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                                                                     EXHIBIT 4.8


                                                                  EXECUTION COPY

                    $250,000,000 AGGREGATE PRINCIPAL AMOUNT

                           APOGENT TECHNOLOGIES INC.

      2.25% SENIOR CONVERTIBLE CONTINGENT DEBT SECURITIES (CODES) DUE 2021

                               PURCHASE AGREEMENT
                               ------------------



                                                                 October 4, 2001
LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
ABN AMRO ROTHSCHILD LLC
UBS WARBURG LLC

c/o Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey 07302

Ladies and Gentlemen:

          Apogent Technologies Inc., a Wisconsin corporation (the "COMPANY"),
proposes, subject to the terms and conditions stated herein, to issue and sell
$250,000,000 aggregate principal amount of its 2.25% Senior Convertible
Contingent Debt Securities (the "CODES") due 2021, with the several guarantees
(the "GUARANTEES" and together with the CODES, the "FIRM SECURITIES") of certain
of the Company's subsidiaries parties hereto (the "GUARANTORS") to Lehman
Brothers Inc., Credit Suisse First Boston Corporation, Banc of America
Securities LLC, ABN AMRO Rothschild LLC and UBS Warburg LLC (collectively, the
"INITIAL PURCHASERS").  In addition, the Company proposes to grant to the
Initial Purchasers an option (the "OPTION") to purchase up to an additional
$50,000,000 aggregate principal amount of its 2.25% Senior Convertible
Contingent Debt Securities due 2021 guaranteed by the Guarantors (the "OPTION
SECURITIES" and, together with the Firm Securities, the "SECURITIES").  This is
to confirm the agreement between the Company, the Guarantors and the Initial
Purchasers concerning the offer, issue and sale of the Securities.

          The Securities will be issued pursuant to an indenture (the
"INDENTURE") to be dated as of the First Delivery Date (as defined in Section
2(a)), among the Company, the Guarantors and The Bank of New York, as Trustee
(the "TRUSTEE").  The CODES will be convertible into duly and validly
authorized, fully paid and nonassessable shares of common stock, par value $0.01
per share (the "COMMON STOCK"), of the Company (such shares, the "CONVERSION
SHARES") on the terms, and subject to the conditions, set forth in the
Indenture.
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          The Securities will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission (the
"COMMISSION") thereunder (collectively, the "SECURITIES ACT"), in reliance upon
an exemption therefrom.

          Holders of the Securities (including the Initial Purchasers and their
direct and indirect transferees) will be entitled to the benefits of a Resale
Registration Rights Agreement, dated as of the First Delivery Date, among the
Company, the Guarantors and the Initial Purchasers (the "REGISTRATION RIGHTS
AGREEMENT"), pursuant to which the Company and the Guarantors will agree to file
with the Commission one or more shelf registration statements pursuant to Rule
415 under the Securities Act (each, a "REGISTRATION STATEMENT") covering the
resale of the Securities and the Conversion Shares, and to use their best
efforts to cause each Registration Statement to be declared effective, in each
case within the time periods specified therein.

          This Agreement, the Indenture and the Registration Rights Agreement
are referred to herein collectively as the "TRANSACTION DOCUMENTS".

          1.  Representations, Warranties and Agreements of the Company and the
Guarantors.  Each of the Company and the Guarantors jointly and severally
represents, warrants to and agrees with, the Initial Purchasers that:

          (a)  The Company and the Guarantors have prepared a preliminary
     offering memorandum dated October 3, 2001 (the "PRELIMINARY OFFERING
     MEMORANDUM") and will prepare an offering memorandum dated the date hereof
     (the "OFFERING MEMORANDUM") setting forth information concerning the
     Company, the Guarantors, the Securities, the Common Stock and the
     Registration Rights Agreement, in each case, in form and substance
     satisfactory to you. Copies of the Preliminary Offering Memorandum have
     been, and copies of the Offering Memorandum will be, delivered by the
     Company to the Initial Purchasers pursuant to the terms of this Agreement.
     As used in this Agreement, "PRELIMINARY OFFERING MEMORANDUM" or "OFFERING
     MEMORANDUM" means the Preliminary Memorandum or Offering Memorandum, as the
     case may be, including the Incorporated Documents (as described below) as
     amended or supplemented. Each of the Preliminary Offering Memorandum and
     the Offering Memorandum, will not as of its respective date, and the
     Offering Memorandum will not as of any Delivery Date (as defined in Section
     2(b)), contain any untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided that, the Company and the Guarantors make no representation or
     warranty as to information contained in or omitted from the Preliminary
     Offering Memorandum or the Offering Memorandum in reliance upon and in
     conformity with the written information furnished to the Company by or on
     the behalf of the Initial Purchasers specifically for inclusion therein.

