operations (within the meaning of Section 4062(e) of ERISA); (b) the
withdrawal by any Credit Party or any ERISA Affiliate from a Multiple Employer
Plan during a plan year in which it was a substantial employer (as such term is
defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple
Employer Plan; (c) the distribution of a notice of intent to terminate or the
actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
(d) the institution of proceedings to terminate or the actual termination of a
Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition which
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan; (f) the complete or
partial withdrawal of any Credit Party or any ERISA Affiliate from a
Multiemployer Plan; (g) the conditions for imposition of a lien under Section
302(f) of ERISA exist with respect to any Plan; or (h) the adoption of an
amendment to any Plan requiring the provision of security to such Plan pursuant
to Section 307 of ERISA.

         "Event of Default" has the meaning assigned thereto in Article 12
hereof.

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

         "Excluded Asset Disposition" means, with respect to any Credit Party,
(a) the sale of inventory in the ordinary course of such Person's business, (b)
the sale or disposition


                                       6
<PAGE>   13
of machinery and equipment no longer used or useful in the conduct of such
Person's business, (c) any Equity Issuance by such Person, (d) any Involuntary
Disposition by such Person and (e) any sale, lease, transfer or other
disposition of Property by such Person to another Credit Party.

         "Executive Office' of any Person means any of the chief executive
officer, chief operating officer, president, chief financial officer or
treasurer of such Person.

         "Fully Diluted Common Stock" means as of any date, the number of shares
of Common Stock that would be outstanding assuming all securities of Holdings
convertible into or exchangeable for Common Stock were converted into shares of
Common Stock pursuant to their respective terms and all options, warrants or
other rights to acquire Common Stock were exercised.

         "Funded Indebtedness" means, with respect to any Person, without
duplication, (a) all Indebtedness of such Person other than Indebtedness of the
types referred to in clauses (e), (f), (g), (i) and (m) of the definition of
"Indebtedness," (b) all Funded Indebtedness of others of the type referred to in
clause (a) above secured by (or for which the holder of such Funded Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on,
or payable out of the proceeds of production from, Property owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed
(or if less, the aggregate net book value of all Property securing such Funded
Indebtedness of others), (c) all Guaranty Obligations of such Person with
respect to Funded Indebtedness of the type referred to in clause (a) above of
another Person and (d) Funded Indebtedness of the type referred to in clause (a)
above of any partnership or unincorporated joint venture in which such Person is
a general partner or a joint venturer to the extent that such Funded
Indebtedness is recourse to such Person.

         "GAAP" means generally accepted accounting principles in the United
States applied on a consistent basis and subject to the terms of Section 1.02
(except, in respect of Synthetic Leases, as otherwise treated herein).

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, 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.

         "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Indebtedness or
any Property constituting security therefor, (b) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of



                                       7
<PAGE>   14
such other Person (including without limitation keep well agreements,
maintenance agreements, comfort letters or similar agreements or arrangements)
for the benefit of any holder of Indebtedness of such other Person, (c) to lease
or purchase Property, securities or services primarily for the purpose of
assuring the holder of such Indebtedness, or (d) to otherwise assure or hold
harmless the holder of such Indebtedness against loss in respect thereof. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations
set forth therein) be deemed to be an amount equal to the outstanding principal
amount (or maximum principal amount, if larger) of the Indebtedness actually
guaranteed by such Guaranty Obligation.

         "Hedging Agreements" means any interest rate protection agreement or
foreign currency exchange agreement.

         "Healthcare" has the meaning assigned thereto in the Statement of
Purpose.

         "Holder" means (a) the Purchaser, (b) any other holder of any Note, or
(c) any other holder of any portion of the Warrant or any shares of Common Stock
issued upon exercise of the Warrant in each case who is a party to the
Stockholders Agreement.

         "Holdings" has the meaning assigned thereto in the Preamble.

         "Holdings Charter Documents" means the Certificate of Incorporation and
the Bylaws of Holdings, as amended or supplemented from time to time.

         "Indebtedness" means, with respect to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
Property purchased by such Person (other than customary reservations or
retention's of title under agreements with suppliers entered into in the
ordinary course of business), (d) all obligations of such Person issued or
assumed as the deferred purchase price of Property or services purchased by such
Person (other than trade debt incurred in the ordinary course of business) which
would appear as liabilities on a balance sheet of such Person, (e) all
obligations of such Person under take-or-pay or similar arrangements or under
commodities agreements, (f) all Indebtedness of others secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on, or payable out of the proceeds of production
from, Property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all Guaranty Obligations of such Person
with respect to Indebtedness of another Person, (h) the implied principal
component of all obligations of such Person under Capital Leases, (i) all
obligations of such Person under Hedging Agreements, (j) the maximum amount of
all performance and standby letters of credit issued or bankers' acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital
Stock issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration (other than as a



                                       8
<PAGE>   15
result of a Change of Control or an Asset Disposition that does not in fact
result in a redemption of such preferred Capital Stock) at any time prior to
November 19, 2005, (1) the principal portion of all obligations of such Person
under Synthetic Leases, (m) the Indebtedness of any partnership or
unincorporated joint venture in which such Person is a general partner or a
joint venturer to the extent that such Indebtedness is recourse to such Person
and (n) the aggregate amount of uncollected accounts receivable of such Person
subject at such time to a sale of receivables (or similar transaction)
regardless of whether such transaction is effected without recourse to such
Person or in a manner that would not be reflected on the balance sheet of such
person in accordance with GAAP.

         "Investment" in any Person means (a) the acquisition (whether for cash,
property, services, assumption of Indebtedness, securities or otherwise) of
assets (other than equipment, inventory and supplies in the ordinary course of
business and other than any acquisition of assets constituting a Consolidated
Capital Expenditure), Capital Stock, bonds, notes, debentures, partnership,
joint ventures or other ownership interests or other securities of such other
Person or (b) any deposit with, or advance, loan or other extension of credit
to, such Person (other than deposits made in connection with the purchase of
equipment, inventory, services, leases or supplies in the ordinary course of
business) or (c) any other capital contribution to or investment in such Person,
including, without limitation, any Guaranty Obligations (including any support
for a letter of credit issued on behalf of such Person) incurred for the benefit
of such Person and any Asset Disposition to such Person for consideration less
than the fair market value of the Property disposed in such transaction, but
excluding any Restricted Payment to such Person. Investments which are capital
contributions or purchases of Capital Stock which have a fight to participate in
the profits of the issuer thereof shall be valued at the amount actually
contributed or paid to purchase such Capital Stock as of the date of such
contribution or payment. Investments which are loans, advances, extensions of
credit or Guaranty Obligations shall be valued at the principal amount of such
loan, advance or extension of credit outstanding as of the date of determination
or, as applicable, the principal amount of the loan or advance outstanding as of
the date of determination actually guaranteed by such Guaranty Obligation.

         "Leverage Ratio" means, as of the end of any fiscal quarter of the
Consolidated Parties for the four fiscal quarter period ending on such date with
respect to the Consolidated Parties on a consolidated basis, the ratio of (a)
Funded Indebtedness of the Consolidated Parties on a consolidated basis on the
last day of such period to (b) Consolidated EBITDA for such period.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance, lien (statutory or otherwise),
preference, priority or charge of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the Uniform Commercial Code
as adopted and in effect in the relevant jurisdiction or other similar recording
or notice statute, and any lease in the nature thereof).



                                       9
<PAGE>   16
         "Material Adverse Effect" means a material adverse effect upon (a) the
business, assets, operations, liabilities, prospects or condition (financial or
otherwise) of the Credit Parties, taken as a whole, (b) the ability of Holdings
to repay the Notes or otherwise perform its material obligations hereunder,
under the Warrant Agreement or under any Warrant, or (c) the material rights and
remedies of any Holder hereunder or under the Notes, the Warrant Agreement or
any Warrant.

         "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Laws, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

         "Medical Express" means Medical Express, Inc., a Colorado corporation
and a wholly-owned Subsidiary of Healthcare.

         "Multiemployer Plan" means a Plan which is a "multiemployer plan" as
defined in Section 3(37) or 400 1 (a)(3) of ERISA.

         "Multiple Employer Plan" means a Plan (other than a Multiemployer Plan)
which any Credit Party or any ERISA Affiliate and at least one employer other
than any Credit Party or any ERISA Affiliate are contributing sponsors.

         "Net Cash Proceeds" means the aggregate proceeds paid in cash or Cash
Equivalents received by any Credit Party in respect of any Asset Disposition,
net of (a) direct costs (including, without limitation, legal, accounting,
consulting and investment banking fees, and sales commissions), (b) taxes paid
or payable as a result thereof, and (c) the amount of liabilities, if any, which
are required to be repaid concurrently and in connection with the consummation
of such Asset Disposition out of the proceeds thereof, it being understood that
"Net Cash Proceeds" shall include, without limitation, any cash or Cash
Equivalents received upon the sale or other disposition of any non-cash
consideration received by any Credit Party in such Asset Disposition.

         "Note" means any Senior Subordinated Promissory Note issued pursuant to
this Agreement, as amended or supplemented from time to time, and "Notes" means
each such Note, collectively.

         "Note Register" has the meaning assigned thereto in Section 14.04(b).

         "Observation Period" has the meaning assigned thereto in Section 7.02.

         "Operating Lease" means, as applied to any Person, any lease
(including, without limitation, leases which may be terminated by the lessee at
any time) of any Property (whether real, personal or mixed) which is not a
Capital Lease other than any such lease in which that Person is the lessor.



                                       10
<PAGE>   17
         "Other Documents" means:

         (a) any employment contract or contract for services which requires
aggregate payments equal to or less than $75,000 annually in total compensation
or which is terminable by a Credit Party upon 30 days notice without liability
for any penalty or severance payment;

         (b) purchase orders in the ordinary course of business;

         (c) any contract or agreement which by its terms terminates or is
terminable by Healthcare or any successor or assign within twelve months of
October 1, 1999 upon payment of penalties equal to or less than $25,000;

         (d) any contract or agreement for the purchase of any fixed asset for a
price equal to or less than $150,000 whether or not such purchase is in the
ordinary course of business; or

         (e) any contract or agreement creating any obligations or requiring
payments equal to or less than $100,000 with respect to any such contract.

         "Participant" has the meaning assigned thereto in Section 14.04(c).

         "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title V of ERISA and any successor thereof.

         "Permitted Acquisition" means an Acquisition by Healthcare or any
Subsidiary of Healthcare, provided that (a) (i) the Property acquired (or the
Property of the Person acquired) in such Acquisition is used or useful in the
same or a similar line of business as Healthcare and its Subsidiaries were
engaged in on the Closing Date (or any reasonable extensions or expansions
thereof, and (ii) in the case of an Acquisition of the Capital Stock of another
Person, the board of directors (or other comparable governing body) of such
other Person shall have duly approved such Acquisition, and (b) (i) such
Acquisition is permitted by the Senior Loan Agreement, (ii) at any time prior
to, or after, the Senior Loan Agreement shall have been paid in full, if such
Acquisition involves the incurrence of additional Indebtedness pursuant to
Section 9.01(c), Holdings shall have delivered to each Holder of a Note, a Pro
Forma Compliance Certificate demonstrating that, upon giving effect to such
Acquisition on a Pro Forma Basis, neither a Default nor an Event of Default
would exist as a result of a violation of Section 9.01(c) or (iii) if the
Acquisition is consummated after the Senior Loan Agreement shall have been paid
in full, (A) the aggregate cash consideration paid by the Credit Parties
collectively for the Property acquired in such Acquisition is no greater than
the aggregate amount of proceeds received by Holdings from any Equity Issuance
(other than a Qualified Public Offering) by Holdings following the Closing Date,
(B) the consideration in connection with such Acquisition consists of common
stock of a Credit Party, or (C) the consideration in connection with such
Acquisition consists of any combination of the consideration described in
subsection (A) or (B) of this clause (iii).



                                       11
<PAGE>   18
         "Permitted Asset Disposition" means (a) any Asset Disposition permitted
by Section 9.04 and (b) any Excluded Asset Disposition.

         "Permitted Investments" means Investments which are (a) cash and Cash
Equivalents; (b) accounts receivable created, acquired or made by any Credit
Party in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; (c) Investments consisting of Capital
Stock, obligations, securities or other property received by any Credit Party in
settlement of accounts receivable (created in the ordinary course of business)
from bankrupt obligors or in connection with a work-out or reorganization; (d)
Investments existing as of the Closing Date and set forth in Schedule 1.01B; (e)
rental deposits made for the benefit of officers, employees or agents; (f)
advances or loans to directors, officers, employees, agents, customers or
suppliers that do not exceed $1,000,000 in the aggregate al any one time
outstanding; (g) Investments in any Credit Party; (h) Investments in Foreign
Subsidiaries in an aggregate principal amount not to exceed $2,000,000 at any
time outstanding; (i) to the extent constituting Investments, transactions
permitted under Section 9.06; (j) Permitted Acquisitions; (k) Investments not
constituting cash or Cash Equivalents received as consideration for any Asset
Disposition permitted under Section 9.04; (1) loans to employees to finance the
purchase of Capital Stock; and (m) other Investments not to exceed $7,500,000 in
the aggregate at any time outstanding.

         "Person" means any individual, partnership, joint venture, firm,
corporation, association, limited liability company, trust or other enterprise
or any Governmental Authority.

         "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA) which is covered by ERISA and with respect to which any Credit Party or
any ERISA Affiliate is (or, if such plan were terminated at such time, would
under Section 4069 of ERISA be deemed to be) an "employer" within the meaning of
Section 3(5) of ERISA.

         "Premium Percentage" has the meaning assigned thereto in Section 10.01.

         "Pro Forma Basis" means, for purposes of calculating (utilizing the
principles set forth in Section 1.02) the Leverage Ratio in respect of a
proposed incurrence of additional Indebtedness pursuant to Section 9.01(c), that
such transaction and all Permitted Acquisitions and any Permitted Asset
Disposition that occurred since the first day of the four fiscal-quarter period
ending as of the most recent fiscal quarter end preceding the date of such
transaction with respect to which financial statements were delivered to the
Significant Holders pursuant to Section 7.01(a)(ii) or 7.01(b) (the first day of
such period shall be referred to as the "Pro Forma Measurement Date") shall, in
each case, be deemed to have occurred as of the Pro Forma Measurement Date,
including without limitation, pro forma EBITDA adjustments.

         "Pro Forma Compliance Certificate" means a certificate of an Executive
Officer of Holdings delivered to the Holders of Notes in connection with the
incurrence of any additional Indebtedness pursuant to Section 9.01(c), and
containing reasonably detailed calculations, upon giving effect to the
applicable transaction on a Pro Forma Basis, of the



                                       12
<PAGE>   19
Leverage Ratio as of the most recent fiscal quarter end preceding the date of
the applicable transaction with respect to which financial statements were
delivered to the Significant Holders pursuant to Section 7.01 (a)(ii) or 7.01
(b).

         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

         "Public Offering" means any underwritten primary public offering of
securities of Holdings pursuant to a registration statement declared effective
under the Securities Act (other than a public offering pursuant to a
registration statement on Form S-8).

