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                                                                     EXHIBIT 4.5


                          UNISON HEALTHCARE CORPORATION
                               PURCHASE AGREEMENT

                                                               November 24, 1997

                          Unison Healthcare Corporation
                            13% Senior Notes due 1999

JEFFERIES & COMPANY, INC.
11100 Santa Monica Blvd., 10th Floor
Los Angeles, California  90025

Ladies and Gentlemen:

            Unison Healthcare Corporation, a Delaware corporation (the
"Company"), hereby confirms its agreement with you (the "Initial Purchaser"), as
set forth below. Capitalized terms used in this agreement ("Agreement") and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Indenture (as defined below).

      1. ISSUANCE OF SECURITIES. Subject to the terms and conditions herein
contained, the Company shall issue and sell to the Initial Purchaser $20,000,000
aggregate principal amount of its 13% Senior Notes due 1999 (the "Notes"). The
Notes are to be issued under an indenture (the "Indenture") to be dated as of
the Closing Date (as defined in Section 3 hereof) by and between the Company and
IBJ Schroder Bank & Trust Company, as trustee (the "Trustee").

            Pursuant to the Indenture, certain Subsidiaries of the Company,
jointly and severally, shall fully and unconditionally guarantee, on a senior
unsecured basis, to each holder of Notes and the Trustee, the payment and
performance of the Company's obligations under the Indenture and the Notes (each
such Subsidiary being referred to herein as a "Guarantor" and each such
guarantee being referred to herein as a "Guarantee").

            The Notes are being offered and sold to the Initial Purchaser
without being registered under the Securities Act of 1933, as amended (the
"Act"), in reliance on certain exemptions therefrom.

            In connection with the offer and sale of the Notes, the Company has
prepared a preliminary offering memorandum dated November 24, 1997 (the
"Preliminary Memorandum"), and a final offering memorandum, dated November 24,
1997 (the "Final Memorandum"), setting forth a description of the terms of the
Notes, the terms of the offering of the Notes and a description of the business
of the Company. "Memorandum" means, as of any date or time referred to in this
Agreement, the most recent offering memorandum (whether the Preliminary
Memorandum or the Final Memorandum, or any amendment or supplement to either
such document), including exhibits and schedules thereto.
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            The Company understands from the Initial Purchaser that the Initial
Purchaser proposes to make an offering of the Notes on the terms and in the
manner set forth herein and in the Final Memorandum as soon as the Initial
Purchaser deems advisable after this Agreement has been executed and delivered.
The Company also understands from the Initial Purchaser that, at such time, the
Initial Purchaser intends to make an offering of the Notes (i) to persons in the
United States whom the Initial Purchaser reasonably believes to be qualified
institutional buyers ("QIBs") as defined in Rule 144A under the Act, as such
rule may be amended from time to time ("Rule 144A"), and (ii) to a limited
number of persons whom the Initial Purchaser reasonably believes (based upon
written representations made by such persons to the Initial Purchaser) to be
institutional "accredited investors" ("Accredited Investors") as defined in Rule
501(a)(1), (2), (3) or (7) under the Act.

            The Initial Purchaser and its direct and indirect transferees of the
Notes will be entitled to the benefits of a registration rights agreement,
substantially in the form attached hereto as Exhibit A (the "Registration Rights
Agreement"), pursuant to which the Company shall agree, among other things, to
file a registration statement (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission") registering under the Act the Notes,
the Exchange Notes or the Private Exchange Notes (the Exchange Notes, together
with the Private Exchange Notes, shall sometimes be referred to hereinafter as
the "New Notes").

      2. REPRESENTATIONS AND WARRANTIES. The Company, on behalf of itself and
each of its Subsidiaries, represents and warrants to and agrees with the Initial
Purchaser that:

            (a) Neither the Preliminary Memorandum, the Final Memorandum, nor
any amendment or supplement thereto, including the financial statements included
therein (prepared in conformity with GAAP, except as otherwise specified
therein), as of the date thereof and at all times subsequent thereto, up to the
Closing Date, contained or contains any untrue statement of a material fact, or
omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this
Section 2(a) do not apply to statements or omissions made in reliance upon and
in conformity with information relating to the Initial Purchaser and furnished
to the Company in writing by the Initial Purchaser or its counsel expressly for
use in the Preliminary Memorandum or the Final Memorandum or any amendment or
supplement thereto. No injunction or order has been issued that either (i)
asserts that any of the transactions contemplated by this Agreement or the
Transaction Documents (as hereinafter defined) is subject to the registration
requirements of the Act or (ii) would prevent or 


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suspend the issuance or sale of the Notes or the use of the Preliminary
Memorandum, the Final Memorandum, or any amendment or supplement thereto, in any
jurisdiction. Each of the Preliminary Memorandum and the Final Memorandum, as of
their respective dates, contained, and the Final Memorandum, as amended or
supplemented as of the Closing Date, will contain, all the information specified
in, and meet the requirements of, Rule 144A(d)(4) under the Act. Except as
expressly disclosed in the Final Memorandum, there are no related party
transactions that would be required to be disclosed in the Final Memorandum if
the Final Memorandum were a prospectus included in a registration statement on
Form S-1 filed under the Act.

            (b) The Company has the authorized capitalization set forth in the
Final Memorandum, and the authorized capital stock of the Company conforms to
the statements relating thereto contained in the Final Memorandum. All of the
outstanding shares of capital stock of the Company and its Subsidiaries have
been duly authorized and, on the Closing Date, will be validly issued, fully
paid and nonassessable and will not have been issued in violation of any
preemptive or similar rights. Except as disclosed in the Final Memorandum, all
of the outstanding shares of capital stock of each of the Subsidiaries of the
Company are owned, directly or indirectly, by the Company, free and clear of all
liens, security interests, mortgages, pledges, charges, equities, claims,
restrictions on transferability or encumbrances of any kind (collectively,
"Encumbrances"). Except as disclosed in the Final Memorandum, there are no
outstanding (i) options, warrants or other rights to purchase from the Company
or any of its Subsidiaries, (ii) agreements, contracts, arrangements or other
obligations of the Company or any of its Subsidiaries to issue or (iii) other
rights to convert any obligation into or exchange any securities for, in the
case of each of clauses (i), (ii) and (iii), shares of capital stock or any
other Equity Interests of the Company or any of its Subsidiaries. The Company
does not have any Subsidiaries that own, directly or indirectly, any Equity
Interests or any other securities or interests of any kind in any firm,
corporation, limited liability company, partnership, joint venture or other
entity.

            (c) Each corporation in which the Company owns fifty percent (50%)
or more of any class of securities and each partnership of which the Company or
any Subsidiary of the Company is a general partner or owns fifty percent (50%)
or more of the partnership interests is listed on Schedule A attached hereto.
Each of the Company and its Subsidiaries is duly incorporated, validly existing
and in good standing as a corporation under the laws of its jurisdiction of
incorporation, with all requisite corporate power and authority to own its
properties and conduct its business as now conducted and as described in the
Preliminary Memorandum, and each of the Company and its Subsidiaries is duly
licensed or qualified to do business as a foreign corporation in good standing
in all other jurisdictions where the ownership or 


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leasing of its properties or the conduct of its business requires such licensing
or qualification, except where the failure to be so licensed or qualified would
not, individually or in the aggregate, result in a Material Adverse Effect. For
the purposes of this Agreement, a "Material Adverse Effect" shall mean a
material adverse effect on (i) the general affairs, management, business,
condition (financial or otherwise), prospects or results of operations of the
Company and its Subsidiaries, taken as a whole, or (ii) the Company's ability to
perform any of its material obligations under any of the agreements, documents
or instruments contemplated to be entered into by the Company hereby or by the
Final Memorandum.

            (d) The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under the Notes and each Guarantor
has all requisite corporate power and authority to execute, deliver, and perform
its obligations under its respective Guarantee. The Notes have been duly and
validly authorized by the Company and each Guarantee has been duly and validly
authorized by the Guarantor party thereto and, when executed by the Company or
each Guarantor party thereto and authenticated by the Trustee in accordance with
the provisions of the Indenture and when delivered to and paid for by the
Initial Purchaser in accordance with the terms of this Agreement and the
Indenture, the Notes and each Guarantee will have been duly executed, issued and
delivered and will constitute valid and legally binding obligations of the
Company or the Guarantor party thereto, as the case may be, entitled to the
benefits of the Indenture and the Registration Rights Agreement (such
agreements, as amended, supplemented or modified, together with all instruments,
documents and agreements contemplated hereby and thereby, collectively,
hereinafter referred to as the "Transaction Documents"), and enforceable against
the Company and its Subsidiaries (including each Guarantor party thereto), in
accordance with their respective terms, except that the enforcement thereof may
be subject to (i) bankruptcy, insolvency, reorganization, receivership,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally and (ii) general principles of
equity (whether applied by a court of law or equity) and the discretion of the
court before which any proceeding therefor may be brought.

            (e) The Company and each Guarantor has all requisite corporate power
and authority to execute, deliver and perform each of its obligations under the
Indenture. The Indenture meets the requirements for qualification under the
Trust Indenture Act of 1939, as amended (the "TIA"). The Indenture has been duly
and validly authorized by the Company and each Guarantor and, upon the
execution, delivery and performance by the Company and each Guarantor, and
assuming due authorization, performance and delivery of the Trustee, will
constitute a valid and legally binding agreement of the Company and each
Guarantor, enforceable against the Company and each Guarantor in accordance with
its 


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terms, except that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, receivership, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (whether applied by a court of
law or equity) and the discretion of the court before which any proceeding
therefor may be brought.