          (b)  The documents deemed incorporated by reference in the Offering
     Memorandum which are listed under the heading "Incorporation of Certain
     Documents by Reference" in the Offering Memorandum (the "INCORPORATED
     DOCUMENTS"), when they became effective or were filed with the Commission,
     as the case may be, conformed in all

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     material respects to the requirements of the Securities Exchange Act of
     1934, as amended, and the rules and regulations thereunder (collectively,
     the "EXCHANGE ACT"), and none of such documents contained any untrue
     statement of a material fact or omitted to state any material fact required
     to be stated therein or necessary to make the statements therein not
     misleading; and any further documents so filed and incorporated by
     reference in the Offering Memorandum, when such documents are filed with
     Commission will conform in all material respects to the requirements of the
     Exchange Act and will not contain any untrue statement of a material fact
     or omit to state any material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances in
     which they were made, not misleading.

          (c) Assuming the accuracy of the representations and warranties of the
     Initial Purchasers contained in Section 6 and their compliance with the
     agreements set forth therein, it is not necessary, in connection with the
     issuance and sale of the Securities to the Initial Purchasers, the offer,
     resale and delivery of the Securities by the Initial Purchasers and the
     conversion of the Securities into Conversion Shares, in each case in the
     manner contemplated by this Agreement, the Indenture, the Registration
     Rights Agreement and the Offering Memorandum, to register the Securities or
     the Conversion Shares under the Securities Act or to qualify the Indenture
     under the Trust Indenture Act of 1939, as amended, and the rules and
     regulations of the Commission thereunder (collectively, the "TRUST
     INDENTURE ACT").

          (d) There is no relationship, direct or indirect, between or among the
     Company and the Guarantors, on the one hand, and the directors, executive
     officers, shareholders, customers or suppliers of the Company or the
     Guarantors, on the other hand, as required to be described under Item 404
     of Regulation S-K under the Securities Act.

          (e) KPMG LLP (the "ACCOUNTANTS") are independent public accountants
     with respect to the Company and its subsidiaries as required by the
     Securities Act.

          (f) Neither the Company nor any of its subsidiaries has sustained,
     since the date of the latest audited financial statements included in the
     Offering Memorandum, any material loss or interference with its business
     from fire, explosion, flood or other calamity, whether or not covered by
     insurance, or from any labor dispute or court or governmental action, order
     or decree (a "MATERIAL LOSS"), otherwise than as set forth or contemplated
     in the Offering Memorandum; and, since such date, there has not been any
     change in the capital stock, short-term debt or long-term debt of the
     Company or any of its subsidiaries or any material adverse change, or any
     development involving a prospective material adverse change, in or
     affecting the general affairs, management, consolidated financial position,
     stockholders' equity, results of operations, business or prospects of the
     Company and its subsidiaries, otherwise than as set forth or contemplated
     in the Offering Memorandum.

          (g) The consolidated financial statements included in the Preliminary
     Offering Memorandum and Offering Memorandum (and any amendment or
     supplement thereto), together with related schedules and notes, present
     fairly the consolidated financial position, results of operations and
     changes in financial position of the Company and its subsidiaries on the
     basis stated therein at the respective dates or for the respective periods
     to which they apply; such statements and related schedules and notes have
     been prepared in accordance

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     with generally accepted accounting principles consistently applied
     throughout the periods involved; the supporting schedules, if any, included
     in the Preliminary Offering Memorandum or the Offering Memorandum present
     fairly in accordance with generally accepted accounting principles the
     information required to be stated therein; and the other financial and
     statistical information and data set forth in the Preliminary Offering
     Memorandum and Offering Memorandum (and any amendment or supplement
     thereto) are, in all material respects, accurately presented and prepared
     on a basis consistent with such financial statements and the books and
     records of the Company.