         "Purchaser" or "BACI" has the meaning assigned thereto in the Preamble.

         "Qualified Public Offering" means a Public Offering underwritten by an
investment bank of national standing and resulting in not less than $30,000,000
in net cash proceeds to Holdings.

         "Real Properties" means each of the facilities and properties owned,
leased or operated by the Credit Parties.

         "Redemption Notice" has the meaning assigned thereto in Section 10.03.

         "Refinancing Agreement" means any credit or loan agreement or any other
agreement or instrument evidencing Indebtedness of any Credit Party entered into
by such Credit Party in connection with the Refinancing Transaction.

         "Refinancing Transaction" means a credit facility the net proceeds (or
a portion thereof) of which are promptly used to refinance the Indebtedness
outstanding under the Senior Loan Agreement and the other Senior Loan Documents;
provided, that (a) such credit facility has a final maturity which does not
extend beyond May 19, 2005; and (b) notwithstanding anything in Section 9.01(b)
to the contrary, at the time of incurrence of the Indebtedness by the Credit
Parties under such credit facility, and immediately after giving effect thereto
and the concurrent retirement of the Indebtedness under the Senior Loan
Agreement and the other Senior Loan Documents, Holdings shall have delivered to
each Holder of Notes a Pro Forma Compliance Certificate demonstrating that the
Leverage Ratio on a Pro Forma Basis does not exceed the Leverage Ratio set forth
in Section 9.01(c) for such date.

         "Related Parties" means, with respect to any Sponsor, a collective
reference to (a) each Person which is a controlling stockholder or partner of
such Sponsor, (b) each Person at least 80% of whose Voting Stock is owned by
such Sponsor, directly or indirectly, (c) each trust, corporation, partnership
or other entity, the controlling beneficiaries, stockholders, partners or owners
of which, directly or indirectly, consist of such Sponsor and/or such other
Persons referred to in the preceding clauses (a) or (b) and/or in the succeeding
clause (e), (d) each partner or stockholder of such Sponsor as of the Closing
Date who acquires any assets or Voting Stock of Holdings pursuant to a



                                       13
<PAGE>   20
general distribution by such Sponsor to each of its partners or stockholders and
(e) each officer or director of such Sponsor.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than those events as to which the notice requirement has been
waived by regulation.

         "Required Holders" means Holders holding at least a majority of the
aggregate principal balance of Notes then outstanding.

         "Requirements of Law" means, with respect to a Person, the certificate
of incorporation and bylaws or other organizational or governing documents of
such Person, and any law, treaty, rule, regulation, right, privilege,
qualification, license or franchise or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its material
property is subject or pertaining to any or all of the transactions contemplated
or referred to herein.

         "Restricted Payment" by any Credit Party means (a) any dividend or
other payment or distribution, direct or indirect, on account of any shares of
any class of Capital Stock of such Person, now or hereafter outstanding
(including without limitation any payment in connection with any dissolution,
merger, consolidation or disposition involving such Person), or to the holders,
in their capacity as such, of any shares of any class of Capital Stock of such
Person, now or hereafter outstanding (other than dividends or distributions
payable in Capital Stock of the applicable Person and other than dividends or
distributions payable (directly or indirectly through Subsidiaries) to any
Credit Party), (b) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of Capital Stock of the applicable Person, now or hereafter
outstanding or (c) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of Capital Stock of such Person, now or hereafter outstanding (excluding the
issuance of Capital Stock by such Person).

         "Rights Agreement" means the Rights Agreement dated as of the date
hereof among AMN Acquisition Sub, the Purchaser, Holdings, HWH Capital Partners,
L.P., and HWH Nightingale Partners, L.P., as amended, restated, supplemented or
otherwise modified from time to time.

         "Sale and Leaseback Transaction" means, with respect to any Credit
Party, any arrangement pursuant to which such Person, directly or indirectly,
becomes liable as lessee, guarantor or other surety with respect to any lease,
whether an Operating Lease or a Capital Lease, of any Property (a) which such
Person has sold or transferred (or is to sell or transfer) to a Person which is
not a Credit Party or (b) which such Person intends to use for substantially the
same purpose as any other Property which has been sold or transferred (or is to
be sold or transferred) by such Person to another Person which is not a Credit
Party in connection with such lease.



                                       14
<PAGE>   21
         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

         "Sellers" has the meaning assigned thereto in the Statement of Purpose.

         "Senior Lenders" means any of the financial institutions which are or
may become a party to the Senior Loan Agreement.

         "Senior Loan Agreement" means the Credit Agreement dated as of the date
hereof among Healthcare, as borrower, Holdings and certain subsidiaries of
Healthcare from time to time party thereto, as guarantors, Bank of America,
N.A., as agent, and the lenders from time to time party thereto, or any
Refinancing Agreement, in each case, as amended, restated, supplemented or
otherwise modified from time to time.

         "Senior Loan Documents" means the Senior Loan Agreement or any
Refinancing Agreement and each other collateral agreement executed in connection
with the Senior Loan Agreement or such Refinancing Agreement, in each case as
amended, restated, supplemented or otherwise modified from time to time.

         "Significant Holder" means (a) any Holder of any outstanding Notes, and
(b) any Holder of Warrants or any shares of Common Stock issued upon exercise
thereof representing, in each case, at least five per cent (5%) of the Fully
Diluted Common Stock of Holdings at the time of determination.
         "Single Employer Plan" means any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

         "Sponsors" means a collective reference to HWH Capital Partners, L.P.,
HWH Nightingale Partners, L.P. and Haas Wheat & Partners, L.P., together with
their successors and permitted assigns, and "Sponsor" means any of them.

         "Sponsor Entity" means any Person that is (a) a Sponsor or (b) a
Related Party of a Sponsor, and "Sponsor Entities" means a collective reference
to each Sponsor Entity.

         "Stockholders Agreement" means the Stockholders Agreement dated as of
the date hereof among Holdings, AMN Acquisition and BACI, as amended, restated,
supplemented or otherwise modified from time to time.

         "Subsidiary" means, as to any Person, at any time, (a) any corporation
more than fifty percent (50%) of whose Capital Stock of any class or classes
having by the terms thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at the time
Capital Stock of any class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at such time
owned by such Person and/or one or more Subsidiaries of such Person and (b) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person has
more than fifty per cent (50%) of the Capital Stock at such time.


                                       15
<PAGE>   22
         "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product
where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an Operating Lease under GAAP.

         "Transaction Documents" means collectively, this Agreement, the Notes,
the Warrant Agreement, the Warrant, the Stockholders Agreement, the Rights
Agreement, the Senior Loan Documents and the Acquisition Documents.

         "Voting Stock" means, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

         "Warrant" means the Common Stock Purchase Warrant issued by Holdings to
BACI pursuant to this Agreement and the Warrant Agreement, as amended, restated,
supplemented or otherwise modified from time to time.

         "Warrant Agreement" means the Warrant Agreement dated as of the date
hereof between Holdings and BACI, as amended, restated, supplemented or
otherwise modified from time to time.

         "Wholly-Owned Subsidiary" means any Person 100% of whose Voting Stock
is at the time owned by Holdings, directly or indirectly through other Persons
100% of whose Voting Stock is at the time owned, directly or indirectly, by
Holdings.

         1.02 Accounting Terms; Financial Statements. Except as otherwise
expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Holders hereunder shall be
prepared, in accordance with GAAP applied on a consistent basis; provided, that
calculations of the implied principal component of all obligations under any
Synthetic Lease or the implied interest component of any rent paid under any
Synthetic Lease shall be made by the applicable Credit Party in accordance with
accepted financial practice and consistent with the terms of such Synthetic
Lease. All calculations made for the purposes of determining compliance with
this Agreement shall (except as otherwise expressly provided herein) be made by
application of GAAP applied on a basis consistent with the most recent annual or
quarterly financial statements of Healthcare and its Subsidiaries delivered
pursuant to Section 7.01 (or, prior to the delivery of the first financial
statements pursuant to Section 7.01, consistent with the financial statements as
at December 31, 1998); provided, that if, pursuant to Section 1.3 (or any
comparable provision) of the Senior Loan Agreement, the parties thereto shall
agree to any changes in the application of GAAP, then, for purposes of this
Agreement, GAAP shall be applied in a manner consistent with the Senior Loan
Agreement; provided further, that, from and after the date on which the Senior
Loan Agreement is paid in full, all calculations made for the purposes of
determining compliance with this Agreement shall (except as otherwise expressly
provided herein) be made at the option of Holdings,






                                       16
<PAGE>   23
by application of GAAP on a basis consistent with the most recent annual or
quarterly financial statements of Healthcare and its Subsidiaries delivered
pursuant to Section 7.01.

                                   ARTICLE II

                     PURCHASE AND SALE OF NOTES AND WARRANTS

         2.01 Purchase and Sale of Notes and Warrants. Subject to the terms and
conditions hereof, Holdings will issue to the Purchaser, and the Purchaser will
acquire from Holdings, on the Closing Date, (a) the Note in the aggregate
principal amount of Twenty Million Dollars ($20,000,000), with each such Note
being substantially in the form attached hereto as Exhibit A, appropriately
completed in conformity herewith and (b) the Warrant exercisable for 292.07729
shares of Common Stock.

         2.02 Purchase Price. The aggregate purchase price of the Note and the
Warrant shall be Twenty Million Dollars ($20,000,000).

         2.03 Intentionally Omitted.

         2.04 Closing. Subject to the terms and conditions of this Agreement,
the issuance and purchase of the Note and the Warrant shall take place at the
closing (the "Closing") to be held at the offices of Paul, Weiss, Rifkind,
Wharton & Garrison in New York, at 10:00 a.m., on November 19, 1999, or at such
other time and place as Holdings and the Purchaser may agree in writing (the
"Closing Date"). At the Closing, Holdings shall deliver to the Purchaser the
Note and the Warrant against delivery to Holdings by the Purchaser of the
purchase price therefor by wire transfer of immediately available funds.

                                  ARTICLE III

                          CONDITIONS TO THE OBLIGATION
                            OF THE PURCHASER TO CLOSE

         The obligation of the Purchaser to purchase the Note and the Warrant,
to pay the purchase price therefor at the Closing and to perform any obligations
hereunder shall be subject to the satisfaction as determined by the Purchaser of
the following conditions on or before the Closing Date:

         3.01 Representations and Warranties. The representations and warranties
contained in Section 5 hereof shall be true and correct in all material respects
on and as of the Closing Date as if made on and as of such date.

         3.02 Compliance with this Agreement. Holdings shall have performed and
complied in all material respects with all of the agreements and conditions set
forth or contemplated herein that are required to be performed or complied with
by Holdings on or before the Closing Date.



                                       17
<PAGE>   24
         3.03 Officer's Certificate. The Purchaser shall have received a
certificate dated as of the Closing Date from an Executive Officer of Holdings,
in form and substance reasonably satisfactory to the Purchaser, to the effect
that (a) all representations and warranties of Holdings contained in this
Agreement are true and correct and in all material respects, (b) Holdings is not
in violation in any material respect of any of the covenants contained in this
Agreement and (c) all conditions precedent to the Closing of this Agreement to
be performed by Holdings have been duly performed in all material respects.

         3.04 Secretary's Certificates. The Purchaser shall have received a
certificate dated as of the Closing Date from the Secretary or an Assistant
Secretary of each of the Credit Parties certifying (a) that the attached copies
of the Holdings Charter Documents or equivalent organizational documents of such
Credit Party are all true and correct and remain unamended and in full force and
effect, (b) that the attached copies of resolutions of the Board of Directors of
each Credit Party approving the Transaction Documents (except for the
Acquisition Documents, but including the Acquisition Agreement) to which any
such Credit Party is a party and the transactions contemplated thereby are all
true, complete and correct and remain unamended and in full force and effect,
(c) as to the incumbency and specimen signature of each officer of such Credit
Party executing this Agreement and any other Transaction Document (other than
the Acquisition Documents) to which such Credit Party is a party and (d) as to
the good standing of such Credit Party in its jurisdiction of incorporation and
in the state or other jurisdiction of the chief executive office and principal
place of business.

         3.05 Transaction Documents. The Purchaser shall have received true,
complete and correct copies of the Transaction Documents and such other
Documents as it may reasonably request in connection with or relating to the
sale of the Note and the Warrant and the transactions contemplated hereby, in
each case certified by an Executive Officer of Holdings, all in form and
substance reasonably satisfactory to the Purchaser.

         3.06 Financial Matters

              (a) Financial Statements. The Purchaser shall have received copies
of the financial statements referred to in Section 5.13, including the pro forma
financial statements referred to thereunder (the "Pro Forma Financial
Statements").

              (b) Payment at Closing. There shall have been paid by Holdings to
the Purchaser any accrued and unpaid fees due the Purchaser (including, without
limitation, fees and expenses due under the commitment letter dated September
30, 1999, and all reasonable legal fees and expenses billed through the Closing
Date and required to be paid pursuant to Section 14.16), and to any other Person
such amount as may be required to be paid on or prior to the Closing Date in
accordance with the Transaction Documents, including all taxes, fees and other
charges in connection with the execution, delivery, recording, filing and
registration of any of the Transaction Documents.



                                       18
<PAGE>   25
         3.07 Insurance. The Purchaser shall have received copies of
certificates of insurance evidencing the existence of all insurance required to
be maintained pursuant to Section 8.05 hereof.

         3.08 Contracts. The Purchaser shall have received copies of all
contracts and agreements evidencing the Contractual Obligations described in
Section 5.12 to which each of the Credit Parties will be a party immediately
after the Closing Date as the Purchaser reasonably may request, each as
originally executed and delivered by the parties thereto and as in effect on the
Closing Date and all such agreements and contracts shall be in form and
substance reasonably satisfactory to the Purchaser.

         3.09 Purchase Permitted by Applicable Laws. The acquisition of and
payment for the Note and the Warrant to be acquired by the Purchaser hereunder
and the consummation of the transactions contemplated hereby (a) shall not be
prohibited by any Requirement of Law and (b) shall not subject the Purchaser to
any penalty or, in its reasonable judgment, other onerous condition under or
pursuant to any Requirement of Law.

         3.10 Consents and Approvals. All material consents, exemptions,
authorizations or other actions by, or material notices to, or material filings
with, Governmental Authorities and other Persons in respect of all Requirements
of Law and with respect to the Contractual Obligations of each Credit Party
listed on Schedule 5.12 required in connection with the execution, delivery or
performance by such Credit Party or enforcement against such Credit Party of
this Agreement and the other Transaction Documents to which such Credit Party is
a party shall have been obtained and be in full force and effect, and the
Purchaser shall have been furnished with appropriate evidence thereof, and all
waiting periods shall have lapsed without extension or the imposition of any
conditions or restrictions.

         3.11 Consummation of AMN Acquisition, Purchase Price. Healthcare shall
have become a Wholly-Owned Subsidiary of Holdings; the AMN Acquisition shall
have been consummated in accordance with the terms of the Acquisition Agreement
and the other Transaction Documents; and the cash purchase price payable in
connection with the AMN Acquisition shall not exceed $147,500,000 plus or minus
certain adjustments pursuant to the Acquisition Agreement.