            (f) The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under the Registration Rights
Agreement. The Registration Rights Agreement has been duly and validly
authorized by the Company and when executed and delivered by the Company, will
constitute a valid and legally binding agreement of the Company, enforceable
against the Company in accordance with its terms, except that (A) the
enforcement thereof may be subject to (i) bankruptcy, insolvency,
reorganization, receivership, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally, and
(ii) general principles of equity (whether applied by a court of law or equity)
and the discretion of the court before which any proceeding therefor may be
brought and (B) any rights to indemnity or contribution thereunder may be
limited by federal or state securities laws or public policy considerations.

            (g) The Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly authorized, executed and delivered by the Company. Except for the
consent of the holders of the Company's 12 1/4% Senior Notes due 2006 which the
Company is soliciting pursuant to a Consent Solicitation Statement dated
November 24, 1997 (the "Noteholder Consent"). No consent, approval,
authorization or order of any court or governmental agency or body, or third
party (in each case, a "Consent") is required for the performance of this
Agreement by the Company or the consummation by the Company of the transactions
contemplated hereby, except such other Consents as have been obtained and other
than such other Consents as may be required under the Act or state securities or
"Blue Sky" laws in connection with the purchase and resale of the Notes by the
Initial Purchaser. Neither the Company nor any of its Subsidiaries is (i) in
violation of its certificate of incorporation or bylaws, (ii) in breach or
violation of any statute, judgment, decree, order, rule or regulation applicable
to it or any of its properties or assets, except for any such breach or
violation which would not, individually or in the aggregate, have a Material
Adverse Effect or (iii) in breach of or default under (nor has any event
occurred which, with notice or passage of time or both, would constitute a
breach of or default under) or in violation of any of the terms or provisions of
any indenture, mortgage, deed of trust, loan agreement, note, lease, license,
franchise agreement, permit, certificate, 


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contract or other agreement or instrument to which the Company or such
Subsidiary is a party or to which the Company or any of its Subsidiaries or any
of its or their respective properties or assets is subject, except as disclosed
in the Final Memorandum and except for any such breach, default, violation or
event which would not, individually or in the aggregate, have a Material Adverse
Effect.

            (h) Subject to receipt by the Company of the Noteholder Consent, the
execution, delivery and performance by the Company of this Agreement and by the
Company and each Guarantor of each of the Transaction Documents to which it is a
party and the consummation by the Company and each Guarantor of the transactions
contemplated hereby and thereby, and the fulfillment of the terms hereof and
thereof, will not conflict with or constitute or result in a breach of or a
default under (or an event which, with notice of passage of time or both, would
constitute a breach of or default under) or violation of (i) any indenture,
mortgage, deed of trust, loan agreement, note, lease, license, franchise
agreement, permit, certificate, contract or other agreement or instrument to
which the Company or any of its Subsidiaries is a party or to which the Company
or any of its Subsidiaries or any of its properties or assets is subject other
than as disclosed in the Final Memorandum and other than any such breaches,
defaults, violations or events which would not, individually or in the
aggregate, have a Material Adverse Effect, (ii) the certificate of incorporation
or bylaws of the Company or any of its Subsidiaries, or (iii) assuming
compliance with the Act and all applicable state securities or "Blue Sky" laws,
any statute, judgment, decree, order, rule or regulation applicable to the
Company, any of its Subsidiaries, or any of its or their respective properties
or assets. There is no material contract or other agreement of a character that
would be required to be described in the Preliminary Memorandum or the Final
Memorandum if the Final Memorandum were a prospectus included in a registration
statement on Form S-1 filed under the Act which is not described therein.

            (i) The audited consolidated financial statements and related notes
of the Company included in the Final Memorandum present fairly in all material
respects the consolidated financial position, the results of operations and cash
flows of the Company and its Subsidiaries at the dates and for the periods to
which they relate and have been prepared in conformity with GAAP, except as
otherwise stated therein. The unaudited consolidated financial statements and
related notes and schedules of the Company and its subsidiaries included in the
Final Memorandum present fairly the consolidated financial position, results of
operations and cash flows of the Company and its Subsidiaries at the dates and
for the periods to which they relate, subject to year-end audit adjustments, and
have been prepared on a basis consistent with the audited consolidated financial
statements of the Company and its Subsidiaries and in 


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conformity with GAAP. The summary and selected historical financial data in the
Final Memorandum present fairly in all material respects the financial
information shown therein and have been prepared and compiled on a basis
consistent with the audited financial statements included therein, except as
otherwise stated therein.

            (j) Ernst & Young, LLP, which firm has audited certain of such
financial statements and schedules as set forth in its reports included in the
Final Memorandum, is an independent public accounting firm within the meaning of
the Act.

            (k) Except as described in the Final Memorandum, there is not
pending or, to the best knowledge of the Company, threatened or contemplated
against or affecting the Company or any of its Subsidiaries, any action, suit,
proceeding, inquiry or investigation to which the Company or any of its
Subsidiaries is a party, or to which any of the property or assets of the
Company or any of its Subsidiaries are subject, before or brought by any court
or governmental agency or body (i) which, if determined adversely to the Company
or such Subsidiary, would have, individually or in the aggregate, a Material
Adverse Effect or which seeks to restrain, enjoin, prevent the consummation of
or otherwise challenge the issuance or sale of the Notes to be sold hereunder or
the consummation of any other transactions described in the Final Memorandum or
contemplated by the Transaction Documents or (ii) which would be required to be
disclosed in the Preliminary Memorandum or the Final Memorandum if the Final
Memorandum were a prospectus included in a registration statement on Form S-1
filed under the Act.

            (l) The Company owns or possesses adequate licenses or other rights
to use all trademarks, service marks, trade names, patents and know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures) necessary to conduct the
businesses as presently conducted, proposed to be conducted and as described in
the Final Memorandum, and the consummation of the transactions contemplated by
this Agreement and each of the Transaction Documents will not alter or impair
any of such rights. No claims have been asserted, and the Company has not
received any notice of conflict with (or knows of any such conflict with)
asserted rights of others with respect to the use, validity or effectiveness of
any trademarks, service marks, trade names or know-how which, if such claim or
assertion of conflict were the subject of an unfavorable decision, ruling or
finding would, individually or in the aggregate, have a Material Adverse Effect.

            (m) The Company and each of its Subsidiaries possess all licenses,
permits, certificates, consents, orders, approvals and other authorizations
from, and has made all declarations and filings (collectively, "Permits") with,
all federal, state, local 


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<PAGE>   8
and foreign governmental authorities with jurisdiction, all self-regulatory
organizations and all courts and other tribunals, presently required or
necessary for the Company and each of its Subsidiaries to own or lease its
properties, as the case may be, and to possess or operate its properties and to
carry on its business as now conducted or proposed to be conducted as set forth
in the Final Memorandum, except where the failure to obtain such Permits, or to
make all declarations and filings, would not, individually or in the aggregate,
have a Material Adverse Effect. The Company has fulfilled and performed all of
its obligations with respect to such Permits except obligations which the
failure to fulfill or perform would not have a Material Adverse Effect, and no
event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination thereof, or results in any material impairment of the
rights of the holder of any such Permit. The Company and each of its
Subsidiaries is in compliance with the terms and conditions of each Permit
issued to the Company or its Subsidiaries, except where the failure to be in
such compliance would not, individually or in the aggregate, have a Material
Adverse Effect. Neither the Company nor any of its Subsidiaries has received any
notice of any proceeding relating to revocation or modification of any such
Permit, except as described in the Final Memorandum.

            (n) Since the respective dates as of which information is given in
the Final Memorandum, except as described therein or contemplated thereby, (i)
neither the Company nor any of its Subsidiaries has incurred any liabilities or
obligations, direct or contingent, or entered into or agreed to enter into any
transactions or contracts (written or oral) not in the ordinary course of
business and (ii) the Company has not purchased any of its outstanding capital
stock, nor declared, paid or otherwise made any dividend or distribution of any
kind on its capital stock or otherwise.

            (o) Each of the Company and its Subsidiaries has duly and timely
filed (with due regard to proper extensions) all necessary federal, state and
foreign income and franchise tax returns that are required to be filed and, when
filed, all such returns were true, correct and complete, except where the
failure to so duly and timely file correct and complete returns would not,
individually or in the aggregate, have a Material Adverse Effect, and, except as
set forth in the Final Memorandum, has paid all taxes, assessments, fees and
other charges (including, without limitation, withholding taxes, penalties and
interest) due or claimed to be due thereon that are due and payable, other than
tax deficiencies which (i) the Company or any of its Subsidiaries is contesting
in good faith and for which the Company or such Subsidiary has provided adequate
reserves in accordance with GAAP, or (ii) the failure to pay would not have a
Material Adverse Effect. There is no tax deficiency or actual or proposed tax
assessment that has been asserted against the Company or any of its Subsidiaries
that would have, individually 


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<PAGE>   9
or in the aggregate, a Material Adverse Effect. The Company is not aware of any
probable basis for the imposition of any material additional tax assessment
against the Company or any of its Subsidiaries for any taxable period ending on
or before the date hereof that would individually or in the aggregate have a
Material Adverse Effect. The charges, accruals and reserves on the books of each
of the Company and its Subsidiaries in respect of any tax liability not finally
determined for any taxable period ending on or before the date hereof are
adequate to meet any reasonably foreseeable assessments or re-assessments for
additional tax for any such taxable years.