          (h) Each of the Company and its subsidiaries which is a Guarantor or a
     "significant subsidiary" within the meaning of Regulation S-X under the
     Securities Act, have been duly incorporated, are validly existing as
     corporations in good standing under the laws of their respective
     jurisdiction of incorporation and have the corporate power and authority to
     carry on their respective businesses as described in the Offering
     Memorandum and to own, lease and operate their respective properties, and
     each is duly qualified and is in good standing as a foreign corporation
     authorized to do business in each jurisdiction in which the nature of its
     business or its ownership or leasing of property requires such
     qualification, except where the failure to be so qualified would not have a
     material adverse effect on the business, prospects, financial condition or
     results of operations of the Company and its subsidiaries taken as a whole
     (a "MATERIAL ADVERSE EFFECT").

          (i) The Company has an authorized capitalization as set forth in the
     Offering Memorandum under the heading "Capitalization"; all of the
     outstanding shares of capital stock of the Company have been duly and
     validly authorized and issued and are fully paid and non-assessable; and
     the capital stock of the Company conforms in all material respects to the
     description thereof contained in the Offering Memorandum.

          (j) All of the outstanding shares of capital stock of each of the
     Company's subsidiaries have been duly authorized and validly issued and are
     fully paid and non-assessable, and are owned by the Company, directly or
     indirectly through one or more subsidiaries, free and clear of any security
     interest, liens, encumbrances, equities, claims or adverse interests of any
     nature (each, a "LIEN"), provided that the Company owns an indirect 49%
     interest in its joint venture with Kimble Glass, Inc. and owns a 58%
     interest in Erie-Watala Glass Company Limited, its joint venture in Hong
     Kong.

          (k) Each of the Company and the Guarantors has all necessary corporate
     power and authority to execute and deliver this Agreement and perform its
     obligations hereunder; this Agreement and the transactions contemplated
     hereby have been duly authorized by the Company and the Guarantors; when
     the Agreement is duly executed and delivered by the Company and the
     Guarantors, assuming due authorization, execution and delivery by the
     Initial Purchasers, it will be a legally valid and binding agreement of the
     Company and the Guarantors.

          (l) Each of the Company and the Guarantors has all necessary corporate
     power and authority to execute and deliver the Indenture and perform its
     obligations thereunder; the Indenture has been duly authorized by the
     Company and the Guarantors and, upon the effectiveness of the initial
     Registration Statement, will be qualified under the Trust

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     Indenture Act; when the Indenture is duly executed and delivered by the
     Company and the Guarantors and, assuming due authorization, execution and
     delivery of the Indenture by the Trustee, will constitute a legally valid
     and binding agreement of the Company and the Guarantors enforceable against
     the Company and the Guarantors, in accordance with its terms, except as the
     enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium and other similar laws relating to or
     affecting creditors' rights generally, subject to general principles of
     equity and to limitations on availability of equitable relief, including
     specific performance (whether considered in a proceeding in equity or at
     law); and the Indenture conforms in all material respects to the
     description thereof contained in the Offering Memorandum.

          (m) The Company has all necessary corporate power and authority to
     execute, issue and deliver the CODES and perform its obligations
     thereunder; the CODES have been duly authorized by the Company and when the
     CODES are executed, authenticated and issued in accordance with the terms
     of the Indenture and delivered to and paid for by the Initial Purchasers
     pursuant to this Agreement on the applicable Delivery Date, assuming due
     authentication of the CODES by the Trustee, such CODES will constitute
     legally valid and binding obligations of the Company, entitled to the
     benefits of the Indenture and enforceable against the Company in accordance
     with their terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
     other similar laws relating to or affecting creditors' rights generally,
     subject to general principles of equity and to limitations on availability
     of equitable relief, including specific performance (whether considered in
     a proceeding in equity or at law); and the CODES will, when issued, conform
     in all material respects to the description thereof contained in the
     Offering Memorandum.

          (n) Each of the guarantors that guarantee the Company's bank credit
     facility is a Guarantor of the Securities. Each of the Guarantors has all
     necessary corporate power and authority to execute, issue and deliver the
     Guarantees and perform its obligations thereunder; the Guarantees have been
     duly authorized by each of the Guarantors and when the Guarantees are duly
     endorsed on the CODES in accordance with the terms of the Indenture and
     delivered to and paid for by the Initial Purchasers pursuant to this
     Agreement on the applicable Delivery Date, assuming due authentication of
     the CODES by the Trustee, such Guarantees will constitute legally valid and
     binding obligations of each of the Guarantors, entitled to the benefits of
     the Indenture and enforceable against each of the Guarantors in accordance
     with their terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
     other similar laws relating to or affecting creditors' rights generally,
     subject to general principles of equity and to limitations on availability
     of equitable relief, including specific performance (whether considered in
     a proceeding in equity or at law).