         3.12 Senior Credit Facility. The transactions contemplated by the
Senior Loan Agreement shall have been consummated in form and substance
reasonably satisfactory to the Purchaser; Healthcare shall have received the
cash proceeds of a term loan thereunder of not less than $50,000,000; and
Healthcare shall have received a committed revolving credit facility thereunder
of not less than $20,000,000, of which no more than $7,500,000 (plus an amount
equal to Healthcare's cash on hand on the Closing Date) shall be borrowed by
Healthcare on the Closing Date.

         3.13 Equity Investment. Holdings shall have received proceeds of an
equity investment, including, without limitation, amounts rolled over by
shareholders of the



                                       19
<PAGE>   26
Credit Parties, in the minimum amount of $77,500,000 in connection with the
Acquisition and on terms and conditions reasonably satisfactory to the
Purchaser.

         3.14 No Waivers. The transactions contemplated by the Transaction
Documents shall have been consummated without the waiver of any conditions
precedent thereto required to be performed on or prior to the consummation of
the transactions contemplated thereby unless such waiver, in the reasonable
judgment of the Purchaser, could not reasonably be expected to have a Material
Adverse Effect.

         3.15 No Material Adverse Change. Since June 30, 1999, no event shall
have occurred which has had or could reasonably be expected to have a Material
Adverse Effect.

         3.16 Opinion of Counsel. The Purchaser shall have received an opinion
of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to Holdings, dated the
Closing Date and in form and substance reasonably acceptable to the Purchaser.

         3.17 Disbursement Instructions. The Purchaser shall have received
written instructions from Holdings to the Purchaser directing the payment of any
proceeds of the Note and the Warrant that are to be paid on the Closing Date.


                                   ARTICLE IV

                          CONDITIONS TO THE OBLIGATION
                              OF HOLDINGS TO CLOSE

         The obligations of Holdings to issue and sell the Note and the Warrant
and to perform its other obligations hereunder shall be subject to the
satisfaction as determined by Holdings of the following conditions on or before
the Closing Date:

         4.01 Representations and Warranties True. The representations and
warranties of the Purchaser contained in Section 6 hereof shall be true and
correct in all material respects on and as of the Closing Date as if made on and
as of such date.

         4.02 Compliance with this Agreement. The Purchaser shall have performed
and complied in all material respects with all of its agreements and conditions
set forth or contemplated herein that are required to be performed or complied
with by the Purchaser on or before the Closing Date.

         4.03 Issuance Permitted by Requirements of Laws. The issuance of the
Note and the Warrant to be issued by Holdings hereunder and the consummation of
the transactions contemplated hereby (a) shall not be prohibited by any
Requirement of Law and (b) shall not subject Holdings to any penalty or, in its
reasonable judgment, other onerous condition under or pursuant to any
Requirement of Law.

         4.04 Consents and Approvals. All consents, exemptions, authorizations
or other actions by, or notices to, or filings with, Governmental Authorities
and other



                                       20
<PAGE>   27
Persons in respect of all Requirements of Law and Contractual Obligations of the
Purchaser required in connection with the execution, delivery or performance by
the Purchaser or enforcement against the Purchaser of this Agreement shall have
been obtained and be in full force and effect, and Holdings shall have been
furnished with appropriate evidence thereof, and all waiting periods shall have
lapsed without extension or the imposition of any conditions or restrictions.


                                   ARTICLE V

                               REPRESENTATIONS AND
                             WARRANTIES OF HOLDINGS

         Holdings hereby represents and warrants to the Purchaser, as of the
Closing Date and before and after giving effect to the Acquisition and the other
transactions contemplated by this Agreement and the other Transaction Documents
as follows:

         5.01 Corporate Existence and Power. Each of the Credit Parties (a) is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, (b) has all requisite corporate power and
authority to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently, or is currently
proposed to be, engaged and (c) has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement and each other
Transaction Document to which it is or will be a party.

         5.02 Corporate Authorization, No Contravention. The execution, delivery
and performance by each Credit Party of the Transaction Documents to which it is
or will be a party and the transactions contemplated hereby and thereby,
including without limitation the issuance by Holdings of the Note and the
Warrant, (a) have been duly authorized by all necessary corporate, and if
required, stockholder action, (b) do not contravene the terms of the Holdings
Charter Documents or the equivalent organizational documents of any Credit Party
and (c) will not violate, conflict with or result in any breach or contravention
of or the creation of any material Lien (other than Liens created or permitted
under the Senior Loan Documents) under, any material Contractual Obligation of
any Credit Party, or any material Requirement of Law applicable to any Credit
Party.

         5.03 Governmental Authorization; Third Party Consents. Except as
contemplated by the Transaction Documents or as disclosed on Schedule 5.03 and
except to the extent previously duly obtained or made and in full force and
effect, (i) no approval, consent, compliance, exemption, authorization or other
action by, or notice to, or filing with, any Governmental Authority or any other
Person in respect of any Requirement of Law, and no lapse of a waiting period
under a Requirement of Law, is necessary or required in connection with the
execution, delivery or performance by any Credit Party or enforcement against
such Credit Party of this Agreement, the Notes, the Warrant Agreement and the
Warrants and the transactions contemplated hereby or thereby, and (ii) no
approval, consent, compliance, exemption, authorization or other



                                       21
<PAGE>   28
action by, or notice to, or filing with, any Governmental Authority or any other
Person in respect of any material Requirement of Law, and no lapse of a waiting
period under a material Requirement of Law, is necessary or required in
connection with the execution, delivery or performance by any Credit Party or
enforcement against such Credit Party of the other Transaction Documents to
which such Credit Party is a party or the transactions contemplated thereby;
provided, in each case, that no representation or warranty is made as to any
approval, consent, compliance, exemption, authorization or other action by, or
notice to or filing with any Person (including, without limitation, any
Governmental Authority, banking agency or regulatory body), or lapse of any
waiting period, in each case, applicable to the Purchaser or its transferees.

         5.04 Binding Effect. This Agreement and the other Transaction Documents
to which any Credit Party is a party will, upon the due execution and delivery
thereof by such Credit Party, constitute the legal, valid and binding obligation
of such Credit Party enforceable against such Credit Party in accordance with
their respective terms except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity relating to enforceability.

         5.05 Litigation. Except as disclosed on Schedule 5.05, there are no
legal actions, suits, proceedings, claims or disputes pending, or to the
knowledge of Holdings, threatened, at law, in equity, in arbitration or before
any Governmental Authority against or affecting any of the Credit Parties (a)
which affects the legality, validity or enforceability of this Agreement or
which seeks to obtain damages or obtain relief as a result of the transactions
contemplated by the Transaction Documents or (b) which could reasonably be
expected to have a Material Adverse Effect. No injunction, writ, temporary
restraining order, decree or any order of any nature has been issued by any
court or other Governmental Authority purporting to enjoin or restrain the
execution, delivery or performance of this Agreement or any of the other
Transaction Documents.

         5.06 No Default or Breach. No Credit Party is in default under or with
respect to any Contractual Obligation in any respect, which, individually or
together with all such defaults, could reasonably be expected to have a Material
Adverse Effect.

         5.07 ERISA. The execution and delivery of this Agreement and each of
the other Transaction Documents, the purchase and sale of the Note and the
Warrant hereunder and the consummation of the transactions contemplated hereby
and thereby will not result in any prohibited transaction within the meaning of
Section 406 of ERISA or Section 4975 of the Code or any other violations of
ERISA or any other Requirement of Law related thereto.

         5.08 Disclosure. Taken as a whole, this Agreement and the documents and
certificates furnished to the Purchaser by Holdings on or prior to the Closing
do not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein, in the light of the circumstances under which they were made, not
misleading. There is no fact known to Holdings which



                                       22
<PAGE>   29
Holdings has not disclosed to the Purchaser in writing, which has had since June
30, 1999 or could reasonably be expected to have a Material Adverse Effect.

         5.09 Capitalization. As of the Closing Date, the authorized Capital
Stock of each Credit Party and the issued and outstanding shares thereof is as
described on Schedule 5.09. As of the Closing Date, all outstanding shares of
each Credit Party will be duly authorized and validly issued, fully paid,
nonassessable and free and clear of any Lien (other than Liens created under or
permitted by the Senior Loan Documents). Except as described in Schedule 5.09,
as of the date hereof, (a) no other Capital Stock of any Credit Party is
authorized or outstanding, (b) no Credit Party has outstanding any rights
(either preemptive or other) or options to subscribe for or purchase from such
Credit Party, or any warrants or other agreements providing for or requiring the
issuance by such Credit Party of, any Capital Stock and (c) neither any Credit
Party nor any of its shareholders is a party to any agreement with respect to
the voting or transfer of the Capital Stock of such Credit Party.

         5.10 Private Offering. No form of general solicitation or general
advertising was used by Holdings or, to the best of its knowledge, its
representatives in connection with the offer or sale of the Note or the Warrant.
Assuming the truth of the representations made in Article 6, no registration of
the Note or the Warrant pursuant to the provisions of the Securities Act or any
state securities or "blue sky" laws will be required by the offer, sale or
issuance of the Note, the Warrant or the shares of Common Stock issuable upon
exercise of the Warrant.

         5.11 Broker's, Finder's or Similar Fees. Except for fees payable by
Holdings to BancAmerica Securities LLC and as disclosed in the Acquisition
Agreement, there are no brokerage commissions, finder's fees or similar fees or
commissions payable in connection with the transactions contemplated hereby or
any other Transaction Document to which Holdings is a party, based on any
agreement, arrangement or understanding with Holdings or any action taken by
Holdings.

         5.12 Contractual Obligations, etc. Except for the Transaction Documents
and Other Documents, Schedule 5.12 hereto sets forth a complete and accurate
list of all material Contractual Obligations (including the Contractual
Obligations acquired or assumed in connection with the Acquisition) of each
Credit Party in effect as of the Closing Date. To the knowledge of Holdings, on
the Closing Date, each such Contractual Obligation (including Contractual
Obligations evidencing Indebtedness and Liens) is, and after giving effect to
the consummation of the transactions contemplated by the Transaction Documents
will be, in full force and effect in accordance with the terms thereof and there
are no material defaults by any Credit Party or by any other party under any
such Contractual Obligation.



                                       23
<PAGE>   30
         5.13 Financial Statements, Solvency.

              (a) Financial Statements.

                  (i) The consolidated balance sheets of Healthcare and its
Subsidiaries at December 31, 1997, December 31, 1998 and September 30, 1999, and
the related statements of income, retained earnings and cash flows of Healthcare
and its Subsidiaries for the fiscal year or other period ended on such dates, as
the case may be, copies of which have been furnished to the Purchaser prior to
the date hereof, present fairly in all material respects the financial condition
of Healthcare and its Subsidiaries as of the dates thereof and for the periods
then ended and have been prepared in accordance with GAAP consistently applied
except, in the case of such financial statements which are audited, as may be
indicated in the notes thereto and, in the case of the financial statements at
and as of September 30, 1999, except for (a) changes required by GAAP as set
forth on Schedule 5.13(a), (b) materials and disclosures normally found in notes
to financial statements prepared in accordance with GAAP and (c) normal year-end
adjustments.

                  (ii) The pro forma consolidated balance sheet of Holdings and
its Subsidiaries delivered to the Purchaser pursuant to Section 3.06(a) (the
"Pro Forma Balance Sheet") reflects estimated purchase accounting adjustments
and presents a good faith estimate of the pro forma financial condition of
Holdings and its Subsidiaries (after giving effect to the issuance of the Notes
and the Warrant, the transactions contemplated to occur on the Closing Date,
including, without limitation, the AMN Acquisition, and the application of the
proceeds of the Notes and the Warrant).

                  (iii) Projections. The financial projections delivered to the
Purchaser hereunder (the "Projections") are based on good faith estimates and
assumptions believed by the management of Holdings to be reasonable in light of
the circumstances when made, and there are no statements or conclusions in any
of the Projections which, at the time made, were based upon or included
information known to Holdings to be materially misleading or which fail to take
into account material information regarding the matters reported therein. On the
date hereof, Holdings believes that the Projections are reasonable and
attainable, it being understood that uncertainty is inherent in any forecasts or
projections and that no assurance can be given that the results set forth in the
Projections will actually be obtained.

              (b) Solvency. After giving effect to the consummation of the
transactions contemplated by this Agreement, (a) the fair value of the assets on
a going concern basis of the Credit Parties on a consolidated basis will be
greater than the total amount of liabilities, including, without limitation,
contingent and unliquidated liabilities, thereof, (b) each Credit Party will be
able to pay all of its liabilities as they mature and (c) each Credit Party will
not have unreasonably small capital with which to carry on their business. In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.



                                       24
<PAGE>   31
         5.14 Acquisition Documents. Holdings has delivered to the Purchaser a
true, complete and correct copy of the Acquisition Agreement with all amendments
and modifications thereto. Schedule 5.14 hereto sets forth a complete and
accurate list of all the other Acquisition Documents, together with all
amendments and modifications thereto. Such documents (including the schedules
and exhibits thereto) comprise a full and complete copy of all material
agreements between the parties thereto executed on or after the date of the
Acquisition Agreement with respect to the subject matter thereof and all
transactions related thereto, and there are no material agreements or
understandings, oral or written, or side agreements among the parties thereto
not contained therein that relate to or modify the substance thereof The
Acquisition Agreement and the other Acquisition Documents have been duly
authorized by all necessary corporate action on the part of each Credit Party,
and, when executed and delivered by such Credit Party, will be the legal, valid
and binding obligations of such Credit Party and its successors, enforceable in
accordance with their terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors' rights
generally and by general principles of equity relating to enforceability.

         5.15 Senior Loan Documents. Holdings has delivered to the Purchaser
true, complete and correct copies of the Senior Loan Documents together with all
amendments and modifications thereto. Other than the documents listed on
Schedule 5.15, such documents (including the schedules and exhibits thereto)
comprise a full and complete copy of all material agreements between the parties
thereto with respect to the subject matter thereof and all transactions related
thereto, and there are no material agreements or understandings, oral or
written, or side agreements among the parties thereto not contained therein that
relate to or modify the substance thereof. The Senior Loan Documents have been
duly authorized by all necessary corporate action on the part of each Credit
Party and when executed and delivered by such Credit Party will be the legal,
valid and binding obligations of such Credit Person and its successors,
enforceable in accordance with their terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting
creditors' rights generally and by general principles of equity relating to
enforceability. Each of the representations and warranties contained in Section
6 (other than those set forth in Sections 6.4, 6.5, 6.8, 6.14, 6.15, 6.19 and
6.20) of the Senior Loan Agreement is true and correct in all material respects
and is hereby incorporated herein by reference as if fully set forth herein.

         5.16 Indebtedness. Except as otherwise permitted by Section 9.01, the
Credit Parties have no Indebtedness.

         5.17 Investments. All Investments of each of the Credit Parties are
Permitted Investments.




                                       25
<PAGE>   32
                                   ARTICLE VI

                               REPRESENTATIONS AND
                           WARRANTIES OF THE PURCHASER

         The Purchaser hereby represents and warrants as follows:

         6.01 Authorization, No Contravention. The execution, delivery and
performance by the Purchaser of this Agreement and the other Transaction
Documents to which it is a party (a) is within the Purchaser's power and
authority and has been duly authorized by all necessary action, (b) does not
contravene the terms of the Purchaser's organizational documents or any
amendment thereof and (c) will not violate, conflict with or result in any
breach or contravention of any Contractual Obligation of the Purchaser, or any
Requirement of Law directly relating to the Purchaser.