            (p) None of the Company or any agent acting on its behalf has taken
or will take any action that could cause the transactions contemplated by this
Agreement, the Final Memorandum or any of the Transaction Documents to, and none
of the execution, delivery and performance of this Agreement, the application of
the proceeds from the issuance and sale of the Notes and the consummation of the
transactions contemplated by this Agreement and the Transaction Documents will,
violate Section 7 of the Exchange Act or any regulation promulgated thereunder,
including, without limitation, Regulation G, T, U or X promulgated by the Board
of Governors of the Federal Reserve System, in each case, as in effect, or as
the same may hereafter be in effect, on the Closing Date.

            (q) Except as disclosed in the Final Memorandum, the Company and its
Subsidiaries have (a) good and marketable title to all real property and other
material assets (personal, tangible, intangible or mixed) described in the Final
Memorandum as owned by them, and, good and marketable title to all leasehold
estates in the real and personal property described in the Final Memorandum as
being leased by them, or purported to be owned by them, and such title will be
free and clear of all Liens, with such exceptions as are not material and do not
interfere with the use made or proposed to be made of such property and (b)
peaceful and undisturbed possession under all leases to which it is a party as
lessee or sublessee, except for such defects in title or lack of possession
that, in the aggregate, would not have a Material Adverse Effect. Each of the
Company and its Subsidiaries operates all real and personal property leased by
it under valid and enforceable leases and, except as disclosed in the Final
Memorandum has performed in all material respects the obligations required to be
performed by it with respect to each such lease, except for such leases and
obligations which, singly or in the aggregate, would not materially interfere
with the use and possession of such real and personal property or where the
failure to perform would not have a Material Adverse Effect. As to leases with
respect to which the Company or any of its Subsidiaries is the lessor, the
lessees and other parties under such leases are in compliance with all material
terms and conditions thereunder and such leases are in full force and effect.
Except as disclosed in the Final Memorandum, neither the 


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<PAGE>   10
Company nor any of its Subsidiaries is a lessor with respect to any leases that,
singly or in the aggregate, are material to the management or business
operations of the Company or any Subsidiary. All tangible assets and properties
of the Company and its Subsidiaries are in good working condition (subject to
ordinary wear and tear) and are adequate for the uses to which they are being
put or would be put in the ordinary course of business.

            (r) There are no legal or governmental proceedings involving or
affecting the Company or any of its Subsidiaries or any of their respective
properties or assets which would be required to be described in a prospectus
pursuant to the Act that are not described in the Final Memorandum, nor are
there any material contracts or other documents which would be required to be
described in a prospectus pursuant to the Act that are not described in the
Final Memorandum.

            (s) Except as described in the Final Memorandum, there are no
consensual encumbrances or restrictions on the ability of any Subsidiary of the
Company (x) to pay dividends or make any other distributions on such
Subsidiary's capital stock or to pay any indebtedness owed to the Company or any
other Subsidiary of the Company, (y) to make any loans or advances to, or
investments in, the Company or any other Subsidiary of the Company or (z) to
transfer any of its property or assets to the Company or any other Subsidiary of
the Company.

            (t) There are no outstanding claims for services, either in the
nature of a finder's fee, financial advisory fee, origination fee or similar
fee, with respect to the transactions contemplated hereby and by the Transaction
Documents.

            (u) Except as described in the Final Memorandum, each of the Company
and its Subsidiaries is in compliance in all respects with all existing and
applicable domestic and foreign laws, rules or regulations relating to pollution
or protection of public or employee health or the environment ("Environmental
Law") and with the terms and conditions of any Permit, issued to the Company or
its Subsidiaries thereunder in connection with the ownership, operation or use
of its business, property and assets, except where the failure to be in such
compliance would not, individually or in the aggregate, have a Material Adverse
Effect. Except as disclosed in the Final Memorandum, none of the Company or its
Subsidiaries is subject to any known liability, absolute or contingent, under
any Environmental Law except for any such liability which would not,
individually or in the aggregate, have a Material Adverse Effect. Except as
disclosed in the Final Memorandum, there is no civil, criminal or administrative
action, suit, demand, hearing, notice of violation or deficiency, investigation,
proceeding or notice of potential responsibility or demand letter or request for
information pending or, to the best knowledge of the Company, threatened against
the Company or 


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<PAGE>   11
any of its Subsidiaries under any Environmental Law which, if determined
adversely to the Company or any of its Subsidiaries would, individually or in
the aggregate, result in a Material Adverse Effect.

            (v) Each of the Company and its Subsidiaries carries insurance
(including self insurance) in such amounts and covering such risks as is
adequate for the conduct of its business and the value of its properties and as
is customary for companies similarly situated within the industry of the
Company.

            (w) (i) None of the Company or its Subsidiaries has any liability
for any prohibited transaction or funding deficiency or any complete or partial
withdrawal liability with respect to any pension, profit sharing, 401(k) plan or
other plan which is subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and (ii) the fair market value of the assets of any
such employee pension benefit plan equals or exceeds the present value of the
liabilities of such plan (as determined in accordance with the actuarial methods
and assumptions set forth in the latest actuarial report for such employee
pension benefit plan), in each case, to which the Company or any of its
Subsidiaries makes or ever has made a contribution and in which any employee of
the Company or any of its Subsidiaries is or has ever been a participant. With
respect to such plans, the Company and each of its Subsidiaries is in compliance
in all material respects with all applicable provisions of ERISA. The execution
and delivery of this Agreement by the Company and the consummation of the
transactions contemplated hereby and by the Transaction Documents will not
involve any prohibited transaction (within the meaning of Section 406 of ERISA).
Neither the Company nor any of its "Affiliates" is a "party in interest" or a
"disqualified person" with respect to any employee benefit plans. No condition
exists or event or transaction has occurred in connection with any employee
benefit plan that could result in the Company or any such "Affiliate" incurring
any liability, fine or penalty that could, singly or in the aggregate, have a
Material Adverse Effect. For purposes of this paragraph (x), the terms "employee
benefit plan," "employee pension benefit plan," and "party in interest" shall
have the meanings assigned to such terms in Section 3 of ERISA, the term
"Affiliate" shall have the meaning assigned to such term in Section 407(d)(7) of
ERISA, and the term "disqualified person" shall have the meaning assigned to
such term in section 4975 of the Internal Revenue Code of 1986, as amended, or
the rules, regulations and published interpretations promulgated thereunder.

            (x) The Company is not and, after giving effect to the offering and
sale of the Notes, the Company will not be an "investment company" or a company
"controlled by" an "investment company" or "promoter" or "principal underwriter"
for an "investment company," as such terms are defined in the Investment Company
Act of 1940, as amended, and the rules and regulations 


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<PAGE>   12
thereunder.

            (y) Except as disclosed in the Final Memorandum, no holder of
securities of the Company or any of its Subsidiaries will be entitled to have
such securities registered under the registration statements required to be
filed by the Company pursuant to the Registration Rights Agreement.

            (z) Except as disclosed in the Final Memorandum, as of the Closing
Date, and immediately after the consummation of the transactions contemplated by
this Agreement and by the Transaction Documents, the fair value and current fair
saleable value of the assets of the Company (on a consolidated basis) will
exceed the sum of its stated liabilities and identified contingent liabilities.
Except as disclosed in the Final Memorandum, the Company is not, after giving
effect to the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby and by the Transaction
Documents, (a) left with unreasonably small capital with which to carry on its
business as it is proposed to be conducted and as described in the Final
Memorandum, (b) unable to pay its debts (contingent or otherwise) as they mature
or (c) otherwise insolvent.

            (aa) Neither the Company nor any person acting on its behalf (other
than the Initial Purchaser) has offered or sold the Notes by means of any
general solicitation or general advertising within the meaning of Rule 502(c)
under the Act or, with respect to Notes sold outside the United States to
non-U.S. persons (as defined in Rule 902 under the Act), by means of any
directed selling efforts within the meaning of Rule 902 under the Act, and the
Company, any affiliate of the Company and any person acting on its or their
behalf (other than the Initial Purchaser) have complied with and will implement
the "offering restrictions" within the meaning of such Rule 902.

            (bb) Except as permitted by the Act, the Company has not distributed
and, prior to the later to occur of the Closing Date and completion of the
distribution of the Notes, will not distribute any offering material in
connection with the offering and sale of the Notes other than the Preliminary
Memorandum and the Final Memorandum.

            (cc) Except as disclosed in the Final Memorandum, (a) neither the
Company nor any other person acting on behalf of the Company (other than the
Initial Purchaser) has solicited offers to buy or offered or sold or otherwise
negotiated in respect of any security that is or could be integrated with the
sale of the Notes in a manner that would require the registration under the Act
of any of the Notes, and (b) the Company will take reasonable precautions
designed to insure that any offer or sale, direct or indirect, in the United
States or to any U.S. person (as defined in Rule 902 under the Act) of any Notes
or any substantially 


                                      -12-
<PAGE>   13
similar security issued by the Company, within six months subsequent to the date
on which the distribution of the Notes has been completed, is made under
restrictions and other circumstances reasonably designed not to affect the
status of the offer and sale of the Notes in the United States and to U.S.
persons contemplated by this Agreement as transactions exempt from the
registration requirements of the Act.