          (o) The Conversion Shares have been duly and validly authorized and
     reserved for issuance upon conversion of the Securities and are free of
     preemptive rights; and all Conversion Shares, when so issued and delivered
     upon such conversion in accordance with the terms of the Indenture, will be
     duly and validly authorized and issued, fully paid and nonassessable and
     free and clear of any Liens and will conform, when issued, in all material
     respects to the descriptions thereof in the Offering Memorandum.

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          (p) Each of the Company and the Guarantors has all necessary corporate
     power and authority to execute and deliver the Registration Rights
     Agreement and perform its obligations thereunder; the Registration Rights
     Agreement and the transactions contemplated thereby have been duly
     authorized by the Company and the Guarantors and, when the Registration
     Rights Agreement is duly executed and delivered by the Company and the
     Guarantors, assuming due authorization, execution and delivery by the
     Initial Purchasers, it will be a legally valid and binding agreement of the
     Company and the Guarantors enforceable against the Company and the
     Guarantors, in accordance with its terms, except as the enforceability
     thereof may be limited by bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and other similar laws relating to or affecting
     creditors' rights generally, subject to general principles of equity and to
     limitations on availability of equitable relief, including specific
     performance (whether considered in a proceeding in equity or at law), and
     except with respect to the rights of indemnification and contribution
     thereunder, where enforcement thereof may be limited by federal or state
     securities laws or the policies underlying such laws; and the Registration
     Rights Agreement will conform, when executed and delivered, in all material
     respects to the description thereof contained in the Offering Memorandum.

          (q) Neither the Company nor any of its subsidiaries is (i) in
     violation of its charter or by-laws (or other comparable organizational
     documents), (ii) in default in any material respect, and no event has
     occurred which, with notice or lapse of time or both, would constitute such
     a default, in the due performance or observance of any term, covenant or
     condition contained in any indenture, mortgage, deed of trust, loan
     agreement or other agreement or instrument to which it is a party or by
     which it is bound or to which any of its property or assets is subject or
     (iii) in violation of any law, ordinance, governmental rule, regulation or
     court decree to which it or its property or assets may be subject, except
     in the case of (ii) and (iii) for such defaults or violations which would
     not, either individually or in the aggregate, have a Material Adverse
     Effect.

          (r) There has been no storage, generation, transportation, handling,
     treatment, disposal, discharge, emission or other release of any kind of
     toxic or other wastes or other hazardous substances by, due to or caused by
     the Company or any of its subsidiaries (or, to the best knowledge of the
     Company or the Guarantors, any other entity (including any predecessor) for
     whose acts or omissions the Company or any of its subsidiaries is or could
     reasonably be expected to be liable) upon any of the property now or
     previously owned or leased by the Company or any of its subsidiaries, or
     upon any other property, in violation of any statute or any ordinance,
     rule, regulation, order, judgment, decree or permit or which would, under
     any statute or any ordinance, rule (including rule of common law),
     regulation, order, judgment, decree or permit, give rise to any liability,
     except for any violation or liability that could not reasonably be expected
     to have, singularly or in the aggregate with all such violations and
     liabilities, a Material Adverse Effect; and there has been no disposal,
     discharge, emission or other release of any kind onto such property or into
     the environment surrounding such property of any toxic or other wastes or
     other hazardous substances with respect to which the Company or any of its
     subsidiaries has any knowledge, except for any such disposal, discharge,
     emission or other release of any kind which could not reasonably be
     expected to have, singularly or in the aggregate with all such discharges
     and other releases, a Material Adverse Effect.

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          (s) The Company and each of its subsidiaries owns or possesses
     adequate rights to use all material patents, patent applications,
     trademarks, service marks, trade names, trademark registrations, service
     mark registrations, copyrights, licenses and know-how (including trade
     secrets and other unpatented and/or unpatentable proprietary or
     confidential information, systems or procedures) necessary for the conduct
     of their respective businesses; and the conduct of their respective
     businesses will not conflict in any material respect with, and the Company
     and its subsidiaries have not received any notice of any claim of conflict
     with any such rights of others which could have a Material Adverse Effect.