         6.02 Corporate Existence and Power. The Purchaser (a) is a limited
partnership duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization, (b) has all requisite power and authority
to own and operate its property and to conduct the business in which it is
currently, or is currently proposed to be, engaged and (c) has the power and
authority to execute, deliver and perform its obligations under this Agreement
and each other Transaction Documents to which it is or will be a party.

         6.03 Binding Effect. This Agreement has been duly executed and
delivered by the Purchaser, and this Agreement constitutes the legal, valid and
binding obligation of the Purchaser enforceable against it in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws affecting the enforcement of creditors' rights generally or by general
equitable principles relating to enforceability.

         6.04 Accredited Investor; Purchase for Own Account. The Purchaser is an
"accredited investor" within the meaning of Regulation D under the Securities
Act. The Note and the Warrant are being or will be acquired for its own account
and with no intention of distributing or reselling such securities or any part
thereof in any transaction that would be in violation of the Securities Act,
federal securities laws or the securities laws of any state, without prejudice,
however, to the rights of the Purchaser at all times to sell or otherwise
dispose of all or any part of the Note, the Warrant or the shares of Common
Stock issued upon exercise of the Warrant under an effective registration
statement under the Securities Act and applicable state securities laws, or
under an exemption from such registration available under the Securities Act and
applicable state securities laws. If the Purchaser should in the future decide
to dispose of the Note, the Warrant or the shares of Common Stock issued upon
exercise of the Warrant, the Purchaser understands and agrees that it may do so
only in compliance with the Securities Act and applicable state securities laws,
as then in effect and that stop-transfer instructions to that effect, where
applicable, will be in effect with respect to such securities. If the Purchaser
should decide to dispose of the Note or the Warrant, the Purchaser, if requested
by Holdings in its reasonable judgment, will have the obligation in connection
with such disposition, at Holdings' expense, of delivering an opinion of



                                       26
<PAGE>   33
counsel in connection with such disposition to the effect that the proposed
disposition of such securities would not be in violation of the Securities Act
or any applicable state securities laws. The Purchaser agrees to the imprinting,
so long as required by law, of a legend on certificates representing the Note
and the Warrant to the following effect:

         "THE SECURITIES REPRESENTED BY THIS [NOTE] [COMMON STOCK PURCHASE
         WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE
         OR OTHER DISPOSITION OF THIS [NOTE) [COMMON STOCK PURCHASE WARRANT] MAY
         BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS [NOTE]
         [COMMON STOCK PURCHASE WARRANT] HAS BECOME EFFECTIVE UNDER SUCH ACT,
         AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE
         SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR HOLDINGS HAS BEEN
         FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO HOLDINGS THAT SUCH
         REGISTRATION IS NOT REQUIRED. NEITHER THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY
         HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES."

         6.05 ERISA. No part of the funds used by the Purchaser to purchase the
Note or the Warrant hereunder constitutes assets of any Plan or any "plan" (as
defined in Section 4975 of the Code).

         6.06 Broker's, Finder's or Similar Fees. There are no brokerage
commissions, finder's fees or similar fees or commissions payable in connection
with the transactions contemplated hereby, or by any other Transaction Document
to which the Purchaser is a party, based on any agreement, arrangement or
understanding with the Purchaser or any action taken by the Purchaser.

         6.07 Governmental Authorization, Third Party Consent. Except as
contemplated by the Transaction Documents and except to the extent previously
and duly obtained or made and in full force and effect, no approval, consent,
compliance, exemption, authorization or other action by, or notice to, or filing
with, any Governmental Authority or any other Person in respect of any
Requirement of Law, and no lapse of a waiting period under a Requirement of Law,
is necessary or required in connection with the execution, delivery or
performance by the Purchaser or enforcement against the Purchaser of this
Agreement or the transactions contemplated hereby.

         6.08 Investment Company. Neither the Purchaser nor any Person
controlling the Purchaser is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.



                                       27
<PAGE>   34
                                  ARTICLE VII

           FINANCIAL INFORMATION AND NOTICES; BOARD OBSERVATION RIGHTS

         7.01 Financial Statements and Other Information. Until the earlier of
(a) a Qualified Public Offering, or (b) the first date on which (i) Holdings has
paid all principal of and interest and premium on the Notes and all other
amounts then due under this Agreement and the Notes and (ii) there ceases to be
any Significant Holder, Holdings shall deliver to each Significant Holder:

              (a) Interim Financials.

                  (i) Financial Reports. Concurrently with the distribution of
any such report to any Sponsor Entity, copies of the monthly financial reporting
package consisting of the consolidated statements of income, cash flows and
balance sheet of Holdings and its Subsidiaries, along with any supporting
operational and statistical data included therein.

                  (ii) Quarterly Financial Statements. As soon as available, but
in any event not later than forty-five (45) days after the end of each of the
first three fiscal quarters of each fiscal year of Holdings, the unaudited
consolidating and consolidated statement of income and balance sheet of Holdings
and its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of cash flows and retained earnings of
Holdings and its consolidated Subsidiaries for such quarter and the portion of
the fiscal year through the end of such quarter, setting forth in each case
comparative figures for the related periods in the prior fiscal year and
budgeted figures for such period as set forth in the respective budget delivered
pursuant to Section 7.01(g), all of which shall be certified by the chief
financial officer or equivalent officer of Holdings, subject to the absence of
footnotes, changes resulting from the audit, and normal year-end audit
adjustments; and

              (b) Year-End Financials. As soon as available, but in any event
within ninety (90) days after the end of each fiscal year of Holdings, a copy of
the consolidating and consolidated statement of income and balance sheet of
Holdings and its consolidated Subsidiaries as at the end of such year and the
related consolidated statements of cash flows and retained earnings for such
year.

         All such financial statements shall be complete and correct in all
material respects and shall be prepared in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(except as approved by the accountants preparing such statements or the chief
financial officer, as the case may be, and disclosed therein) and, in the case
of the consolidated financial statements referred to in Section 7.01(b),
accompanied by a report thereon of independent certified public accountants of
recognized national standing, which report shall contain no qualifications with
respect to the continuance of Holdings and its Subsidiaries as going concerns
and shall state that such financial statements present fairly in all material
respects the financial position of Holdings and its Subsidiaries as at the dates
indicated and the results



                                       28
<PAGE>   35
of their operations and cash flow for the periods indicated in conformity with
GAAP and that the examination by such accountants in connection with such
financial statements has been made in accordance with GAAP.

              (c) Compliance Certificate. Together with each delivery of
financial statements pursuant to Sections 7.01(a)(ii) and 7.01(b) above, a fully
and properly completed compliance certificate signed by an Executive Officer of
Holdings certifying that Holdings is in compliance with each of the covenants
contained in Articles 7, 8 and 9 hereof.

              (d) Accountants' Certification. Together with each delivery of
consolidated financial statements of Holdings pursuant to Section 7.01(b), a
written statement by its independent certified public accountants (i) stating
that they have reviewed the terms of Section 9.01 of this Agreement as the same
relate to accounting matters and (ii) stating whether, in the course of their
year-end audit, any condition or event that constitutes an Event of Default
under such Section has come to their attention and, if such a condition or event
has come to their attention, specifying the nature and period of existence
thereof; provided, that, such accountants shall not be liable by reason of any
failure to obtain knowledge of any such Event of Default that would not be
disclosed in the course of their audit examination.

              (e) Accountants' Reports. Within a reasonable time period after
receipt thereof, a copy of any management letter submitted by independent public
accountants to Holdings or any of its Subsidiaries in connection with any annual
audit of the books of such Person.

              (f) Management Report. Together with each delivery of financial
statements of Holdings pursuant to Section 7.01(a)(ii) and (b) above, a
management report: (i) describing the operations and financial condition of the
Credit Parties for the period then ended and the portion of the current fiscal
year then elapsed (or for the fiscal year then ended in the case of year-end
financials), (ii) setting forth in comparative form the corresponding figures
for the corresponding periods of the previous fiscal year and the corresponding
figures from the most recent budget for the current fiscal year delivered to
such Significant Holder pursuant to Section 7.01(g) and (iii) discussing the
reasons for any significant variations from such budget. The information above
shall be presented in reasonable detail and shall be certified by the chief
financial officer or equivalent officer of Holdings to the effect that such
information (including the financial statements of Holdings delivered pursuant
to Section 7.01(a)(ii) and (b)) fairly presents the results of operations and
financial condition of Holdings and its Subsidiaries, as at the dates and for
the periods indicated, except for normal year-end audit adjustments and absence
of footnotes.

              (g) Budgets. As soon as available and in any event not later than
forty-five (45) days after the end of each fiscal year of Holdings an annual
budget in form satisfactory to the Required Holders (including budgeted
statements of income, cash flows and balance sheets) prepared by Holdings for
each fiscal month of such fiscal year, prepared in reasonable detail, with
appropriate presentation and discussion of the



                                       29
<PAGE>   36
principal assumptions upon which such budget is based, which shall be
accompanied by the statement of the chief executive officer or chief financial
officer of Holdings to the effect that, to the best of his knowledge, such
budget is a reasonable estimate for the periods respectively covered thereby in
light of the circumstances at the time such budget was prepared.

              (h) SEC Filings and Press Releases. Promptly upon their becoming
available, copies of all regular and periodic reports and all registration
statements and prospectuses, if any, filed by any of the Credit Parties with any
securities exchange or with the Commission.

              (i) Other Information. With reasonable promptness, such other
information and data with respect to any Credit Party as from time to time may
be reasonably requested by any Holder.

              (j) Notices. Prompt (but in no event later than ten (10) days
after an Executive Officer of Holdings obtains knowledge thereof) written notice
of: (i) the commencement of all proceedings and investigations by or before any
Governmental Authority (including any notice of violation of any Requirement of
Law) and all actions and proceedings in any court or before any arbitrator
against or involving any Credit Party thereof or any of its or their respective
properties, assets or businesses, in each case involving a claim or liability
which could reasonably be expected to have a Material Adverse Effect, (ii) any
material labor controversy that has resulted in or in the reasonable judgment of
Holdings threatens to result in, a strike or other work action against any
Credit Party, (iii) any attachment, judgment, levy or order assessed against any
Credit Party that could reasonably be expected to have a Material Adverse
Effect, (iv) any notice given or received by any Credit Party of any event of
default, or any event which constitutes or which with the passage of time or
giving of notice or both would constitute, a default or event of default under
the Senior Loan Agreement, (v) any act or condition arising under ERISA that
would constitute grounds for the termination of any Plan or for the appointment
by the appropriate United States District Court of a trustee to administer such
plan or for the imposition of any liability on any Credit Party under Title IV
of ERISA, (vi) any Event of Default, or any event which constitutes or which
with the passage of time or giving of notice or both would constitute an Event
of Default, and (vii) any written notice of any kind given or received by any
Credit Party from any Senior Lender under the Senior Loan Agreement.

         7.02 Board of Directors Observation Rights. For the period commencing
on the Closing Date and ending on the earliest to occur of (a) a Qualified
Public Offering and (b) the date on which the Purchaser first ceases to be a
Significant Holder (such period, the "Observation Period"), Holdings shall
provide the Purchaser the right to have one representative present (whether in
person or by telephone) at all meetings of the Board of Directors of Holdings;
provided, that such representative shall not be entitled to vote at such
meetings; provided further, that such representative shall not be entitled to
attend that portion of meetings during which the Board of Directors shall
discuss any rights of Holdings vis-a-vis the Purchaser. During the Observation
Period, Holdings shall provide the Purchaser with a notice of each meeting of
the Board of Directors of



                                       30
<PAGE>   37
Holdings as is distributed to the directors of Holdings in accordance with
Holdings' Charter Documents together with all materials that are distributed to
the directors of Holdings pertaining to such meeting. The Purchaser shall
provide notice to Holdings of the identity and address of, or any change with
respect to the identity or address of, such representative. The rights of the
Purchaser under this Section 7.02 may not be transferred or assigned to any
other Person.

         7.03 Confidentiality. Each Holder and its assignees and participants
agrees to keep confidential and not to disclose to third parties information
regarding any Credit Party furnished to such Holder or its assignees or
participants by Holdings (or in the case of an assignment or participation, by
any Holder) pursuant to the Transaction Documents; provided that this
confidentiality agreement shall not apply (i) to the extent that such Holder or
its assignee or participant in its sole discretion determines that disclosure to
one or more third parties is necessary to satisfy any legal or regulatory
obligations or requests or to enforce its rights under any Transaction
Documents, (ii) if reasonably incidental to the administration of the
Transaction Documents, to disclosures by such Holder or its assignee or
participant to its directors, officers, employees, agents, advisors, attorneys
and accountants in each case, on a need to know basis in accordance with
customary banking or investment practices (provided that such Persons shall
themselves agree to maintain the confidentiality of such information in
accordance with the requirements hereof (iii) to any information (A) which was
publicly known or available at the time of its disclosure to such Holder or its
assignee or participant, (B) which subsequently becomes publicly known or
available other than as a result of a breach by such Holder or its assignee or
participant of its non-disclosure obligations under this sentence or (C) which
becomes known to such Holder or its assignee or participant other than from
Holdings, (iv) to any other Holder or an Affiliate of any Holder, or (v) subject
to provisions substantially similar to those contained in this Section 7.03, to
any Eligible Assignee or proposed participant in connection with a proposed
transfer to such Person of the Note, the Warrant, or any Common Shares issued
upon the exercise of the Warrant.


                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS

         Until such time as Holdings has paid all principal of and interest and
premium (if applicable) on the Notes and all other amounts due under this
Agreement and the Notes, Holdings hereby covenants and agrees with each Holder
as follows:

         8.01 Preservation of Existence and Franchises. Except as a result of or
in connection with a dissolution, merger or disposition of a Subsidiary not
prohibited by Section 9.03 or Section 9.04, Holdings will, and will cause each
of the other Credit Parties to, do all things necessary to preserve and keep in
full force and effect its existence and authority and all material rights and
franchises.

         8.02 Books and Records. Holdings will, and will cause each of the other
Credit Parties to, keep complete and accurate books and records of its
transactions in accordance



                                       31
<PAGE>   38
with good accounting practices on the basis of GAAP (including the establishment
and maintenance of appropriate reserves).

         8.03 Compliance with Law. Holdings will, and will cause each of the
other Credit Parties to, comply with all Requirements of Law applicable to it
and its Property if noncompliance with any such Requirement of Law could
reasonably be expected to have a Material Adverse Effect.