            (dd) Neither the Company nor any of its affiliates does business
with the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes.

            (ee) Assuming the accuracy of and compliance with the
representations and warranties of the Initial Purchaser in Section 8 hereof, it
is not necessary in connection with the offer, sale and delivery of the Notes to
the Initial Purchaser in the manner contemplated by this Agreement to register
any of the Notes under the Act or to qualify the Indenture under the TIA.

            (ff) As of the date hereof, no other securities of the Company are
of the same class (within the meaning of Rule 144A under the Act) as the
Securities and listed on a national securities exchange registered under Section
6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation
system.

            (gg) None of the Company or its Subsidiaries has taken, nor will any
of them take, directly or indirectly, any action designed to, or that might be
reasonably expected to, cause or result in stabilization or manipulation of the
price of the Notes.

            (hh) Neither the Company nor any of its Subsidiaries is a "holding
company" or a "subsidiary company" of a "holding company" or an "affiliate" of a
"holding company," within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

            (ii) Except as described in the Preliminary Memorandum and the Final
Memorandum, (i) neither the Company nor any of its Subsidiaries is engaged in
any unfair labor practice, (ii) there is no unfair labor practice complaint or
other proceeding pending or, to the best knowledge of the Company, threatened
against the Company or any of its Subsidiaries before the National Labor
Relations Board or any state, local or foreign labor relations board or any
industrial tribunal, and no grievance or arbitration proceeding arising out of
or under any collective bargaining agreement is so pending or threatened, that
could, singly or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (iii) no strike, labor dispute, slowdown or stoppage is pending
or, to the best knowledge of the Company, threatened against the Company or any
of its Subsidiaries, and (iv) there is no union representation question existing
with respect to the 


                                      -13-
<PAGE>   14
employees of the Company or any of its Subsidiaries, and, to the best of the
Company's knowledge, no union organizing activities are taking place that could,
singly or in the aggregate, reasonably be expected to have a Material Adverse
Effect.

            (jj) Each of the Company and its Subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
material transactions are executed in accordance with management's general or
specific authorization, (ii) material transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP, and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
material differences.

            (kk) This Agreement, the Notes and each of the Transaction Documents
conform in all material respects to the descriptions thereof in the Preliminary
Memorandum and, as of the Closing Date, the Final Memorandum.

      3. PURCHASE, SALE AND DELIVERY OF THE NOTES. On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to
purchase from the Company, $20,000,000 aggregate principal amount of Notes at a
purchase price equal to 100% of the aggregate principal amount of Notes being
issued and sold. One or more certificates in definitive form for the Notes that
the Initial Purchaser has agreed to purchase hereunder, and in such denomination
or denominations and registered in such name or names as the Initial Purchaser
requests upon notice to the Company at least 24 hours prior to the Closing Date,
shall be delivered by or on behalf of the Company to the Initial Purchaser,
against payment by or on behalf of the Initial Purchaser of the purchase price
therefor. Such delivery of and payment for the Notes shall be made at the
offices of Anderson Kill & Olick, P.C., 1251 Avenue of the Americas, New York,
New York 10020 at 10:00 a.m., New York City time, on December 1, 1997, or at
such other place, time or date as the Initial Purchaser, on the one hand, and
the Company, on the other hand, may agree upon, such time and date of delivery
against payment being herein referred to as the "Closing Date". With respect to
Notes to be delivered in definitive certificated form, the Company will make
certificates for such Notes available for checking and packaging by the Initial
Purchaser at the offices of Jefferies & Company, Inc. in Los Angeles, California
or at such other place as the Initial Purchaser may designate, on the business
day next preceding the Closing Date. Notes to be represented by one or more
definitive global Notes in book-entry form will be deposited on the Closing
Date, by or on behalf of 


                                      -14-
<PAGE>   15
the Company, with The Depository Trust Company ("DTC") or its designated
custodian, and registered in the name of Cede & Co.

      4. OFFERING BY THE INITIAL PURCHASER. The Initial Purchaser proposes to
make an offering of the Notes, at the price and upon the terms set forth in the
Final Memorandum, as soon as practicable after this Agreement is entered into
and as in the judgment of the Initial Purchaser is advisable.

      5. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
Initial Purchaser that:

            (a) The Company shall not make any amendment or supplement to the
Final Memorandum of which the Initial Purchaser shall not previously have been
advised and furnished a copy for a reasonable period of time prior to the
proposed amendment or supplement and as to which the Initial Purchaser shall not
have given its consent. The Company shall promptly, upon the reasonable request
of the Initial Purchaser, make any amendments or supplements to the Preliminary
Memorandum or the Final Memorandum that may be necessary or advisable in
connection with the resale of the Notes by the Initial Purchaser.

            (b) The Company shall use its best efforts, in cooperation with the
Initial Purchaser, to arrange for the qualification of the Notes for offering
and sale under the securities or "Blue Sky" laws of such jurisdictions as the
Initial Purchaser may designate and shall continue such qualifications in effect
for as long as may be necessary to complete the resale of the Notes.

            (c) If, at any time prior to the completion of the initial resale of
the Notes by the Initial Purchaser to persons other than affiliates of the
Initial Purchaser (as determined by the Initial Purchaser), any event occurs as
a result of which the Final Memorandum as then amended or supplemented would
include any untrue statement of a material fact, or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if for any other reason it is
necessary at any time to amend or supplement the Final Memorandum to comply with
applicable law, the Company will promptly notify the Initial Purchaser thereof
and will prepare, at the expense of the Company, an amendment or supplement to
the Final Memorandum that corrects such statement or omission or effects such
compliance.

            (d) The Company will, without charge, provide to the Initial
Purchaser and to counsel for the Initial Purchaser as many copies of the Final
Memorandum or any amendment or supplement thereto as the Initial Purchaser or
such counsel may reasonably request.

            (e) For so long as any of the Notes remain 


                                      -15-
<PAGE>   16
outstanding, the Company will furnish to the Initial Purchaser copies of all
reports and other communications (financial or otherwise) furnished by the
Company to the Trustee or the holders of the Notes and, as soon as available,
copies of any reports or financial statements furnished to or filed by the
Company with the Commission or any national securities exchange on which any
class of securities of the Company may be listed.

            (f) Except as described in the Final Memorandum, none of the Company
or any of its affiliates will sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any "security" (as defined in the Act) which
could be integrated with the sale of the Notes in a manner which would require
the registration of the Notes under the Act.

            (g) The Company will not solicit any offer to buy or offer to sell
the Notes by means of any form of general solicitation or general advertising
(as those terms are used in Regulation D under the Act) or in any manner
involving a public offering within the meaning of Section 4(2) of the Act.

            (h) For so long as any of the Notes remain outstanding, the Company
will make available, upon request, to any seller or prospective purchaser of
such Notes, the information specified in Rule 144A(d)(4) under the Act, unless
the Company is then subject to Section 13 or 15(d) of the Exchange Act.

            (i) The Company will use its best efforts to (i) permit the Notes to
be designated PORTAL securities in accordance with the rules and regulations
adopted by the NASD relating to trading in the Private Offering, Resales and
Trading through Automated Linkages market (the "PORTAL Market") and (ii) permit
the Notes to be eligible under Rule 144A for clearance and settlement through
DTC.

            (j) (i) During the period beginning from the date hereof and
continuing until the date 180 days after the Closing Date, except as
contemplated by the Final Memorandum, the Company will not offer, sell, grant
any option to purchase, contract to sell or otherwise dispose of (or announce
any offer, sale, grant of any option to purchase or other disposition), except
as provided hereunder, any securities that are similar to the Notes, including
but not limited to, any securities that are convertible into or exchangeable
for, or that represent the right to receive any such securities similar to the
Notes, and the Company shall not offer, sell, contract to sell or otherwise
dispose of securities of the Company after such 180 day period if such
transaction would cause the initial offer and sale by the Company and resale by
the Initial Purchaser of the Notes not to be exempt from the registration
requirements of the Act.

            (k) During the two year period after the Closing Date 


                                      -16-
<PAGE>   17
(or such shorter period as may be provided for in Rule 144(k) under the Act, as
the same may be in effect from time to time), the Company will not, and will not
permit any of its subsidiaries or other affiliates (as defined in Rule 144A
under the Act) controlled by it to, resell any of the Notes which constitute
"restricted securities" under Rule 144 that have been acquired by any of them,
except pursuant to an effective registration statement under the Act.

            (l) The Company shall pay all stamp, documentary and transfer taxes
and other duties, if any, which may be imposed by the United States or any
political subdivision thereof or taxing authority thereof or therein with
respect to the issuance of the Notes or the sale thereof to the Initial
Purchaser.

            (m) For so long as the Initial Purchaser shall hold any Notes the
Company shall notify the Initial Purchaser promptly in writing if the Company or
any of its "Affiliates" becomes a "party in interest" or a "disqualified person"
with respect to any "employee benefit plan." The terms "Affiliates," "party in
interest," "disqualified person" and "employee benefit plan" shall have the
meanings as set forth in Section 2(x) hereof.