          (t) The Company and its subsidiaries have good and marketable title in
     fee simple to all real property and good and marketable title to all
     personal property owned by them which is material to the business of the
     Company and its subsidiaries, in each case free and clear of all liens,
     encumbrances and defects except as do not materially affect the value of
     such property and do not interfere with the use made and proposed to be
     made of such property by the Company and its subsidiaries; and any real
     property and buildings held under lease by the Company and its subsidiaries
     are held by them under valid, subsisting and enforceable leases with such
     exceptions as are not material and do not interfere with the use made and
     proposed to be made of such property and buildings by the Company and its
     subsidiaries.

          (u) The Company and each of its subsidiaries have filed all federal,
     state, local and foreign income and franchise tax returns required to be
     filed through the date hereof and have paid all taxes due thereon, and no
     tax deficiency has been determined adversely to the Company or any of its
     subsidiaries which has had (nor does the Company or any of its subsidiaries
     have any knowledge of any tax deficiency which, if determined adversely to
     the Company or any of its subsidiaries, could reasonably be expected to
     have) a Material Adverse Effect.

          (v) The execution, delivery and performance of the Transaction
     Documents by the Company and the Guarantors, the issuance of the
     Securities, the compliance by the Company and the Guarantors with all the
     provisions hereof and thereof and the consummation of the transactions
     contemplated hereby and thereby will not (i) conflict with or constitute a
     breach of any of the terms or provisions of, or a default under, the
     charter or by-laws of the Company or any of its subsidiaries or any
     indenture, loan agreement, mortgage, lease or other material agreement or
     instrument to which the Company or any of its subsidiaries is a party or by
     which the Company or any of its subsidiaries or their respective properties
     is bound or to which any of the property or assets of the Company or any of
     its subsidiaries is subject, (ii) violate or conflict with any applicable
     law or any rule, regulation, judgment, order or decree of any court or any
     governmental body or agency having jurisdiction over the Company, any of
     its subsidiaries or their respective property, (iii) result in the
     imposition or creation of (or the obligation to create or impose) a Lien
     under any agreement or instrument to which the Company or any of its
     subsidiaries is a party or by which the Company or any of its subsidiaries
     or their respective properties or assets is bound or (iv) result in the
     suspension, termination or revocation of any Authorization (as defined
     below) of the Company or any of its subsidiaries or any other impairment of
     the rights of the holder of any such Authorization.

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          (w) There are no legal or governmental proceedings pending to which
     the Company or any of its subsidiaries is a party or of which any property
     or assets of the Company or any of its subsidiaries is the subject which,
     singularly or in the aggregate, if determined adversely to the Company or
     any of its subsidiaries, could reasonably be expected to have a Material
     Adverse Effect, and to the best knowledge of the Company or the Guarantors,
     no such proceedings are threatened or contemplated by governmental
     authorities or threatened by others.

          (x) No material labor disturbance by or dispute with the employees of
     the Company or any of its subsidiaries exists or, to the best knowledge of
     the Company is contemplated or threatened.

          (y) The Company is not, and upon application of the net proceeds from
     the sale of the Securities as set forth in the Offering Memorandum, will
     not be, an "investment company" within the meaning of such term under the
     Investment Company Act of 1940, as amended, and the rules and regulations
     of the Commission thereunder (collectively, the "INVESTMENT COMPANY ACT").

          (z) The Company is in compliance in all material respects with all
     presently applicable provisions of the Employee Retirement Income Security
     Act of 1974, as amended, and the regulations and published interpretations
     thereunder (collectively, "ERISA"); no "reportable event" (as defined in
     ERISA) has occurred with respect to any "pension plan" (as defined in
     ERISA) for which the Company would have any liability; the Company has not
     incurred and does not expect to incur liability under (i) Title IV of ERISA
     with respect to termination of, or withdrawal from, any "pension plan" or
     (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended,
     including the regulations and published interpretations thereunder
     (collectively, the "INTERNAL REVENUE CODE"); and each "pension plan" for
     which the Company would have any liability that is intended to be qualified
     under Section 401(a) of the Internal Revenue Code is so qualified in all
     material respects and nothing has occurred, whether by action or by failure
     to act, which would cause the loss of such qualification.