         8.04 Payment of Taxes and Other Indebtedness. Holdings will, and will
cause each of the other Credit Parties to, pay or cause to be paid and discharge
(a) all material taxes, assessments and governmental charges or levies imposed
upon it, or upon its income or profits, or upon any of its properties, before
they shall become delinquent, (b) all lawful claims (including claims for labor,
materials and supplies) which, if unpaid, might give rise to a Lien upon any of
its properties, and (c) except as prohibited hereunder, all of its other
Indebtedness as it shall become due; provided, that neither Holdings nor any
other Credit Party shall be required to pay any such tax, assessment, charge,
levy, claim or Indebtedness which is being contested in good faith by
appropriate proceedings and as to which adequate reserves therefor have been
established in accordance with GAAP, unless the failure to make any such payment
(i) could give rise to an immediate right to foreclose on a Lien securing such
amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

         8.05 Insurance. Holdings will, and will cause each of the other Credit
Parties to, at all times maintain in full force and effect insurance (including
worker's compensation insurance, liability insurance, casualty insurance and
business interruption insurance) in such amounts, covering such risks and
liabilities and with such deductibles or self-insurance retentions as are in
accordance with normal industry practice or as otherwise required by the Senior
Loan Documents. The present insurance coverage of the Credit Parties is outlined
as to carrier, policy number, expiration date, type and amount on Schedule 8.05.

         8.06 Maintenance of Property. Holdings will, and will cause each of the
other Credit Parties to, maintain and preserve its Property and equipment
material to the conduct of its business in good repair, working order and
condition, normal wear and tear and casualty and condemnation excepted, and will
make, or cause to be made, in such Property and equipment from time to time all
repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the manner
customary for companies in similar businesses.

         8.07 Performance of Obligations. Holdings will, and will cause each of
the other Credit Parties to, perform in all material respects all of its
material obligations under the terms of all material agreements, indentures,
mortgages, security agreements or other debt instruments to which it is a party
or by which it is bound.

         8.08 Use of Proceeds. Holdings will use the proceeds of the Notes to
effect the AMN Acquisition, to pay fees and expenses related thereto and to
provide for working



                                       32
<PAGE>   39
capital and general corporate purposes (including, without limitation, for the
AMN Acquisition) of the Credit Parties.

         8.09 Inspections. Upon reasonable notice and during normal business
hours, Holdings will, and will cause each of the other Credit Parties to, permit
representatives appointed by any Significant Holder of Notes and, before a
Qualified Public Offering, any Significant Holder of Warrants or of the Common
Stock issued upon exercise thereof, including, without limitation, independent
accountants, agents, attorneys, and appraisers to visit and inspect its
property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and. shall permit the Significant Holders or their
representatives to investigate and verify the accuracy of information provided
to such Significant Holders and to discuss all such matters with the officers,
employees and representatives of such Significant Holders; provided, that if at
any time more than one Significant Holder wishes to exercise its rights under
this Section 8.09, all such Significant Holders shall appoint the same
representatives to act on their behalf.

         8.10 Year 2000 Compliance. Holdings will promptly notify the Holders of
the Notes in the event any Credit Party discovers or determines that any
computer application that is material to its business and operations will not be
able on a timely basis to perform properly date-sensitive functions for all
dates before and after January 1, 2000, except to the extent that such failure
could not reasonably be expected to have a Material Adverse Effect.


                                   ARTICLE IX

                               NEGATIVE COVENANTS

         Until such time as Holdings has paid all principal of and interest and
premium on the Notes and all other amounts due under this Agreement and the
Notes, Holdings hereby covenants and agrees with each Holder as follows:

         9.01 Indebtedness. Holdings will not, and will not permit any of the
other Credit Parties to, contract, create, incur, assume or permit to exist any
Indebtedness, except:

              (a) Indebtedness arising under this Agreement and the Notes;

              (b) Indebtedness of the Credit Parties in an aggregate amount not
to exceed $75,000,000 arising under the Senior Loan Agreement and the other
Senior Loan Documents;

              (c) any Indebtedness not otherwise permitted hereunder incurred by
any Credit Party hereafter if, on the date such Credit Party becomes liable with
respect to any such Indebtedness and immediately after giving effect thereto and
the concurrent retirement of any other Indebtedness, on a Pro Forma Basis, (i)
no Default or Event of



                                       33
<PAGE>   40
Default exists and (ii) the Leverage Ratio shall not exceed the Leverage Ratio
set forth below for such date of incurrence:

<TABLE>
<CAPTION>
                       DATE OF INCURRENCE                      LEVERAGE RATIO
           <S>                                                 <C>


           From November 19, 1999 to December 30,               5.25 to 1.00
           2000

           From December 31, 2000 to December 30,               4.75 to 1.00
           2001

           From December 31, 2001 to November 19,               3.75 to 1.00
           2005
</TABLE>

provided, that Holdings shall deliver on the date of such incurrence a Pro Forma
Compliance Certificate and; provided, further, that Holdings shall not be
obligated to deliver to any Holder of Notes a Pro Forma Compliance Certificate
in respect of the incurrence of any Indebtedness under any Designated
Refinancing Agreement if Holdings shall have delivered to each Holder of Notes a
Pro Forma Compliance Certificate concurrently with the delivery of the most
recent quarterly financial statements delivered pursuant to Section 7.01(a)(ii),
setting forth the Leverage Ratio on a Pro Forma Basis as of the end of the
applicable fiscal quarter;

              (d) purchase money Indebtedness (including obligations in respect
of Capital Leases or Synthetic Leases) hereafter incurred by Healthcare or any
of its Subsidiaries to finance the purchase of fixed assets provided that (i)
the total of all such Indebtedness under this clause (d) for all such Persons
taken together shall not exceed an aggregate principal amount of $2,500,000 at
any one time outstanding; (ii) such Indebtedness when incurred shall not exceed
the purchase price of the asset(s) financed; and (iii) no such Indebtedness
shall be refinanced for a principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing;

              (e) obligations of Healthcare in respect of Hedging Agreements
entered into in order to manage existing or anticipated interest rate or
exchange rate risks and not for speculative purposes;

              (f) intercompany Indebtedness arising out of loans, advances and
Guaranty Obligations permitted under Section 9.05; and

              (g) Guaranty Obligations of any Credit Party with respect to any
Indebtedness of Healthcare or any of its Subsidiaries permitted by this Section
9.01.

         9.02 Nature of Business. Holdings will not, and will not permit any of
the other Credit Parties to, engage at any time in any business or business
activity other than the business conducted by such Person as of the Closing Date
and any business reasonably related or similar thereto.




                                       34
<PAGE>   41
         9.03 Consolidation, Merger, Dissolution, etc. Except in connection with
a Permitted Asset Disposition, Holdings will not, and will not permit any of the
other Credit Parties to, enter into any transaction of merger or consolidation
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); provided that, notwithstanding the foregoing provisions of this
Section 9.03, (a) Healthcare may merge or consolidate with any of its
Subsidiaries provided that Healthcare shall be the continuing or surviving
corporation, (b) any Credit Party other than Holdings or Healthcare may merge or
consolidate with any other Credit Party other than Holdings or Healthcare, (c)
any Subsidiary of Healthcare may merge with any Person that is not a Credit
Party in connection with an Asset Disposition permitted under Section 9.04, (d)
Healthcare or any Subsidiary of Healthcare may merge with any Person other than
a Credit Party in connection with a Permitted Acquisition provided that, if such
transaction involves Healthcare, Healthcare shall be the continuing or surviving
corporation and (e) any Subsidiary of Healthcare may dissolve, liquidate or wind
up its affairs at any time provided that such dissolution, liquidation or
winding up, as applicable, could not reasonably be expected to have a Material
Adverse Effect.

         9.04 Asset Dispositions. Holdings will not, and will not permit any of
the other Credit Parties to, make any Asset Disposition other than an Excluded
Asset Disposition unless (a) at least 80% of the consideration paid in
connection therewith shall consist of cash or Cash Equivalents, (b) if such
transaction is a Sale and Leaseback Transaction, such transaction is not
prohibited by the terms of Section 9.11, (c) such transaction does not involve
the sale or other disposition of a minority equity interest in any Credit Party
and (d) the aggregate net book value of all of the assets sold or otherwise
disposed of by Holdings and the Credit Parties in all such transactions after
the Closing Date shall not exceed $3,000,000.

         9.05 Investments. Holdings will not, and will not permit any of the
other Credit Parties to, make Investments in or to any Person, except for
Permitted Investments.

         9.06 Restricted Payments. Holdings will not, and will not permit any of
the other Credit Parties to, directly or indirectly, declare, order, make or set
apart any sum for or pay any Restricted Payment, except (a) to make dividends or
other distributions payable to any Credit Party (directly or indirectly through
Subsidiaries), (b) payments by any Credit Party to AMN Acquisition Sub pursuant
to a tax sharing agreement under which each such Credit Party is allocated its
proportionate share of the tax liability of the affiliated group of corporations
that file consolidated federal income tax returns (or that file state or local
income tax returns on a consolidated, combined, unitary or similar basis), (c)
the repurchase, redemption or other acquisition or retirement for value of any
Capital Stock in Holdings held by members of senior management and other key
employees of the Credit Parties in an aggregate cash amount of up to $1,000,000
per year and not to exceed $2,500,000 in the aggregate as long as any Note
remains outstanding, (d) as permitted by Section 9.07 and (e) payments by any
Credit Party in respect of an annual management fee to the Sponsor Entities in
an amount not to exceed $200,000 per annum.



                                       35
<PAGE>   42
         9.07 Transactions with Affiliates. Holdings will not, and will not
permit any of the other Credit Parties to, enter into or permit to exist any
transaction or series of transactions with any officer, director, shareholder,
Subsidiary or Affiliate of such Person other than (a) advances of working
capital to any Credit Party by any Credit Party, (b) transfers of cash and
assets to any Credit Party by any Credit Party, (c) intercompany transactions
expressly permitted by Section 9.01, Section 9.03, Section 9.04, Section 9.05
or, Section 9.06, (d) customary compensation and reimbursement of expenses of
officers and directors, (e) payment in respect of annual management fee to any
Sponsor Entity or any Affiliate thereof, in an amount not to exceed $200,000 per
annum, (f) transactions described on Schedule 9.07 and (g) except as otherwise
specifically limited in this Agreement, other transactions which are entered
into in the ordinary course of such Person's business on terms and conditions
substantially as favorable to such Person as would be obtainable by it in a
comparable arm's-length transaction with a Person other than an officer,
director, shareholder, Subsidiary or Affiliate.

         9.08 Fiscal Year; Organizational Documents. Holdings will not, and will
not permit any of the other Credit Parties to, amend, modify or change its
articles of incorporation (or corporate charter or other similar organizational
document) or bylaws (or other similar document) in any manner materially adverse
to the Holders or change its fiscal year.

         9.09 Limitation on Restricted Actions. Holdings will not, and will not
permit any of the other Credit Parties to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such Person to (a) pay dividends or make any
other distributions to any Credit Party on its Capital Stock or with respect to
any other interest or participation in, or measured by, its profits, (b) pay any
Indebtedness or other obligation owed to any Credit Party, (c) make loans or
advances to any Credit Party or (d) sell, lease or transfer any of its
properties or assets to any Credit Party except for such encumbrances or
restrictions existing under or by reason of (i) this Agreement, (ii) the Senior
Loan Agreement and the other Senior Loan Documents, (iii) applicable law, (iv)
any Indebtedness or Lien permitted hereunder or under the Senior Loan Agreement
or any document or instrument governing any such Lien; provided that any such
restriction contained in any such Lien relates only to the asset or assets
subject to such Lien or (v) customary restrictions and conditions contained in
any agreement relating to the sale of any Property permitted under Section 9.04
pending the consummation of such sale.

         9.10 Ownership of Subsidiaries, Limitations on Holdings.
Notwithstanding any other provisions of this Agreement to the contrary:

              (a) Holdings will not, and will not permit any of the other Credit
Parties to, (i) permit any Person (other than Healthcare or any Wholly Owned
Subsidiary of Healthcare) to own any Capital Stock of any Subsidiary of
Healthcare, except (A) to qualify directors where required by applicable law or
to satisfy other requirements of applicable law with respect to the ownership of
Capital Stock of Foreign Subsidiaries or (B) as a result of or in connection
with a dissolution, merger, consolidation or disposition of a Subsidiary not
prohibited by Section 9.03 or Section 9.04, (ii) permit any Subsidiary



                                       36
<PAGE>   43
of Healthcare to issue or have outstanding any shares of preferred Capital Stock
or (iii) permit, create, incur, assume or suffer to exist any Lien on any
Capital Stock of any Subsidiary of Healthcare, except any Liens permitted under
the Senior Loan Agreement.

              (b) Holdings will not (i) hold any assets other than the Capital
Stock of Healthcare, (ii) have any liabilities other than (A) Indebtedness
permitted under Section 9.01, (B) tax liabilities in the ordinary course of
business, (C) loans, advances and payments permitted under Section 9.07, (D)
corporate, administrative and operating expenses in the ordinary course of
business, and (E) other liabilities under this Agreement, the Notes and the
other Transaction Documents to which Holdings is a party, or (iii) engage in any
business other than (A) owning the Capital Stock of Healthcare and activities
incidental or related thereto, and (B) acting as a guarantor under the Senior
Loan Agreement and pledging its assets, pursuant to the Senior Loan Documents to
which it is a party and (C) acting as borrower or guarantor, as applicable, in
respect of Indebtedness permitted under Section 9.01.

         9.11 Sale Leasebacks. Holdings will not, and will not permit any of the
other Credit Parties to, enter into any Sale and Leaseback Transaction if the
Net Cash Proceeds of all assets sold or transferred pursuant to such Sale and
Leaseback Transaction, individually or in the aggregate, together with all other
Sale and Leaseback Transactions, would exceed an amount equal to $2,000,000.

         9.12 Capital Expenditures. Holdings will not permit Consolidated
Capital Expenditures of the Credit Parties for any fiscal year to exceed
$3,000,000 plus the unused amount available for Consolidated Capital
Expenditures under this Section 9.12 for the immediately preceding fiscal year
(excluding any carry forward available from any prior fiscal year).

         9.13 Modifications of Senior Loan Agreement. Holdings will not, and
will not permit any of the other Credit Parties to, amend or modify (or permit
the amendment or modification of the Senior Loan Agreement and the other Senior
Loan Documents in a way that would extend the final maturity of the Indebtedness
of the Credit Parties thereunder to a date beyond May 19, 2005.


                                   ARTICLE X

                               REDEMPTION OF NOTES

         10.01 Optional Redemption of Notes. Subject to Article XI hereof,
Holdings shall have the right to redeem the Notes, in whole or in part, at any
time or from time to time, at a redemption price equal to the unpaid principal
thereof plus interest thereon through the date fixed for redemption plus a
premium in an amount equal to a percentage (the "Premium Percentage") of the
principal amount redeemed determined in accordance with the following schedule:



                                       37
<PAGE>   44
<TABLE>
<CAPTION>
           DATE OF PREPAYMENT                        PREMIUM PERCENTAGE
   <S>                                               <C>

   Before November 30, 2000                                  5%
   December 1, 2000 to November 30, 2001                     4%
   December 1, 2001 to November 30, 2002                     3%
   December 1, 2002 to November 30, 2003                     2%
   December 1, 2003 to November 30, 2004                     1%
   Thereafter                                                0%

</TABLE>


        10.02 Mandatory Redemption of Notes. Subject to Article XI hereof

              (a) Holdings shall redeem the Notes in full on November 19, 2005,
at a redemption price equal to the unpaid principal thereof, together with any
interest accrued and unpaid thereon as of the redemption date.