            (n) The Company will cooperate with the Initial Purchaser and with
its counsel in connection with the qualification of the Notes for offering and
sale by the Initial Purchaser and by dealers under the securities or Blue Sky
laws of such jurisdictions as the Initial Purchaser may designate and will file
such consents to service of process or other documents necessary or appropriate
in order to effect such qualification; provided that in no event shall the
Company be obligated to qualify to do business or qualify as a broker-dealer in
any jurisdiction where it is not now so qualified or to take any action which
would subject it to service of process in suits or to taxation in any
jurisdiction where it is not now so qualified or subject.

            (o) The Company agrees to use its best efforts to comply with all of
the terms and conditions of the Registration Rights Agreement, and all
agreements set forth in the representation letter of the Company to DTC relating
to the approval of the Notes by DTC for "book entry" transfer.

            (p) Except as stated in this Agreement, the Company has not taken,
nor will it take, directly or indirectly, any action designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the Notes to facilitate the sale or resale of the Notes.

            (q) The Company agrees not to sell, offer for sale or solicit offers
to buy or otherwise negotiate in respect of any security (as defined in the Act)
that would be integrated with the sale of the Notes in a manner that would
require the 


                                      -17-
<PAGE>   18
registration under the Act of the sale by the Company to the Initial Purchaser
or by the Initial Purchaser to purchasers of the Notes.

            (r) The Company agrees that, until the date on which all principal
of and premium, if any, and interest (including any Additional Interest (as
defined in the Registration Rights Agreement)) on the Notes has been paid in
full, it will not make any payments of principal, premium, if any, or interest
on any of the promissory notes listed on Exhibit 5(r) hereto (such promissory
notes shall be collectively referred to herein as (the "Affiliate Notes").

      6. EXPENSES. The Company agrees to pay all costs and expenses incident to
the performance of its obligations under this Agreement and the Transaction
Documents, whether or not the transactions contemplated herein are consummated
or this Agreement is terminated pursuant to Section 11 hereof, including all
costs and expenses related or incident to (i) the printing, word processing or
other production of documents with respect to the transactions contemplated
hereby, including any costs of printing the Preliminary Memorandum and the Final
Memorandum and any amendment or supplement thereto, (ii) all arrangements
relating to the delivery to the Initial Purchaser of copies of the foregoing
documents, (iii) the fees and disbursements of the counsel, the accountants and
any other experts or advisors retained by the Company, (iv) the preparation,
issuance and delivery to the Initial Purchaser of the Notes, (v) the
qualification for the Notes under state securities and "Blue Sky" laws,
including filing fees and fees and disbursements of counsel incurred by the
Initial Purchaser relating thereto, (vi) all reasonable fees and expenses
incurred by the Initial Purchaser, including, without limitation, the reasonable
fees and disbursements of Anderson Kill & Olick, P.C., counsel to the Initial
Purchaser, incurred in connection with the transactions contemplated by the
Transaction Documents, (vii) expenses in connection with any meetings with
prospective investors in the Notes, (viii) fees and expenses of the Trustee,
including reasonable fees and expenses of its counsel incurred by any of them
and (ix) all expenses and listing fees incurred in connection with the
application for quotation of the Notes on the PORTAL Market. If the sale of the
Notes provided for herein is not consummated because any condition to the
obligations of the Initial Purchaser set forth in Section 7 hereof is not
satisfied, because this Agreement is terminated or because of any failure,
refusal or inability on the part of the Company to perform all obligations and
satisfy all conditions on its part to be performed or satisfied hereunder other
than solely by reason of a default by the Initial Purchaser on its obligations
hereunder after all conditions hereunder have been satisfied in accordance
herewith, the Company agrees to promptly reimburse the Initial Purchaser upon
request for all expenses (including reasonable fees and disbursements of
Anderson Kill & Olick, P.C., counsel 


                                      -18-
<PAGE>   19
for the Initial Purchaser) that shall have been incurred by the Initial
Purchaser in connection with the proposed purchase and sale of the Notes.

      7. CONDITIONS OF THE INITIAL PURCHASER'S OBLIGATIONS. The obligation of
the Initial Purchaser to purchase and pay for the Notes shall be subject to the
satisfaction or waiver of the following conditions on or prior to the Closing
Date:

            (a) On the Closing Date, the Initial Purchaser shall have received
the opinion, dated as of the Closing Date and addressed to the Initial
Purchaser, of Squire, Sanders & Dempsey LLP, counsel for the Company, in form
and substance satisfactory to counsel for the Initial Purchaser, substantially
to the effect that:

                  (i) Each of the Company and its Subsidiaries (including each
      of the Guarantors) is duly incorporated, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation and has
      all requisite corporate power and authority to own, lease and operate its
      properties and to conduct its business as described in the Final
      Memorandum.

                  (ii) Each of the Company and its Subsidiaries (including each
      of the Guarantors) is duly qualified as a foreign corporation and is in
      good standing under the laws of all other jurisdictions where the
      ownership or leasing of its properties or the conduct of its business
      requires such qualification, except where the failure to be so qualified
      would not, individually or in the aggregate, have a Material Adverse
      Effect.

                  (iii) Except as disclosed in the Final Memorandum, all of the
      outstanding shares of capital stock of the Subsidiaries of the Company are
      owned, directly or indirectly, by the Company, free and clear of all
      Encumbrances.

                  (iv) Except as set forth in the Final Memorandum, (A) no
      options, warrants or other rights to purchase from the Company any Equity
      Interests in the Company are outstanding, (B) no agreements, contracts,
      arrangements or other obligations of the Company to issue, or other rights
      granted by the Company to cause the Company to convert, any obligation
      into, or exchange any securities for, any Equity Interests in the Company
      are outstanding and (C) the Company is not obligated to have any of its
      securities registered under a registration statement filed by the Company
      under the Act with respect to any of the Notes.

                  (v) The Company has all requisite corporate power and
      authority to execute, deliver and perform its 


                                      -19-
<PAGE>   20
      obligations under the Indenture and the Notes. Each of the Guarantors has
      all requisite corporate power and authority to execute, deliver and
      perform its respective obligations under the Indenture and the Guarantee
      to which it is a party. The Indenture, the Notes and each of the
      Guarantees have been duly and validly authorized and executed by the
      Company and each Guarantor party thereto and, when duly authenticated by
      the Trustee in accordance with the Indenture and when delivered by the
      Company and paid for by the Initial Purchaser in accordance with the terms
      of this Agreement, (a) the Indenture, the Notes and each of the Guarantees
      will constitute the valid and legally binding obligations of the Company
      and each Guarantor party thereto, enforceable against the Company and each
      Guarantor party thereto, in accordance with their respective terms, except
      that the enforcement thereof may be subject to (i) bankruptcy, insolvency
      (including all laws relating to fraudulent transfer), reorganization,
      receivership, moratorium, or other similar laws now or hereafter in effect
      relating to creditors' rights generally and (ii) general principles of
      equity (whether applied by a court of law or equity) and the discretion of
      the court before which any proceeding therefor may be brought, and (b) the
      holders of the Notes will be entitled to the benefits of the Indenture and
      each of the Guarantees except as such benefits may be limited by (i)
      bankruptcy, insolvency (including all laws relating to fraudulent
      transfer), reorganization, receivership, moratorium, fraudulent conveyance
      or other similar laws now or hereafter in effect relating to creditors'
      rights generally and (ii) general principles of equity (whether applied by
      a court of law or equity) and the discretion of the court before which any
      proceeding therefor may be brought.

                  (vi) The Company has all requisite corporate power and
      authority to execute, deliver and perform its obligations under the
      Registration Rights Agreement. The Registration Rights Agreement has been
      duly and validly authorized, executed and delivered by the Company and
      constitutes a valid and legally binding obligation of the Company,
      enforceable against the Company in accordance with its terms, except that
      the enforcement thereof may be subject to (i) bankruptcy, insolvency
      (including all laws relating to fraudulent transfer), reorganization,
      receivership, moratorium, fraudulent conveyance or other similar laws now
      or hereafter in effect relating to creditors' rights generally, (ii)
      general principles of equity (whether applied by a court of law or equity)
      and the discretion of the court before which any proceeding therefor may
      be brought and (iii) federal or state securities laws or principles of
      public policy affecting enforcement of rights to indemnity or
      contribution.


                                      -20-
<PAGE>   21
                  (vii) The Company has all requisite corporate power and
      authority to execute, deliver and perform its obligations under this
      Agreement. This Agreement has been duly and validly authorized, executed
      and delivered by the Company and constitutes the valid and legally binding
      obligations of the Company, enforceable against the Company in accordance
      with its terms, except that the enforcement thereof may be subject to (i)
      bankruptcy, insolvency (including all laws relating to fraudulent
      transfer), reorganization, receivership, moratorium or other similar laws
      now or hereafter in effect relating to creditors' rights generally (ii)
      general principles of equity (whether applied by a court of law or equity)
      and the discretion of the court before which any proceeding therefor may
      be brought and (iii) federal or state securities laws or principles of
      public policy affecting enforcement of rights to indemnity or
      contribution.

                  (viii) The statements set forth in the Final Memorandum under
      the caption "Description of Notes", fairly summarize in all material
      respects the legal matters and documents referred to therein.

                  (ix) The statements in the Final Memorandum, insofar as they
      are descriptions of contracts, agreements or other legal documents, are
      accurate in all material respects and present fairly the information
      required to be shown.

                  (x) The Indenture, the Notes, the Guarantees (when issued in
      accordance with the Indenture), and the Registration Rights Agreement
      conform in all material respects to the descriptions thereof contained in
      the Final Memorandum.