          (aa) Except (i) with respect to the transactions contemplated by the
     Registration Rights Agreement, as may be required under the Securities Act
     and the Trust Indenture Act and (ii) as required by the state securities or
     "blue sky" laws, no consent, approval, authorization or order of, or filing
     or registration with, any court or governmental agency or body is required
     for the execution, delivery and performance of the Transaction Documents by
     the Company, the consummation of the transactions contemplated hereby and
     thereby and the issuance of the Securities.

          (bb) There are no contracts, agreements or understandings between the
     Company and any person granting such person the right to require the
     Company to file a registration statement under the Securities Act with
     respect to any securities of the Company owned or to be owned by such
     person or to require the Company to include such securities in the
     securities registered pursuant to the Registration Rights Agreement or in
     any securities being registered pursuant to any other registration
     statement filed by the Company under the Securities Act.

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          (cc) Except as disclosed in, or contemplated by, the Offering
     Memorandum, (i) there are no outstanding securities convertible into or
     exchangeable for, or warrants, options or rights issued by the Company
     (other than options and other rights issued to employees and directors of
     the Company pursuant to plans described in the Offering Memorandum) to
     purchase, any shares of the capital stock of the Company, (ii) there are no
     statutory, contractual, preemptive or other rights to subscribe for or to
     purchase any Common Stock and (iii) there are no restrictions upon transfer
     of the Common Stock pursuant to the Company's articles of incorporation or
     bylaws.

          (dd) No securities of the same class (within the meaning of Rule
     144A(d)(3) under the Securities Act) as the Securities are listed on any
     national securities exchange registered under Section 6 of the Exchange Act
     or quoted on an automated inter-dealer quotation system.

          (ee) None of the Company or any of its Affiliates (as defined in Rule
     501(b) of Regulation D), has, directly or through an agent, engaged in any
     form of general solicitation or general advertising in connection with the
     offering of the Securities or the Conversion Shares (as those terms are
     used in Regulation D) under the Securities Act or in any manner involving a
     public offering within the meaning of Section 4(2) of the Securities Act;
     and the Company has not entered into any contractual arrangement with
     respect to the distribution of the Securities or the Conversion Shares
     except for this Agreement and the Registration Rights Agreement, and the
     Company will not enter into any such arrangement.

          (ff) None of the Company or any of its Affiliates (other than the
     Initial Purchasers in connection with the transactions contemplated by this
     Agreement about which no representation is made by the Company) has,
     directly or through any agent, sold, offered for sale, solicited offers to
     buy or otherwise negotiated in respect of, any "security" (as defined in
     the Securities Act) which is or will be integrated with the sale of the
     Securities or the Conversion Shares in a manner that would require the
     registration under the Securities Act of the Securities or the Conversion
     Shares.

          (gg) Except as disclosed in the Offering Memorandum, the Company has
     not sold or issued any shares of Common Stock, any security convertible
     into shares of Common Stock, or any security of the same class as the
     Securities during the six-month period preceding the date of the Offering
     Memorandum, including any sales pursuant to Rule 144A under, or Regulations
     D of the Securities Act ("REGULATION D") or Regulation S of the Securities
     Act ("REGULATION S"), other than shares issued pursuant to employee benefit
     plans, qualified stock options plans or other employee compensation plans
     or pursuant to outstanding options, rights or warrants.

          (hh) Neither the Company, nor to its knowledge, any of its Affiliates,
     has taken, directly or indirectly, any action designed to cause or result
     in, or which has constituted or which might reasonably be expected to
     constitute, the stabilization or manipulation of the price of the
     Securities or Conversion Shares to facilitate the sale or resale of such
     Securities.

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          (ii) No event has occurred nor has any circumstance arisen which, had
     the Securities been issued on such Delivery Date, would constitute a
     default or an Event of Default under the Indenture as summarized in the
     Offering Memorandum.

          (jj) Each certificate signed by any officer of the Company and the
     Guarantors and delivered to the Initial Purchasers or counsel for the
     Initial Purchasers shall be deemed to be a representation and warranty by
     the Company and the Guarantors to the Initial Purchasers as to the matters
     covered thereby.

          2.  Purchase, Sale and Delivery of Securities.

          (a) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
each Initial Purchaser, and each Initial Purchaser agrees, severally and not
jointly, to purchase from the Company, at a purchase price of 97.5% of the
principal amount thereof (the "purchase price") of the Firm Securities set forth
opposite such Initial Purchaser's name in Schedule I hereto.