              (b) On the date that is the earliest to occur of (i) the
consummation by Holdings or Healthcare of any Public Offering, (ii) a Change of
Control, or (iii) the dissolution, winding-up or liquidation of Holdings or
Healthcare in whole or in part except as otherwise permitted hereby, then,
Holdings shall, at the option of the Required Holders, redeem the Notes of all
Holders in full at a redemption price equal to the unpaid principal thereof plus
interest thereon through the date fixed for redemption plus a premium in an
amount equal to the Premium Percentage set forth in Section 10.0 1 times the
principal amount redeemed.

        10.03 Notice of Redemption.

              (a) Optional Redemption. Any call for redemption of the Notes
pursuant to Section 10.01 shall be made by giving written notice to the Holders
of the Notes to be redeemed no less than thirty (30) days nor more than sixty
(60) days prior to the date fixed for redemption, which notice shall specify the
principal amount of such Notes to be redeemed. If less than all the Notes are to
be redeemed, the notice of redemption shall identify the Notes and portion
thereof to be redeemed. Notice of call for redemption having been given as
aforesaid, the principal amount to be redeemed, together with premium, if any,
and interest thereon to the date of prepayment, shall on the date designated in
such notice become due and payable. From and after such date, unless Holdings
shall default in payment of such principal amount when so due and payable,
together with premium, if any, and interest as aforesaid, interest on such
principal amount shall cease to accrue.

              (b) Mandatory Redemption. (i) In the event any Credit Party or any
shareholders thereof propose to effect any transaction described in Section
10.02(b)(i) or (iii), Holdings shall give each Holder of a Note written notice
thereof not later than thirty (30) days prior to the proposed date of
consummation of such transaction. Each Holder of a Note that desires to exercise
its option to cause Holdings to redeem its Notes in full shall give Holdings
irrevocable written notice (a "Redemption Notice") of such election not later
than fifteen (15) days after receipt of such written notice from Holdings, which
notice shall include wire instructions as to the account of the Holder of the
Note at a



                                       38
<PAGE>   45
financial institution to which Holdings shall transfer the redemption price.
Subject to the last sentence of this Section 10.03(b), if Holdings shall have
received a Redemption Notice from the Required Holders, it shall redeem in full
all Notes then outstanding on any Business Day selected by Holdings not later
than the date the transaction described in this Section 10.02(b) is consummated.
If any such transaction does not occur for any reason, Holdings shall promptly
notify each Holder that such redemption shall not be made by Holdings and no
such redemption shall be required.

              Notwithstanding anything to the contrary contained herein, in the
event of the occurrence of a Public Offering of Holdings or Healthcare, Holdings
shall have the right, at its sole option and election, to use the proceeds from
such Public Offering to redeem the Notes. Holdings shall give notice of its
intent to do so to all Holders of Notes within ten (10) days of receipt of the
affirmative election of the Required Holders to exercise their option to cause
Holdings to redeem the Notes and Holdings shall redeem the Notes in full on a
Business Day selected by Holdings not later than five Business Days after the
date such Public Offering is commenced.

                  (ii) In the event of a Change of Control of Holdings or
Healthcare, Holdings shall give each Holder of a Note written notice thereof not
later than 5 Business Days after the occurrence of such Change of Control. Each
Holder that desires to exercise its option to cause Holdings to redeem its Notes
in full shall give Holdings a Redemption Notice of such election within fifteen
(15) days after receipt of such written notice from Holdings, which notice shall
include wire instructions as to the account of the Holder of the Note at a
financial institution to which Holdings shall transfer the redemption price. If
Holdings shall have received Redemption Notices from Required Holders, it shall
redeem in full all Notes on a Business Day selected by Holdings no later than
five days after its receipt of Redemption Notices from Required Holders.

         10.04 Deposit of Funds and Termination of Rights. In connection with
any redemption under this Article X, upon one day's notice to the holder of
Notes affected thereby, Holdings may deposit for the benefit of the holders of
any or all of the Notes the funds necessary to redeem such Notes in accordance
with Sections 10.01 and 10.02 with a bank or trust company in the Borough of
Manhattan, the City of New York, having a capital and surplus of at least
$150,000,000. Any moneys so deposited by Holdings and unclaimed at the end of
two years from the date designated for the redemption of such Note shall revert
to the general funds of Holdings or as otherwise required by law. After such
reversion, any such bank or trust company shall, upon demand, pay over to
Holdings such unclaimed amounts and thereupon such bank or trust company shall
be relieved of all responsibility in respect thereof and any holder of Notes
shall look only to Holdings for the payment of the redemption price. Any
interest accrued on funds deposited pursuant to this Section 10.04 shall be paid
from time to time to Holdings for its own account. The notices required under
this Section 10.04 having been given as aforesaid, upon the payment of, or
deposit of, funds, as applicable, pursuant to this Section 10.04 in respect of
the Notes to be redeemed, notwithstanding that any such Notes themselves shall
not have been surrendered for cancellation, from and after the date scheduled
for the redemption of the Notes (i) the Notes shall no longer be deemed



                                       39
<PAGE>   46
outstanding, (ii) the rights to receive interest thereon shall cease to accrue
and (iii) all rights of the Holders of the Notes shall cease and terminate,
excepting only the right to receive the redemption price therefor; provided,
however, that if Holdings shall default in the payment of the redemption price
therefor, the Notes shall thereafter be deemed to be outstanding and the Holders
thereof shall have all of the rights of a Holder of Notes until such time as
such default shall no longer be continuing or shall have been waived by the
Required Holders.

         10.05 Allocation and Application of Payments. In the case of the
redemption of less than all the Notes at the time outstanding, the amount of any
such redemption shall be allocated to the aggregate principal amount of the
Notes to be redeemed among the holders of all the Notes at the time outstanding
in proportion, as nearly as practicable, to the respective aggregate unpaid
principal amounts of the Notes not theretofore called for redemption.

         10.06 Notation of Partial Payments. Upon any partial redemption of any
Note, such Note, at the option of the Holder of such Note, shall be either (a)
surrendered to Holdings in exchange for a new Note in a principal amount equal
to the principal amount remaining unpaid on the Note surrendered and otherwise
having the same terms and provisions as the Note surrendered or (b) made
available to Holdings at its office herein provided for notation thereon of the
portion of the principal so redeemed.


                                   ARTICLE XI

                             SUBORDINATION OF NOTES

         11.01 Definitions. As used in this Article 11, the following terms
shall have the following meanings:

         "Agent" means Bank of America, N.A., as agent for the Senior Lenders
under the Senior Loan Agreement, together with any successors or assigns or any
agent under any Refinancing Transaction.

         "Post-Petition Interest" means interest accruing in respect of Senior
Indebtedness after the commencement of any bankruptcy, insolvency, receivership
or similar proceedings by or against Holdings, at the rate applicable to such
Senior Indebtedness pursuant to the terms applicable thereto, whether or not
such interest is allowed as a claim enforceable against Holdings in any such
proceedings.

         "Senior Covenant Default" means any default under any Senior
Indebtedness (other than a Senior Payment Default) which continues unaccrued for
the period of grace, if any, with respect thereto.

         "Senior Default" means a Senior Payment Default or a Senior Covenant
Default.

         "Senior Indebtedness" means (a) all obligations of Healthcare, as
borrower, and Holdings, as guarantor, whether now or hereafter incurred pursuant
to and in accordance



                                       40
<PAGE>   47
with the Senior Loan Documents and any promissory notes evidencing such
obligations (including without limitation principal, interest (including
Post-Petition Interest), fees, costs, expenses, and other amounts), and (b) all
other obligations of any Credit Party in respect of Indebtedness permitted
pursuant to the terms of Section 9.01(c) of this Agreement, whether now or
hereafter incurred by such Credit Party provided, that, with respect to this
clause (b), (i) such Indebtedness is for borrowed money and (ii) the principal
amount of such Indebtedness is at least $1,000,000 in each single transaction at
the time such Indebtedness is incurred.

         "Senior Payment Default" means any default in the payment of any Senior
Indebtedness whether upon the scheduled maturity thereof, upon acceleration or
otherwise, which, in each case, continues uncured for the period of grace, if
any, with respect thereto.

         11.02 Subordination. Holdings, for itself and its successors and
assigns, covenants and agrees, and each Holder, by its acceptance thereof, shall
be deemed to have agreed, that the payment from whatever source of the
Indebtedness of Holdings evidenced by this Agreement and the Notes, including
the principal thereof, interest and premium thereon, and any other amounts owing
hereunder or thereunder shall be subordinate and subject in right of payment, to
the extent and in the manner hereinafter set forth, to the prior payment in full
of all Senior Indebtedness, and that each holder of such Senior Indebtedness,
with respect to the Senior Indebtedness now existing or hereafter arising, shall
be deemed to have acquired such Senior Indebtedness in reliance upon the
covenants and provisions contained in this Article 11.

        11.03 Subordination Upon Distribution of Assets.

              (a) Upon any payment or distribution of assets of Holdings of any
kind or character, whether in cash, property or securities, to creditors upon
any dissolution or winding-up or total or partial liquidation or reorganization
of Holdings, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings or pursuant to any assignment for the benefit
of creditors or any other marshalling of assets and liabilities of Holdings
(including upon any event described in Section 12.01(g) or (h)), all Senior
Indebtedness shall first be paid in full or duly provided for before any payment
is made on account of the Notes, and any such payment or distribution which
otherwise would be payable or deliverable upon or with respect to the Notes
shall be paid or delivered directly to the holders of the Senior Indebtedness or
as otherwise directed by such holders or a court of competent jurisdiction for
application to the payment or prepayment of the Senior Indebtedness (in such
order as the holders of the Senior Indebtedness may elect) until the Senior
Indebtedness shall have been paid in full or duly provided for.

              (b) For purposes of this Section 11.03, the words "cash, property
or securities" shall not be deemed to include (i) any payment or distribution of
securities of Holdings or any other corporation authorized by an order or decree
giving effect, and stating in such order or decree that effect is given, to the
subordination of the Notes to the Senior Indebtedness, and made by a court of
competent jurisdiction in a reorganization



                                       41
<PAGE>   48
proceeding under any applicable bankruptcy, insolvency or other similar law, or
(ii) securities of Holdings or any other corporation provided for by a plan of
reorganization or readjustment which are subordinated, to at least the same
extent as the Notes, to the payment of all Senior Indebtedness then outstanding.

        11.04 Prohibitions and Limitations on Payment.

              (a) Subject to Section 11.03 hereof, upon receipt by Holdings of a
Blockage Notice (as defined below) in respect of any Senior Payment Default and
unless and until such Senior Payment Default shall have been cured or
effectively waived in writing by the holders of the Senior Indebtedness, no
direct or indirect payment (in cash, property, securities or by set-off or
otherwise) shall be made of or on account of the Notes or any other amount due
under this Agreement, or in respect of any redemption, retirement, purchase or
other acquisition of the Notes and the Holders shall not accept (in cash,
property, securities or by setoff or otherwise) from Holdings any payment of or
on account of the Notes. Upon the earlier of the cure or waiver of such Senior
Payment Default, Holdings shall, subject to Section 11.03 hereof, promptly pay
to the Holders all sums then due and payable under the Notes as a result of this
Section 11.04(a).

              (b) Subject to Section 11.03 hereof, upon receipt by Holdings of a
Blockage Notice in respect of any Senior Covenant Default and until the earlier
of (i) such Senior Covenant Default shall have been cured or effectively waived
in writing by the holders of the Senior Indebtedness and (ii) the expiration of
the applicable Blockage Period (as defined below), no direct or indirect payment
(in cash, property, securities or by set-off or otherwise) shall be made of or
on account of the Notes or any other amount due under this Agreement, or in
respect of any redemption, retirement, purchase or other acquisition of the
Notes and the Holders shall not accept (in cash, property, securities or by
setoff or otherwise) from Holdings any payment of or on account of the Notes or
any other amount due under this Agreement. Upon the earlier of the dates
described in clause (i) and (ii) above, Holdings shall, subject to Section 11.03
hereof, promptly pay to the Holders all sums then due and payable under the
Notes as a result of this Section 11.04(b).

              (c) For purposes of this Section 11.04, a "Blockage Notice" is a
notice of a Senior Default given to Holdings by the Agent, in the case of the
Senior Loan Documents, or by the holders of the requisite principal amount of
the Senior Indebtedness under which such Senior Default has occurred (or their
authorized agent), and a "Blockage Period" is the period commencing upon
Holdings' receipt of such Blockage Notice and ending on the date one hundred
eighty (180) days thereafter; provided that (i) no Blockage Notice pursuant to
Section 11.04(b) may be given by reason of the continuance of any Senior
Covenant Default which existed at the time of the giving of a prior Blockage
Notice unless such Senior Covenant Default shall have been cured for a period of
not less than sixty (60) days, (ii) no more than two Blockage Notices pursuant
to Section 11.04(b) with respect to a Senior Covenant Default may be given in
any three hundred sixty (360)-day period, and (iii) no Blockage Period or
Periods pursuant to Section 11.04(b) with respect to a Senior Covenant Default
may extend for more than one hundred eighty (180) days in any consecutive three
hundred sixty (360)-day period. Upon




                                       42
<PAGE>   49
receipt of any Blockage Notice, Holdings shall promptly, but in any event with
five (5) Business Days of receipt, deliver the same to each Holder.

         11.05 Limitation on Remedies. So long as any Senior Indebtedness
remains outstanding, upon the occurrence of an Event of Default, no Holder shall
declare or join in any declaration of any of the Notes to be due and payable by
reason of such Event of Default or otherwise take or cause to be taken any
action against Holdings (including, without limitation, commencing any legal
action against Holdings or filing or joining in the filing of any insolvency
petition against Holdings) until the expiration of the Remedy Standstill Period
(as defined below) with respect to such Event of Default. For purposes of this
Agreement, the term "Remedy Standstill Period" shall mean a period which
commences on the date that a notice of intention to exercise remedies on account
of the occurrence of an Event of Default is given by the Required Holders to
Holdings and the Agent and ends on the earliest to occur of (i) the cure or
waiver of all Senior Payment Defaults continuing during such Remedy Standstill
Period, or the expiration of any Blockage Period with respect to a Senior
Covenant Default in effect during such Remedy Standstill Period, (ii) the
acceleration of any Senior Indebtedness, (iii) an Event of Default specified in
clause (g) or (h) of Section 12.01, (iv) one hundred eighty (180) days after the
receipt by Holdings of such notice of intention to exercise remedies, (v) the
waiver or amendment by or on behalf of the holders under the Senior Loan
Agreement (or any requisite percentage thereof of the restrictions, during such
Remedy Standstill Period, on asset sales or dispositions by Holdings or any of
its Subsidiaries so as to permit Holdings or any of its Subsidiaries to transfer
or apply the net proceeds from such asset sales or dispositions to or for the
benefit of any holders of long-term Indebtedness of Holdings or its Subsidiaries
other than to repay obligations under the Senior Loan Agreement, or (vi) such
time as the holders of Senior Indebtedness (or any requisite percentage thereof
consent in writing to the termination of the Remedy Standstill Period.