                  (xi) Except as set forth in the Final Memorandum, no legal or
      governmental actions, suits or proceedings are pending or, to the
      knowledge of such counsel, threatened to which the Company or any of its
      Subsidiaries is a party or to which the property or assets of the Company
      or any of its Subsidiaries is subject (i) which, if determined adversely
      to the Company or such Subsidiary, would result, individually or in the
      aggregate, in a Material Adverse Effect, or which seeks to restrain,
      enjoin, prevent the consummation of or otherwise challenge the issuance or
      sale of the Notes to be sold hereunder or the consummation of the other
      transactions described in the Final Memorandum or (ii) which would be
      required to be disclosed in the Final Memorandum if the Final Memorandum
      were a prospectus included in a registration statement on Form S-1 filed
      under the Act.

                  (xii) Assuming that the New Notes have been duly authorized by
      all necessary corporate action of the Company, 


                                      -21-
<PAGE>   22
      such New Notes when duly authenticated by the Trustee in accordance with
      the Indenture and duly executed and delivered by the Company in accordance
      with the terms of the Registration Rights Agreement and the Indenture,
      will constitute the valid and legally binding obligations of the Company
      and each of the Guarantors, entitled to the benefits of the Indenture and
      enforceable against the Company and each of the Guarantors in accordance
      with their terms, except that the enforcement thereof may be subject to
      (i) bankruptcy, insolvency (including all laws relating to fraudulent
      transfer), reorganization, receivership, moratorium or other similar laws
      now or hereafter in effect relating to creditors' rights generally and
      (ii) general principles of equity (whether applied by a court of law or
      equity) and the discretion of the court before which any proceeding
      therefor may be brought.

                  (xiii) Except as set forth in the Final Memorandum, the
      execution and delivery of this Agreement and each of the Transaction
      Documents and the consummation of the transactions contemplated hereby and
      thereby (including, without limitation, the issuance and sale of the Notes
      to the Initial Purchaser) will not conflict with or constitute or result
      in a material breach or violation of or a default under (or an event which
      with notice or passage of time or both would constitute a material default
      under) (i) any of the terms or provisions of (A) any indenture, mortgage,
      deed of trust, loan agreement, note, or (B) any lease, license, franchise
      agreement, Permit, certificate, contract or other agreement or instrument
      to which the Company or any of its Subsidiaries is a party or to which
      they or their respective properties or assets are subject, except, with
      respect to each of clauses (A) and (B) hereof, for any such conflict,
      breach, violation, default or event which would not, individually or in
      the aggregate, have a Material Adverse Effect, (ii) the certificate of
      incorporation or bylaws of the Company or any of its Subsidiaries, or
      (iii) any statute, judgment, decree, order, law, rule or regulation, or
      any judgment, order or decree of any court, governmental agency or body or
      arbitrator applicable to the Company, its Subsidiaries or any of their
      respective properties or assets.

                  (xiv) No consent, approval, authorization or order of any
      domestic governmental authority is required for the issuance and sale by
      the Company of the Notes to the Initial Purchaser or the other
      transactions contemplated hereby, except as have previously been obtained
      and as may be required under applicable state securities or Blue Sky laws.

                  (xv) Based upon the representations, warranties and agreements
      of the Company in Sections 1 and 5 of this 


                                      -22-
<PAGE>   23
      Agreement and of the Initial Purchaser in Section 8 of this Agreement, it
      is not necessary in connection with the offer, sale and delivery of the
      Notes to the Initial Purchaser under this Agreement or in connection with
      the initial resale of such Notes by the Initial Purchaser in accordance
      with Section 4 of this Agreement to register the Notes under the
      Securities Act, it being understood that no opinion is expressed as to any
      subsequent resale of any of the Notes. The Indenture is in sufficient form
      for qualification under the TIA. Prior to the commencement of the Exchange
      Offer (as defined in the Registration Rights Agreement) or the
      effectiveness of the Shelf Registration Statement (as defined in the
      Registration Rights Agreement), the Indenture is not required to be
      qualified under the TIA.

                  (xvi) Neither the consummation of the transactions
      contemplated by this Agreement or any of the Transaction Documents nor the
      sale, issuance, execution or delivery of the Notes will violate Section 7
      of the Exchange Act or any regulation promulgated thereunder, including,
      without limitation, Regulation G, T, U or X promulgated by the Board of
      Governors of the Federal Reserve System.

            Such counsel shall also state that it has reviewed and participated
in discussions concerning the preparation of the Final Memorandum with certain
officers and employees of the Company, with its counsel and its auditors, and
with representatives of the Initial Purchaser and their counsel. The limitations
inherent in the independent verification of factual matters and in the role of
outside counsel are such, however, that such counsel will not assume any
responsibility for the accuracy, completeness or fairness of any of the
statements made in the Final Memorandum, except as set forth in subparagraph
(viii), (ix) and (x) of this Section 7(a). Such counsel shall advise the Initial
Purchaser that, subject to the limitations set forth above, on the basis of the
information such counsel gained in the course of performing the services
referred to above, (i) no facts came to such counsel's attention which gave such
counsel reason to believe that the Final Memorandum (other than the financial
statements and related notes thereto and the other financial, statistical, and
other accounting data, as to which counsel need express no opinion) of its date
or the Closing Date, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. In rendering such opinion, such counsel may (i) rely with
respect to matters of fact upon the representations and warranties of the
Company and its Subsidiaries set forth herein, upon certificates of officers of
the Company and its Subsidiaries and upon information obtained from public
officials, (ii) assume that all documents submitted to such counsel as originals
are authentic, that all copies submitted to such counsel conform to the
originals thereof, and 


                                      -23-
<PAGE>   24
that the signatures on all documents examined by such counsel are genuine, (iii)
state that such counsel's opinion is limited to the federal law of the United
States and the laws of the State of New York and the General Corporation Law of
the State of Delaware and (iv) may make such other assumptions and
qualifications as may be reasonably acceptable to the Initial Purchaser and its
counsel. The opinion of Squire, Sanders & Dempsey LLP described in this Section
7(a) shall be rendered at the request of the Company to, and may be relied upon
solely by, the Initial Purchaser and shall so state therein.

      References to the Final Memorandum in this subsection (a) shall include
any amendment or supplement thereto prepared in accordance with the provisions
of this Agreement at the Closing Date.

            (b) On the Closing Date, the Initial Purchaser shall have received
opinion(s) in form and substance satisfactory to the Initial Purchaser, dated as
of the Closing Date and addressed to the Initial Purchaser of local counsel to
the Company and its Subsidiaries as to certain regulatory matters with respect
to the Company and its Subsidiaries.

            (c) On the Closing Date, the Initial Purchaser shall have received
an opinion, in form and substance satisfactory to the Initial Purchaser, dated
as of the Closing Date and addressed to the Initial Purchaser, of Anderson Kill
& Olick P.C., counsel for the Initial Purchaser, with respect to certain legal
matters relating to this Agreement and such other related matters as the Initial
Purchaser may require. In rendering such opinion, Anderson Kill & Olick P.C.
shall have received and may rely upon such certificates and other documents and
information as it may reasonably request to pass upon such matters.

            (d) The Initial Purchaser shall have received from the Independent
Accountants a comfort letter dated the date hereof, in form and substance
satisfactory to the Initial Purchaser and its counsel.

            (e) The representations and warranties of the Company contained in
this Agreement shall be true and correct in all material respects on and as of
the date hereof and on and as of the Closing Date as if made on and as of the
Closing Date (except for the representations and warranties which were true and
correct as of a certain specified date which shall continue to be true and
correct as of such date). The statements of the Company's officers made pursuant
to any certificate delivered in accordance with the provisions hereof shall be
true and correct in all material respects on and as of the date made and on and
as of the Closing Date. The Company shall have complied in all material respects
with all agreements and satisfied all conditions to be performed or satisfied
hereunder at or prior to the Closing Date. Except as described in the Final
Memorandum 


                                      -24-
<PAGE>   25
(exclusive of any amendment or supplement thereto after the date hereof),
subsequent to the date of the most recent financial statements in such Final
Memorandum, there shall have been no development that, singly or in the
aggregate, is reasonably likely to have a Material Adverse Effect.

            (f) The sale of the Notes hereunder shall not be enjoined
(temporarily or permanently) on the Closing Date.

            (g) Subsequent to the date of the most recent financial statements
in the Final Memorandum (exclusive of any amendment or supplement thereto after
the date hereof), other than as described in such Final Memorandum or
contemplated hereby or thereby, neither the Company nor any of its Subsidiaries
shall have incurred any liabilities or obligations, direct or contingent not in
the ordinary course of business that are material to the Company and its
Subsidiaries, taken as a whole, or entered into any transactions not in the
ordinary course of business that are material to the business, condition
(financial or other) or results of operations or prospects of the Company, taken
as a whole, and there shall not have been any adverse change in the capital
stock or long-term indebtedness of the Company or any of its Subsidiaries that
is material to the business, condition (financial or otherwise) or results of
operations or prospects of the Company and its Subsidiaries, taken as a whole.