         11.06 Payments and Distributions Received. If any Holder shall have
received any payment from, or distribution of assets of, Holdings in respect of
any of the Notes in contravention of the terms of this Article 11, then and in
such event such payment-or distribution shall be received and held in trust for
and shall be paid over or delivered to the holders of the Senior Indebtedness
(or to the applicable agent on their behalf for application to the Senior
Indebtedness, to the extent necessary to pay all such Senior Indebtedness in
full in the form received (except for the endorsement or assignment of such
Holder where necessary).

         11.07 Proofs of Claim. If, while any Senior Indebtedness is
outstanding, any event described in Section 11.03(a) occurs, the Holders shall
duly and promptly take such action as any holder of the Senior Indebtedness may
reasonably request to collect any payment with respect to the Notes for the
account of the holders of the Senior Indebtedness and to file appropriate
claims, or proofs of claim in respect of the Notes and to execute and deliver on
demand such powers of attorney, proofs of claim, assignments of claim or other
instruments as may be required to enforce any and all claims on or with respect
to the Notes. Upon the failure of any Holder to take any such action, each
holder of the Senior Indebtedness is hereby irrevocably authorized and empowered
(in its own name or otherwise), but shall have no obligation, to demand, sue
for, collect and receive




                                       43
<PAGE>   50
every payment or distribution referred to in respect of the Notes and to file
claims and proofs of claim with respect to the Notes and each of the Holders
hereby appoints each holder of the Senior Indebtedness or its representative as
attorney-in-fact for such Holder to take any and all actions permitted by this
paragraph to be taken by such Holder.

         11.08 Subrogation. After all amounts payable under or in respect of the
Senior Indebtedness have been paid in full or duly provided for, the Holders
shall be subrogated to the rights of the holders of the Senior Indebtedness to
receive payments or distributions applicable to the Senior Indebtedness to the
extent that distributions otherwise payable to the Holders have been applied to
the payment of the Senior Indebtedness. A distribution made under this Article
11 to a holder of the Senior Indebtedness which otherwise would have been made
to a Holder is not, as between Holdings and such Holder, a payment by Holdings
on the Senior Indebtedness.

         11.09 Relative Rights. This Article 11 defines the relative rights of
the Holders and the holders of the Senior Indebtedness. Nothing in this Article
11 shall (a) impair, as between Holdings and the Holders, the obligations of
Holdings, which are absolute and unconditional, to pay principal of and interest
(including default interest) and premium on the Notes in accordance with their
terms, (b) affect the relative rights of the Holders and creditors of Holdings
other than holders of the Senior Indebtedness, or (c) prevent the Holders from
exercising their available remedies upon a default or Event of Default, subject
to the rights, if any, under this Article 11 of holders of the Senior
Indebtedness.

        11.10 Subordination Not Impaired; Benefit of Subordination. Each of the
Holders agrees and consents that without notice to or assent by such Holder, and
without affecting the liabilities and obligations of Holdings and any holder of
the Notes and the rights and benefits of the holders of the Senior Indebtedness
set forth in this Article 11:

              (a) Subject to the terms and conditions hereof, the obligations
and liabilities of Holdings and any other party or parties for or upon the
Senior Indebtedness may, from time to time, be increased, renewed, refinanced,
extended, modified, amended, restated, compromised, supplemented, terminated,
waived or released;

              (b) The holders of the Senior Indebtedness, and any representative
or representatives acting on behalf thereof, may exercise or refrain from
exercising any right, remedy or power granted by or in connection with any
agreements relating to the Senior Indebtedness and the subordination provisions
hereof, including, without limitation, accelerating the Senior Indebtedness or
exercising any right of set-off; and

              (c) Any balance or balances of funds with any holder of the Senior
Indebtedness at any time outstanding to the credit of Holdings may, from time to
time, in whole or in part, be surrendered or released;

all as the holders of the Senior Indebtedness, and any representative or
representatives acting on their behalf, may deem advisable, and all without
impairing, abridging, diminishing, releasing or affecting the subordination of
the Notes to the Senior Indebtedness provided for herein.




                                       44
<PAGE>   51
        11.11 Covenants of the Holders. Until all of the Senior Indebtedness has
been fully paid and discharged:

              (a) No Holder shall hereafter (i) give any further subordination
to any other creditor in respect of the Notes, (ii) take any security or
collateral to secure the Notes or (iii) sell, assign, transfer or pledge the
Notes or any part thereof unless expressly subject to the terms of this Article
11.

              (b) No Holder shall release, exchange, extend the time of payment
of, compromise, set off or otherwise discharge any part of the Notes or modify
or amend the Notes in such a manner as to have an adverse effect upon the rights
of the holders of the Senior Indebtedness.

              (c) Each Holder hereby undertakes and agrees for the benefit of
the holders of the Senior Indebtedness that, upon the occurrence and during the
continuance of a Senior Default, it shall take any actions reasonably requested
by any holder of the Senior Indebtedness to effectuate the full benefit of the
subordination contained herein.

        11.12 Miscellaneous.

              (a) To the extent permitted by applicable law, the Holders and
Holdings hereby waive (i) notice of acceptance hereof and reliance hereon by the
holders of the Senior Indebtedness and (ii) all diligence in the collection or
protection of or realization upon the Senior Indebtedness.

              (b) Holdings and the Holders hereby expressly agree that the
holders of the Senior Indebtedness may enforce any and all rights derived herein
by suit, either in equity or law, for specific performance of any agreement
contained in this Article 11 or for judgment at law and any other relief
whatsoever appropriate to such action or procedure.

              (c) Each Holder acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of the Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the issuance of this
Agreement, and each holder of the Senior Indebtedness shall be deemed
conclusively to have relied upon such subordination provisions in acquiring and
continuing to hold such Senior Indebtedness.


                                  ARTICLE XII

                                EVENTS OF DEFAULT

        12.01 Events of Default. An "Event of Default" shall occur hereunder
if:

              (a) Holdings shall default in the payment of the principal of the
Notes, when and as the same shall become due and payable, whether at maturity or
at a date fixed for prepayment or by acceleration or otherwise; or



                                       45
<PAGE>   52
              (b) Holdings shall default in the payment of any interest or
premium on, or any other amount due in respect of, the Notes according to its
terms, when and as the same shall become due and payable and such default shall
continue unremedied for a period of three (3) Business Days; or

              (c) Holdings shall default in the due observance or performance of
any covenant, condition or agreement contained in Section 8.08 or Article 9 of
this Agreement; or

              (d) Holdings shall default in the due observance or performance of
any covenant, condition or agreement contained herein or in the Notes (other
than those referred to in clause (a), (b) or (c) of this Section 12.01), and
such default is not remedied or waived within thirty (30) days after receipt by
Holdings of notice from the Required Holders of such default; or

              (e) any representation, warranty, certification or statement made
by or on behalf of Holdings herein, in any Note, in any Warrant or in any
certificate or other document delivered by Holdings to the Holders pursuant
hereto or thereto shall have been incorrect in any material respect when made;
or

              (f) (i) Any Credit Party shall default (as principal or guarantor)
beyond the applicable grace period with respect thereto, if any, in the payment
of principal or interest (or similar payment in the case of Capitalized Lease
Obligations) of any Indebtedness of such Credit Party (other than the Notes or
any Indebtedness of any Credit Party pursuant to the Senior Loan Documents) and
such Indebtedness is in an amount, individually or in the aggregate, in excess
of $2,000,000 or (ii) any Indebtedness of any Credit Party, which individually
or in the aggregate is in excess of $2,000,000, shall become (whether
automatically or by demand of the lender thereof) due and payable in advance of
the stated maturity thereof by virtue of any acceleration or similar provision
relating thereto; or

              (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of any Credit Party or of a substantial part of its respective
property or assets, under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or a similar official for such Credit Party
or for a substantial part of its respective property or assets, or (iii) the
winding up or liquidation of any Credit Party; and such involuntary proceeding
or petition shall continue undismissed, undischarged, or unbonded for sixty (60)
consecutive days, or an order or decree approving or ordering any of the
foregoing shall be entered; or

              (h) any Credit Party shall (i) voluntarily commence any proceeding
or file any petition seeking relief under Title 11 of the United States Code, as
now constituted or hereafter amended, or any other Federal or state bankruptcy,
insolvency, receivership or similar law, (ii) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding for the
filing of any petition described in



                                       46
<PAGE>   53
paragraph (g) of this Section 12.01, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Credit Party, or for a substantial part of its property
or assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors, (vi) become unable, admit in writing its inability or fail
generally to pay its debts as they become due or (vii) take any action for the
purpose of effecting any of the foregoing; or

              (i) any of the following events or conditions, if such event or
condition could reasonably involve possible taxes, penalties, and other
liabilities in an aggregate amount in excess of $2,000,000: (i) any "accumulated
funding deficiency," as such term is defined in Section 302 of ERISA and Section
412 of the Code, whether or not waived, shall exist with respect to any Plan, or
any lien shall arise on the assets of any Credit Party or any ERISA Affiliate in
favor of the PBGC or a Plan; (ii) an ERISA Event shall occur with respect to a
Single Employer Plan, which is, in the reasonable opinion of the Required
Holders, likely to result in the termination of such Plan for purposes of Title
IV of ERISA; (iii) an ERISA Event shall occur with respect to a Multiemployer
Plan or Multiple Employer Plan, which is, in the reasonable opinion of the
Required Holders, likely to result in (A) the termination of such Plan for
purposes of Title IV of ERISA, or (B) any Credit Party or any ERISA Affiliate
incurring any liability in connection with a withdrawal from, reorganization of
(within the meaning of Section 4241 of ERISA), or insolvency (within the meaning
of Section 4245 of ERISA) of such Plan; or (iv) any prohibited transaction
(within the meaning of Section 406 of ERISA or Section 4975 of the Code) or
breach of fiduciary responsibility shall occur which may subject any Credit
Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i),
or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other
instrument pursuant to which any Credit Party or any ERISA Affiliate has agreed
or is required to indemnify any person against any such liability; or

              (j) one or more judgments for the payment of money in an aggregate
amount in excess of $2,000,000 (to the extent not paid or fully covered by
insurance provided by a carrier who has acknowledged coverage and has the
ability to perform) shall be rendered against any Credit Party and the same
shall remain undischarged, unsatisfied, unvacated, unbonded, unpaid, or unstayed
for a period of sixty (60) days from the entry thereof.

         12.02 Acceleration. If an Event of Default occurs under Section
12.01(g) or 12.01(h), then the outstanding principal of and interest and
premium, if any, on the Notes shall automatically become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are expressly waived. If any other Event of Default occurs and is
continuing, the Required Holders, by written notice to Holdings, may (subject to
Article 11 hereof) declare the principal of and interest and premium on the
Notes to be due and payable immediately. Upon any such declaration of
acceleration, such principal, interest and premium, if any, shall become
immediately due and payable and subject to Article 11 hereof, each Holder shall
be entitled to exercise all of its rights and remedies hereunder and under its
Note whether at law or in equity. The Required Holders may rescind and annul an
acceleration and its consequences if all existing Events




                                       47
<PAGE>   54
of Default have been cured or waived, other than nonpayment of principal or
interest that has become due and payable solely by virtue of acceleration. Any
notice of rescission under the prior sentence shall be given in the manner
specified in Section 14.02 hereof

         12.03 Set-Off. Upon the occurrence and continuance of an Event of
Default, in addition to all other rights and remedies that may then be available
to any Holder of Notes, each Holder of Notes is hereby authorized at any time
and from time to time, to the extent permitted by law, without notice to
Holdings (any such notice being expressly waived by Holdings), subject to
Article 11 hereof, to set off and apply any and all indebtedness at any time
owing by such Holder of Notes to or for the credit or the account of Holdings
against all amounts which may be owed to such Holder of Notes by Holdings in
connection with this Agreement or any Notes. If any Holder of Notes shall obtain
from Holdings payment of any principal of or interest or premium on any Note or
payment of any other amount under this Agreement or any Note held by it or any
other Transaction Document through the exercise of any right of set-off, and, as
a result of such payment, such Holder of Notes shall have received a greater
percentage of the principal, interest or other amounts then due hereunder by
Holdings to such Holder of Notes than the percentage received by any other
Holders, it shall promptly make such adjustments with such other Holders of
Notes from time to time as shall be equitable, to the end that all the Holders
of Notes shall share the benefit of such excess payment (net of any expenses
which may be incurred by such Holder of Notes in obtaining or preserving such
excess payment) pro rata in accordance with the unpaid principal and/or interest
or premium on the Notes or other amounts (as the case may be) owing to each of
the Holders of Notes. To such end all the Holders of Notes shall make
appropriate adjustments among themselves if such payment is rescinded or must
otherwise be restored. Any Holder of Notes taking action under this Section
shall promptly provide notice to Holdings of any such action taken; provided,
that the failure of such Holder to provide such notice shall not prejudice its
rights hereunder.


                                  ARTICLE XIII

                                 INDEMNIFICATION

         13.01 Indemnification. In addition to all other sums due hereunder or
provided for in this Agreement and subject to the provisions of Article XI,
Holdings shall indemnify and hold harmless each Holder and its Affiliates and
its officers, directors, agents, employees, subsidiaries, partners and
controlling persons (each, an "Indemnified Party") to the fullest extent
permitted by law, from and against any and all losses, claims, damages, expenses
(including reasonable fees, disbursements and other charges of counsel) or other
liabilities (collectively, "Liabilities") resulting from or arising out of any
breach of any representation or warranty, covenant or agreement of Holdings in
this Agreement, any Note or any Warrant, including without limitation, the
failure to make payment when due of amounts owing pursuant to the Notes or the
Warrants on the due date thereof (whether at the scheduled maturity, by
acceleration, redemption or otherwise) or any legal, administrative or other
actions (including actions brought by any Holder or Holdings or any equity
holders of Holdings or derivative actions brought by




                                       48
<PAGE>   55
any Person claiming through or in Holdings' name), proceedings or investigations
(whether formal or informal), based upon, relating to or arising out of this
Agreement, any Note or any Warrant or the transactions contemplated hereby and
thereby, or any Indemnified Party's role therein or in the transactions
contemplated thereby; provided, that Holdings shall not be liable under this
Section 13.01 to an Indemnified Party: (a) for any amount paid in settlement of
claims without Holdings' prior written consent, (b) to the extent that it is
judicially determined that such Liabilities resulted primarily from the willful
misconduct or gross negligence of such Indemnified Party or (c) to the extent
that it is determined that such Liabilities resulted primarily from the breach
by such Indemnified Party of any representation, warranty, covenant or other
agreement of such Indemnified Party contained herein, in any Note or in any
Warrant; and provided, further, that if and to the extent that such
indemnification is unenforceable for any reason, Holdings shall make the maximum
contribution to the payment and satisfaction of such Liabilities which shall be
permissible under applicable laws. In connection with the obligation of Holdings
to indemnify for expenses as set forth above, Holdings further agrees, upon
presentation of appropriate invoices containing reasonable detail, to reimburse
each Indemnified Party for all such expenses (including reasonable fees,
disbursements and other charges of counsel) as they are incurred by such
Indemnified Party; provided, that if an Indemnified Party is reimbursed
hereunder for any expenses, such reimbursement of expenses shall be refunded to
the extent it is judicially determined that the Liabilities in question resulted
primarily from (i) the willful misconduct or gross negligence of such
Indemnified Party or (ii) the breach by such Indemnified Party of any
representation, warranty, covenant or other agreement of such Indemnified Party
contained in this Agreement, any Note or any Warrant.