            (h) Subsequent to the date of the most recent financial statements
in the Final Memorandum and except as stated therein (exclusive of any amendment
or supplement thereto after the date hereof), the conduct of the business and
operations of the Company shall not have been interfered with by strike, fire,
flood, hurricane, accident or other calamity (whether or not insured) or by any
court or governmental action, order or decree, and the properties of the Company
shall not have sustained any loss or damage (whether or not insured) as a result
of any such occurrence, except any such interference, loss or damage which would
not, individually or in the aggregate, have a Material Adverse Effect.

            (i) The Initial Purchaser shall have received certificates of the
Company, dated the Closing Date, signed on behalf of the Company by the Chairman
of the Board, President or Chief Executive Officer and their Treasurer, to the
effect that:

                  (i) the representations and warranties of the Company and its
      Subsidiaries contained in this Agreement are true and correct in all
      material respects as of the date hereof and as of the Closing Date (except
      for the representations and warranties which were true and correct as of a
      certain specified date which shall continue to be true and correct as of
      such date), and the Company and its Subsidiaries have performed all
      covenants and agreements and 


                                      -25-
<PAGE>   26
      satisfied hereunder all conditions on their part to be performed or
      satisfied hereunder at or prior to the Closing Date;

                  (ii) at the Closing Date, since the date hereof or since the
      date of the most recent financial statements in the Final Memorandum
      (exclusive of any amendment or supplement thereto after the date hereof),
      no event or events have occurred, no information has become known nor does
      any condition exist that, individually or in the aggregate, would have a
      Material Adverse Effect;

                  (iii) since the date hereof or since the date of the most
      recent financial statements in the Final Memorandum (exclusive of any
      amendment or supplement thereto after the date hereof), other than as
      described in the Final Memorandum or contemplated hereby, neither the
      Company nor any of its Subsidiaries has incurred any liabilities or
      obligations, direct or contingent, not in the ordinary course of business,
      that are material to the Company and its Subsidiaries, taken as a whole,
      or entered into any transactions not in the ordinary course of business
      that are material to the business, condition (financial or otherwise) or
      results of operations or prospects of the Company and its Subsidiaries,
      taken as a whole, and there has not been any change in the capital stock
      or long-term indebtedness of the Company or any of its Subsidiaries that
      is material to the business, condition (financial or otherwise) or results
      of operations or prospects of the Company and its Subsidiaries, taken as a
      whole; and

                  (iv) the sale of the Notes hereunder has not been enjoined
      (temporarily or permanently).

            (j) On the Closing Date, the Initial Purchaser shall have received
the Registration Rights Agreement executed by the Company and such agreement
shall be in full force and effect at all times from and after the Closing Date.

            (k) On the Closing Date, the Initial Purchaser shall have received
Forbearance Agreements, each in form and substance satisfactory to the Initial
Purchaser duly executed by each of the holders of the Affiliate Notes, and such
agreements shall be in full force and effect at all times from and after the
Closing Date until payment in full of all principal, premium, if any, and
interest (including any Additional Interest) on the Notes.

            (l) On the Closing Date, the Company will pay or cause to be paid
the reasonable fees and expenses of (i) Squire, Sanders & Dempsey LLP, counsel
to the Company, and (ii) Anderson Kill & Olick, P.C., counsel to the Initial
Purchaser.

            On or before the Closing Date, the Initial Purchaser 


                                      -26-
<PAGE>   27
and counsel for the Initial Purchaser shall each have received such further
documents, opinions, certificates, letters and schedules or instruments relating
to the business, corporate, legal and financial affairs of the Company and its
subsidiaries as they shall have heretofore reasonably requested from the Company
and its Subsidiaries.

            All such documents, opinions, certificates, letters, schedules or
instruments delivered pursuant to this Agreement will comply with the provision
hereof only if they are reasonably satisfactory in all respects to the Initial
Purchaser and counsel for the Initial Purchaser. The Company shall furnish to
the Initial Purchaser such conformed copies of such documents, opinions,
certificates, letters, schedules and instruments in such quantities as the
Initial Purchaser shall reasonably request.

      8. REPRESENTATIONS AND WARRANTIES BY THE INITIAL PURCHASER. The Initial
Purchaser represents and warrants (as to itself only) that it is a QIB with such
knowledge and experience in financial and business matters as are necessary in
order to evaluate the merits and risks of an investment in the Notes. The
Initial Purchaser agrees with the Company (as to itself only) that (a) it has
not and will not solicit offers for, or offer or sell, the Notes by any form of
general solicitation or general advertising (as those terms are used in
Regulation D under the Act) or in any manner involving a public offering within
the meaning of Section 4(2) of the Act and the rules and regulations promulgated
thereunder, and (b) it has and will solicit offers for the Notes only from, and
will offer and sell the Notes only to (A) in the case of offers inside the
United States, (i) persons whom the Initial Purchaser reasonably believes to be
QIBs or, if any such person is buying for one or more institutional accounts for
which such person is acting as fiduciary or agent, only when such person has
represented in writing to the Initial Purchaser that each such account is a QIB,
to whom notice has been given that such sale or delivery is being made in
reliance on Rule 144A, and, in each case, in transactions under Rule 144A or
(ii) a limited number of other institutional investors reasonably believed by
the Initial Purchaser to be Accredited Investors that, prior to their purchase
of the Notes, deliver to the Initial Purchaser a letter containing the
representations and agreements set forth in Appendix A to the Final Memorandum
and (B) in the case of offers outside the United States, persons other than U.S.
persons, which term shall include dealers or other professional fiduciaries in
the United States acting on a discretionary basis for foreign beneficial owners
(other than an estate or trust); provided, however, that, in the case of this
clause (b), in purchasing such Notes, such persons are deemed to have
represented and agreed as provided under the caption "Notice to Investors"
contained in the Final Memorandum. The Initial Purchaser acknowledges and agrees
that it will not offer, sell or deliver any Notes in any jurisdiction outside of
the United 


                                      -27-
<PAGE>   28
States, its territories or possessions except under circumstances that will
result in compliance with the provisions of Regulation S under the Act and the
applicable laws of such jurisdiction.

      9.    INDEMNIFICATION AND CONTRIBUTION.

            (a) The Company agrees to indemnify and hold harmless the Initial
Purchaser, and each person, if any, who controls the Initial Purchaser within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against
any losses, claims, damages or liabilities of any kind to which the Initial
Purchaser or such controlling person may become subject under the Act, the
Exchange Act or otherwise, insofar as any such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

            (i) any untrue statement or alleged untrue statement of any material
      fact contained in any Memorandum or any amendment or supplement thereto;

            (ii) the omission or alleged omission to state, in any Memorandum or
      any amendment or supplement thereto, a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading; or

            (iii) any breach by the Company or any of its Subsidiaries of their
      respective representations, warranties and agreements set forth herein.

and, subject to the provisions hereof, will reimburse, as incurred, the Initial
Purchaser and each such controlling person for any legal or other expenses
incurred by the Initial Purchaser or such controlling person in connection with
investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action in respect
thereof; provided, however, the Company will not be liable in any such case to
the extent (but only to the extent) that any such loss, claim, damage or
liability is finally judicially determined by a court of competent jurisdiction
in a final, unappealable judgment, to have resulted primarily from any untrue
statement or alleged untrue statement or omission or alleged omission made in
any Memorandum or any amendment or supplement thereto in reliance upon and in
conformity with written information concerning the Initial Purchaser furnished
to the Company by the Initial Purchaser specifically for use therein. This
indemnity agreement will be in addition to any liability that the Company may
otherwise have to the indemnified parties. The Company shall not be liable under
this Section 9 for any settlement of any claim or action effected without its
prior written consent, which shall not be unreasonably withheld, and provided,
further, however, that this indemnity, as to the Preliminary Memorandum, shall
not inure to the benefit of the 


                                      -28-
<PAGE>   29
Initial Purchaser (or any person controlling such Initial Purchaser) on account
of any loss, claim, damage or liability arising from the sale of Notes to any
person by such Initial Purchaser if such Initial Purchaser failed to send or
give a copy of the Final Memorandum (as the same may be supplemented or amended)
to such person at or prior to the written confirmation of the sale of the to
such person, and the untrue statement or alleged untrue statement or omission or
alleged omission of a material fact in such Preliminary Memorandum was corrected
in the Final Memorandum, unless such failure resulted from noncompliance by the
Company with Section 5(c).

            (b) The Initial Purchaser agrees to indemnify and hold harmless each
of the Company, its directors, officers and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) are finally judicially
determined by a court of competent jurisdiction in a final, unappealable
judgment, to have resulted solely from (x) (i) any untrue statement or alleged
untrue statement of any material fact contained in any Memorandum or any
amendment or supplement thereto, or (ii) the omission or the alleged omission to
state therein a material fact required to be stated in any Memorandum or any
amendment or supplement thereto or necessary to make the statements therein in
light of the circumstances under which they were made not misleading, in each
case to the extent (but only to the extent), that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Initial
Purchaser, furnished to the Company by the Initial Purchaser specifically for
use therein or (y) any breach by the Initial Purchaser of its representations,
warranties and agreements set forth in Section 8 hereof. Notwithstanding the
provisions of this Section 9, the Initial Purchaser's indemnification
obligations shall be limited to the amount of the commission received by the
Initial Purchaser applicable to the Notes purchased by the Initial Purchaser
hereunder.

            (c) As promptly as reasonably practical after receipt by an
indemnified party under this Section 9 of notice of the commencement of any
action for which such indemnified party is entitled to indemnification under
this Section 9, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 9, notify the
indemnifying party of the commencement thereof in writing; but the omission to
so notify the indemnifying party (i) will not relieve such indemnifying party
from any liability under paragraph (a) or (b) above unless and only to the
extent it is materially prejudiced as a result thereof and (ii) will not, in 


                                      -29-
<PAGE>   30
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraphs (a) and (b) above. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may determine, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if (i) the use
of counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the defendants in
any such action include both the indemnified party and the indemnifying party,
and the indemnified party shall have been advised in writing by counsel that
there may be one or more legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party, or (iii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after receipt by the indemnifying
party of notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such action
on behalf of such indemnified party or parties and such indemnified party or
parties shall have the right to select separate counsel to defend such action on
behalf of such indemnified party or parties at the expense of the indemnifying
party. After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof and approval by such indemnified party
of counsel appointed to defend such action, the indemnifying party will not be
liable to such indemnified party under this Section 9 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred by
such indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the
same jurisdiction arising out of the same general allegations or circumstances,
designated by the Initial Purchaser in the case of paragraph (a) of this Section
9 or the Company in the case of paragraph (b) of this Section 9, representing
the indemnified parties under such paragraph (a) or paragraph (b), as the case
may be, who are parties to such action or actions) or (ii) the indemnifying
party has authorized in writing the employment of counsel for the indemnified
party at the expense of the indemnifying party. After such notice from the
indemnifying party to such indemnified party, the indemnifying party will not be
liable for the costs and expenses of any settlement of such action effected by
such indemnified party without the prior 


                                      -30-
<PAGE>   31
written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 9, in which case the indemnified party may effect such
a settlement without such consent.

            (d) No indemnifying party shall be liable under this Section 9 for
any settlement of any claim or action (or threatened claim or action) effected
without its written consent, which shall not be unreasonably withheld, but if a
claim or action settled with its written consent, or if there be a final
judgment for the plaintiff with respect to any such claim or action, each
indemnifying party jointly and severally agrees, subject to the exceptions and
limitation set forth above, to indemnify and hold harmless each indemnified
party from and against any and all losses, claims, damages or liabilities (and
legal and other expenses as set forth above) incurred by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of any
pending or threatened proceeding in respect of which the indemnified party is or
could have been a party, or indemnity could have been sought hereunder by the
indemnified party, unless such settlement (A) includes an unconditional written
release of the indemnified party, in form and substance satisfactory to the
indemnified party, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of the indemnified party.

            (e) In circumstances in which the indemnity agreement provided for
in the preceding paragraphs of this Section 9 is unavailable to, or insufficient
to hold harmless, an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof), each indemnifying party, in
order to provide for just and equitable contributions, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Notes or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative benefits received by the Company on the one hand and the
Initial Purchaser on the other shall be deemed to be in the same proportion as
the total proceeds from the offering of the Notes (before deducting expenses)
received by the Company bear to the total discounts and 


                                      -31-
<PAGE>   32
commissions received by such Initial Purchaser. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand, or such Initial Purchaser on the other, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission or alleged statement or omissions, and any other
equitable considerations appropriate under the circumstances.

            (f) The Company and the Initial Purchaser agree that it would not be
equitable if the amount of such contribution determined pursuant to the
immediately preceding paragraph (e) were determined by pro rata or per capita
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of the
immediately preceding paragraph (e). Notwithstanding any other provision of the
immediately preceding paragraph (e), the Initial Purchaser shall not be
obligated to make contributions hereunder that in the aggregate exceed the total
discounts, commissions and other compensation received by such Initial Purchaser
under this Agreement, less the aggregate amount of any damages that such Initial
Purchaser has otherwise been required to pay by reason of the untrue or alleged
untrue statements or the omissions or alleged omissions to state a material
fact. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of the
immediately preceding paragraph (e), each person, if any, who controls the
Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Initial
Purchaser, and each director of the Company, each officer of the Company and
each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, shall have the same rights to
contribution as the Company.

      10. SURVIVAL CLAUSE. The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company and its
officers and the Initial Purchaser set forth in this Agreement or made by or on
behalf of them pursuant to this Agreement shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company and its
Subsidiaries, any of their respective officers or directors, the Initial
Purchaser or any controlling person referred to in Section 9 hereof and shall
survive delivery of and payment for the Notes. The respective agreements,
covenants, indemnities and other statements set forth in Sections 6, 9 and 14
hereof shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement.

      11. TERMINATION. (a) This Agreement may be terminated in 


                                      -32-
<PAGE>   33
the sole discretion of the Initial Purchaser by notice to the Company given
prior to the Closing Date in the event that the Company shall have failed,
refused or been unable to perform all obligations and satisfy all conditions on
its part to be performed or satisfied hereunder at or prior thereto or, if at or
prior to the Closing Date:

                  (i) the Company shall have sustained any loss or interference
      with respect to its businesses or properties from fire, flood, hurricane,
      accident or other calamity, whether or not covered by insurance, or from
      any strike, labor dispute, slow down or work stoppage or any legal or
      governmental proceeding, which loss or interference, in the sole judgment
      of the Initial Purchaser, has had, has or is reasonably likely to have a
      Material Adverse Effect or there shall have been, in the sole judgment of
      the Initial Purchaser, any event or development involving or reasonably
      likely to cause or result in a Material Adverse Effect (including without
      limitation a change in management or control of the Company), except in
      each case as described in the Final Memorandum (exclusive of any amendment
      or supplement thereto);

                  (ii) trading in securities generally on the New York Stock
      Exchange, American Stock Exchange or the NASDAQ National Market shall have
      been suspended or minimum or maximum prices shall have been established on
      any such exchange or market;

                  (iii) a banking moratorium shall have been declared by New
      York or United States authorities; or

                  (iv) there shall have been (A) an outbreak or escalation of
      hostilities between the United States and any foreign power, or (B) an
      outbreak or escalation of any other insurrection or armed conflict
      involving the United States or any other national or international
      calamity or emergency, or (C) any material change in the financial markets
      or the markets for high yield debt securities of the United States which,
      in the case of clause (A), (B) or (C) and in the sole judgment of the
      Initial Purchaser, makes it impracticable or inadvisable to proceed with
      the private offering or the delivery of the Notes as contemplated by the
      Final Memorandum.

            (b) Termination of this Agreement pursuant to this Section 11 shall
be without liability of any party to any other party except as provided in
Section 10 hereof.

      12. INFORMATION SUPPLIED BY THE INITIAL PURCHASER. The statements set
forth in the last paragraph on the front cover page and in the first, fifth and
seventh paragraphs under the heading "Plan of Distribution" in the Memorandum
(solely to the 


                                      -33-
<PAGE>   34
extent such statements relate to the Initial Purchaser) constitute the only
information furnished by the Initial Purchaser to the Company or its
Subsidiaries for the purposes of Sections 2(a) and 9 hereof.

      13. NOTICES. All communications hereunder shall be in writing and, if sent
to the Initial Purchaser, shall be mailed or delivered or telecopied and
confirmed in writing to (i) Jefferies & Company, Inc., 11100 Santa Monica
Boulevard, 10th Floor, Los Angeles, California 90025, Attention: Jerry Gluck,
Telecopy No. (310) 575-5166; a copy to Anderson Kill & Olick, P.C., 1251 Avenue
of the Americas, New York, New York 10020, Attention: Ronald S. Brody, Esq., and
if sent to the Company, shall be mailed or delivered or telecopied and confirmed
in writing to it at 8800 North Gainey Center Drive, Suite 245, Scottsdale,
Arizona 85258, Attention: Treasurer, Telecopy No. (602) 481-6479; with a copy to
Squire, Sanders & Dempsey LLP, Two Renaissance Squire, 40 North Central Avenue,
Suite 2700 Phoenix, Arizona 85004, Attention: Christopher D. Johnson, Esq.,
Telecopy No. (602) 253-8129.

            All such notices and communications shall be deemed to have been
duly given: (a) when delivered by hand, if personally delivered; (b) five
business days after being deposited in the United States mail, postage prepaid,
if mailed; (c) one business day after being timely delivered to a next-day air
courier; and (d) when receipt is acknowledged by the addressed, if telecopied.

      14. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the Initial Purchaser, the Company and their respective successors
and legal representatives, and nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any other person any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provisions herein contained, this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of such
persons and for the benefit of no other person, except that (i) the indemnities
of the Company contained in Section 9 of this Agreement shall also be for the
benefit of any person or persons who control the Initial Purchaser within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the
indemnities of the Initial Purchaser contained in Section 9 of this Agreement
shall also be for the benefit of the directors of the Company, their respective
officers and any person or persons who control the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act. No purchaser of Notes
from the Initial Purchaser will be deemed a successor because of such purchase.

      15. APPLICABLE LAW; VENUE; SERVICE OF PROCESS. THIS AGREEMENT SHALL BE
CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. THE 


                                      -34-
<PAGE>   35
COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY
CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE COMPANY AT THE ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INITIAL
PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE,
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER
JURISDICTION.

      16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


                                      -35-
<PAGE>   36
      If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement among the Company and the
Initial Purchaser.

                                    Very truly yours,

                                    UNISON HEALTHCARE CORPORATION



                                    By:  _______________________________
                                         Name:
                                         Title:



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

JEFFERIES & COMPANY, INC.



By:  _______________________________
     Name:
     Title:


                                      -36-
<PAGE>   37
                                    EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT


                                      -37-