         13.02 Notification. Each Indemnified Party under this Article 13 will,
promptly after the receipt of notice of the commencement of any action,
investigation, claim or other proceeding against such Indemnified Party in
respect of which indemnity may be sought from Holdings under this Article 13,
notify Holdings in writing of the commencement thereof. The omission of any
Indemnified Party so to notify Holdings of any such action shall not relieve
Holdings from any liability which it may have to such Indemnified Party (a)
other than pursuant to this Article 13 or (b) tinder this Article 13 unless, and
only to the extent that, such omission results in Holdings' forfeiture of
substantive rights or defenses or Holdings is otherwise irrevocably prejudiced
in defending such proceeding. In case any such action, claim or other proceeding
shall be brought against any Indemnified Party and it shall notify Holdings of
the commencement thereof, Holdings shall be entitled to assume the defense
thereof at its own expense, with counsel reasonably satisfactory to the
Indemnified Party; provided, that any Indemnified Party may, at its own expense,
retain separate counsel to participate in such defense. Notwithstanding the
foregoing, in any action, claim or proceeding in which both Holdings, on the one
hand, and an Indemnified Party, on the other hand, is, or is reasonably likely
to become, a party, such Indemnified Party shall have the right to employ
separate counsel at Holdings' reasonable expense and to control its own defense
of such action, claim or proceeding if, in the reasonable opinion of counsel to
such Indemnified Party, a conflict or potential conflict exists between
Holdings, on the one hand, and such Indemnified Party, on the other hand, that
would make such separate representation advisable, provided, however, that in no
event shall Holdings be required



                                       49
<PAGE>   56
to pay fees and expenses of Indemnified Parties under this Section 13.02 for
more than one firm of attorneys in any jurisdiction in any one legal action or
group of related legal actions. Holdings agrees that it will not, without the
prior written consent of the Indemnified Party or Parties, which shall not be
unreasonably withheld or delayed, settle, compromise or consent to the entry of
any judgment in any pending or threatened claim, action or proceeding relating
to the matters contemplated hereby (including any Indemnified Party who is a
party thereto or has been actually threatened to be made a party thereto) unless
such settlement, compromise or consent includes an unconditional release of each
such Indemnified Party or Parties from all liability arising or that may arise
out of such claim, action or proceeding. Holdings shall not be liable for any
settlement of any claim, action or proceeding effected against an Indemnified
Party without the prior written consent of Holdings, which shall not be
unreasonably withheld or delayed. The rights accorded to Indemnified Parties
hereunder shall be in addition to any rights that any Indemnified Party may have
at common law, by separate agreement or otherwise.


                                  ARTICLE XIV

                                  MISCELLANEOUS

         14.01 Survival of Representations and Warranties. All of the
representations and warranties made herein shall survive the execution and
delivery of this Agreement, any investigation by or on behalf of the Purchaser,
acceptance of the Notes and the Warrant and payment therefor.

         14.02 Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be by registered
or certified first-class mail, return receipt requested, telecopy, overnight
courier service or personal delivery:

         (a) if to Holdings:

             AMN Holdings, Inc.
             2235 El Camino Real
             Suite 200
             San Diego, CA 92130
             Attention:  Diane K. Stumph
             Telecopy:  (858) 792-299



                                       50
<PAGE>   57
             with a copy to:

             Haas Wheat & Partners, L.P.
             300 Crescent Court
             Suite 1700
             Dallas, TX 75201
             Attention:  Douglas D. Wheat
             Telecopy:  (214) 871-316

         (b) if to BACI:

             BancAmerica Capital Investors
             SBIC L.L.P.
             100 North Tryon Street
             Charlotte, NC 28255-001
             Attention:  Walker L. Poole
             Telecopy:  (704) 386-432

         (c) if to any other Holder:

             At the address designated by such
             Holder and shown on the Note
             Register or Share Register of
             Holdings.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; five Business
Days after being deposited in the mail, postage prepaid, if mailed; and when
receipt is acknowledged, if telecopied.

        14.03 Payments.

              (a) Except to the extent otherwise provided herein or as required
by any Requirement of Law, all payments of principal, interest and other amounts
to be made by Holdings under this Agreement and each Note shall be made in U.S.
Dollars, in immediately available funds, without deduction, set-off or
counterclaim, to the payee thereof not later than 12:00 noon San Diego,
California time on the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed to have been made on
the next succeeding Business Day). Each such payment shall be made in accordance
with written payment instructions furnished by such payee from time to time
(unless otherwise provided herein), at least one (1) whole Business Day prior to
the time at which such payment is due. If the due date of any payment under this
Agreement or any Note would otherwise fall on a day which is not a Business Day,
such date shall be extended to the next succeeding Business Day and interest
shall be payable for any principal so extended for the period of such extension.




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<PAGE>   58
              (b) Except as required pursuant to Section 14.03(a), each payment
or prepayment of principal in respect of the Notes shall be made and applied pro
rata, as nearly as may be, to all outstanding Notes according to the respective
unpaid principal amounts thereof, and each payment of interest in respect of the
Notes shall be made and applied pro rata, as nearly as may be, to all
outstanding Notes according to the respective amounts of such interest then due
and payable.

              (c) Neither Holdings, nor any of its Affiliates shall, directly or
indirectly, acquire any Note, by purchase or otherwise, except by way of payment
or prepayment thereof in accordance with the provisions of the Notes and of this
Agreement (including, without limitation, the provisions of this Agreement
requiring the payment and application of all such payments or prepayments pro
rata to all outstanding Notes).

        14.04 Assignments and Participation.

              (a) Holdings shall not assign its rights or obligations hereunder
without the prior written consent of the Required Holders.

              (b) (i) Each Holder of Notes may assign to one or more Eligible
Assignees all or a portion of its interests, rights and obligations under this
Agreement and the Notes; provided, that unless such Eligible Assignee is a
Holder of Notes or an Affiliate of the transferring Holder, the principal amount
of the Notes being assigned must equal or exceed $3,000,000 or represent 100% of
the principal amount of such Holder's Note. Holdings will keep at its principal
executive office or at such other office as Holdings may designate in writing to
the Holders of Notes a register (the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, but at its expense (other than
transfer taxes, if any), it will provide for the registration and transfer of
Notes. Upon registration and transfer of any Note in compliance herewith, the
assignee thereof shall become the Holder thereof (or such portion thereof as
shall have been transferred and registered to such assignee) for purposes of
this Agreement and shall thereupon, in respect of such Note (or portion thereof)
be entitled to the benefits and liable for the obligations of a Holder of Notes
hereunder.

                  (ii) Whenever any Note shall be surrendered for transfer or
exchange in compliance herewith either at such office of Holdings or at the
place of payment named in such Note, within five Business Days thereafter
Holdings will deliver in exchange therefor a new Note or Notes, as may be
requested by such Holder, in the same aggregate unpaid principal amount as the
unpaid principal amount of the Note so surrendered, duly executed by Holdings.
Each such new Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer, duly executed by the registered Holder of such Note or such Holder's
attorney duly authorized in writing. Any Note issued in exchange for any other
Note or upon transfer thereof shall carry the rights to unpaid interest which
were carried by the Note so exchanged or transferred, and neither gain nor loss
of interest shall result from any such transfer or exchange. Any transfer tax
relating to such transaction shall be paid by the Holder of such Note requesting
the exchange.



                                       52
<PAGE>   59
                  (iii) Holdings and any agent of Holdings shall treat the
Person in whose name any Note is registered in the Note Register as the owner of
such Note for the purpose of receiving payment of the principal and premium (if
any) and interest on such Note and for all other purposes whatsoever, whether or
not such Note be overdue.

              (c) A Holder of Notes may sell or agree to sell to one or more
other Persons (a "Participant") a participation in all or any part of any Notes
held by it; provided, that unless the Participant is a Holder of Notes or an
Affiliate of the transferring Holder, the principal amount of the Notes being
participated must equal or exceed $500,000 or represent 100% of the principal
amount of such Holder's Note. The Participant's rights in respect of such
participation shall be those set forth in the agreements executed by such Holder
in favor of the Participant, and such Participant shall have no direct right
under the Note or this Agreement, including rights to give consents or waivers
or to execute amendments. In no event shall a Holder of Notes that sell a
participation agree with the Participant to take or refrain from taking any
action hereunder or under the Note, except that such Holder may agree with the
Participant that it will not, without the consent of the Participant, agree to
(i) extend the date fixed for the payment of principal of or interest on the
related Notes, (ii) reduce the amount of any such payment of principal and (iii)
reduce the rate at which interest is payable thereon to a level below the rate
at which the Participant is entitled to receive such interest.

         14.05 Lost, Etc. Notes. Upon receipt by Holdings of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any Note,
and (in case of loss, theft or destruction) of an indemnity satisfactory to it
(which indemnity from a party other than the Purchaser or any Affiliate of the
Purchaser, in Holdings' reasonable judgment, may be a secured indemnity
obligation) and upon surrender and cancellation of such Note, if mutilated,
within five Business Days thereafter Holdings will deliver in lieu of such Note
a new Note in a like unpaid principal amount, duly executed by Holdings, dated
as of the date to which interest has been paid.

         The affidavit of any Holder's treasurer or assistant treasurer (or
other responsible official), setting forth the circumstances with respect to the
loss, theft or destruction of a Note shall be accepted as satisfactory evidence
thereof.

         14.06 Amendments, Determinations, Requests or Consents. Any amendment,
supplement or modification of or to any provision of this Agreement, any waiver
of any provision of this Agreement, and any consent to any departure by Holdings
from the terms of any provision of this Agreement, shall be effective (i) only
if it is made or given in writing and signed by Holdings, and the Holders in
accordance with this Section 14.06 and (ii) only in the specific instance and
for the specific purpose for which made or given; provided, that no such
amendment shall be made to Article XI of this Agreement without the prior
consent of the Required Lenders (as defined in the Senior Loan Agreement). All
determinations, requests, consents, waivers or amendments (collectively
"consent") to be made by the Holders pursuant to this Agreement shall be made by
the Required Holders and not all the Holders; provided, that the consent of all
Holders of the Notes is needed to: (A) reduce the principal of or rate of
interest or premium on the Notes, (B) extend the final scheduled maturity date
of the principal amount of the Notes,





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<PAGE>   60
(C) change the percentage of the Holders or the aggregate principal amount of
Notes, as the case may be, which shall be required for the Holders to take any
action hereunder, (D) amend the provisions of Article 11 hereof or (E) amend or
waive this Section 14.06; and provided, further, that no Holder of the Notes
shall have the right to give any consent hereunder if such Holder has acquired
any Notes in violation of Section 14.04 hereof.

         14.07 Remedies Cumulative. No failure or delay on the part of Holdings
or any Holder in exercising any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to
Holdings or any Holder at law, in equity or otherwise.

         14.08 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         14.09 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         14.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

         14.11 Jurisdiction. Each party to this Agreement hereby irrevocably
agrees that any legal action or proceeding arising out of or relating to this
Agreement or any agreements or transactions contemplated hereby may be brought
in the courts of the State of New York located in the City of New York or in the
federal courts of the United States of America for the Southern District of New
York located in the City of New York and hereby expressly submits to the
personal jurisdiction and venue of such courts for the purposes thereof and
expressly waives any claim of improper venue and any claim that such courts are
an inconvenient forum. Each party hereby irrevocably consents to the service of
process of any of the aforementioned courts in any such suit, action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the address set forth in Section 14.02, such service to
become effective 10 days after such mailing.

         14.12 Waiver of Jury Trial. NOTWITHSTANDING ANY OTHER PROVISION
CONTAINED HEREIN, IN THE EVENT ANY JUDICIAL PROCEED-ING IS INSTITUTED IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, THE HOLDERS AND
HOLDINGS EACH HEREBY IRREVOCABLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL
WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF OR ANY
DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY



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<PAGE>   61
RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.

         14.13 Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

         14.14 Rules of Construction. Unless the context otherwise requires,
"or" is not exclusive, and references to Sections or subsections refer to
Sections or subsections of this Agreement. All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require.

         14.15 Entire Agreement. This Agreement, together with the exhibits and
schedules hereto and the other Transaction Documents to which the parties hereto
are a party, is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein or therein. This
Agreement, together with the exhibits hereto, and the other Transaction
Documents to which the parties hereto are a party, supersede all prior
agreements and understandings between the parties with respect to such subject
matter.

         14.16 Certain Expenses. Except as otherwise provided herein, Holdings
shall pay or reimburse (a) BACI for all reasonable out-of-pocket costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) in connection with (i) the negotiation, preparation, execution and
delivery of this Agreement, the Notes and each other Transaction Document to
which BACI is a party and the consummation of the transactions contemplated
thereby and (ii) any amendment, modification or waiver of any of the terms of
this Agreement, the Notes or the Transaction Documents; (b) each Holder of Notes
for all costs and expenses of such Holder of Notes (including, without
limitation, reasonable attorney's fees and expenses of single counsel for such
Holder) in connection with any Event of Default and any enforcement or
collection proceedings resulting therefrom and (c) each Holder for all costs and
expenses of such Holder (including, without limitation, reasonable attorney's
fees and expenses of counsel for such Holder) in connection with the enforcement
of this Section 14.16; and (d) each Holder for transfer, stamp, documentary or
other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement, the Notes or the Transaction
Documents.

         14.17 Publicity. Except as may be required by applicable law, none of
the parties hereto shall issue a publicity release or announcement or otherwise
make any public disclosure concerning this Agreement or the transactions
contemplated hereby, without prior approval by the other parties hereto (which
approval will not be unreasonably withheld). If any announcement is required by
law to be made by any party




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<PAGE>   62
hereto, prior to making such announcement such party will deliver a draft of
such announcement to the other parties and shall give the other parties an
opportunity to comment thereon.

         14.18 Further Assurances. Each of the parties shall execute such
documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations, or other actions by, or
giving any notices to, or making any filings with, any Governmental Authority or
any other Person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.



                                       56
<PAGE>   63
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers hereunto duly authorized as
of the date first above written.

                          AMN HOLDINGS, INC.

                          By: /s/ Steven C. Francis
                              ______________________________________
                              Name:    Steven C. Francis
                              Title:   Chief Executive Officer, President,
                                       Secretary and Treasurer


                          BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.


                          By:   BANCAMERICA CAPITAL MANAGEMENT SBIC I, LLC,
                                its general partner


                          By:   BANCAMERICA CAPITAL MANAGEMENT I L.P.,
                                its sole member


                          By:   BACM I GP, LLC, its general partner


                                By: /s/ Walter L. Poole
                                    ____________________________________________
                                    Walker L. Poole
                                    Managing Director




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