          Delivery of and payment for the Firm Securities shall be made at the
office of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York
10017, at 10:00 a.m. (New York City time) on October 10, 2001, or such later
date as the Initial Purchasers shall designate, which date and time may be
postponed by agreement between the Initial Purchasers and the Company (such date
and time of delivery and payment for the Firm Securities being herein called the
"FIRST DELIVERY DATE").  Delivery of the Firm Securities shall be made to the
Initial Purchasers against payment of the purchase price by the Initial
Purchasers.  Payment for the Firm Securities shall be made against delivery to
the Initial Purchasers of the Firm Securities as described below and effected
either by wire transfer of immediately available funds to an account with a bank
in The City of New York, the account number and the ABA number for such bank to
be provided by the Company to the Initial Purchasers at least two business days
in advance of the First Delivery Date, or by such other manner of payment as may
be agreed by the Company and the Initial Purchasers.

          (b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants the
Option to the Initial Purchasers to purchase, severally and not jointly, the
Option Securities at the same purchase price as the Initial Purchasers shall pay
for the Firm Securities and the principal amount of the Option Securities to be
sold to each Initial Purchaser shall be that principal amount which bears the
same ratio to the aggregate principal amount of Option Securities being
purchased as the principal amount of Firm Securities set forth opposite the name
of the Initial Purchaser in Schedule I hereto (or such number increased as set
forth in Section 8). The Option may be exercised in whole or in part at any time
and from time to time and the Company shall deliver such Option Securities not
more than 13 days subsequent to the First Delivery Date upon notice in writing
or by facsimile by Lehman Brothers Inc., on behalf of itself and the other
Initial Purchasers, to the Company setting forth the amount (which shall be an
integral multiple of $1,000 principal amount) of Option Securities as to which
such Option is being exercised.

          The date for the delivery of and payment for the Option Securities,
being herein referred to as an "OPTION DELIVERY DATE", which may be the First
Delivery Date (the First
                                       10
<PAGE>

Delivery Date and the Option Delivery Date, if any, being referred to as a
"DELIVERY DATE"), shall be determined by the Initial Purchasers but shall not be
later than five full business days after written notice of election to purchase
Option Securities is given. Delivery of the Option Securities shall be made to
the Initial Purchasers against payment of the purchase price by the Initial
Purchasers. Payment for the Option Securities shall be made against delivery to
the Initial Purchasers of the Option Securities as described below and effected
either by wire transfer of immediately available funds to an account with a bank
in The City of New York, the account number and the ABA number for such bank to
be provided by the Company to Lehman Brothers Inc. at least two business days in
advance of the Option Delivery Date, or by such other manner of payment as may
be agreed by the Company and the Initial Purchasers.

          (c) The Company will deliver against payment of the purchase price the
     Securities initially sold to qualified institutional buyers ("QIBS"), as
     defined in Rule 144A under the Securities Act ("RULE 144A"), in the form of
     one or more permanent global certificates (the "GLOBAL SECURITIES"),
     registered in the name of Cede & Co., as nominee for The Depository Trust
     Company ("DTC").  Beneficial interests in the Securities initially sold to
     QIBs will be shown on, and transfers thereof will be effected only through,
     records maintained in book-entry form by DTC and its participants.

           The Global Securities will be made available, at the request of any
  Initial Purchaser, for checking at least 24 hours prior to such Delivery Date.
  The Certificated Securities will be made available, at the request of the
  Initial Purchasers, for checking at least 48 hours prior to such Delivery
  Date.

          (d) Time shall be of the essence, and delivery at the time and place
     specified pursuant to this Agreement is a further condition of the
     obligations of the Initial Purchasers hereunder.

          3. Further Agreements of the Company and the Guarantors. The Company
and the Guarantors further agree:

          (a) To advise the Initial Purchasers promptly of any proposal to amend
     or supplement the Offering Memorandum and not to effect any such amendment
     or supplement without the consent of the Initial Purchasers. If, at any
     time prior to completion of the resale of the Securities by the Initial
     Purchasers, any event shall occur or condition exist as a result of which
     it is necessary to amend or supplement the Offering Memorandum in order
     that the Offering Memorandum will not include an untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances existing at the
     time it is delivered to a purchaser, not misleading, to promptly notify the
     Initial Purchasers and prepare, subject to the first sentence of this
     Section 3(a), such amendment or supplement as may be necessary to correct
     such untrue statement or omission.

          (b) To furnish to the Initial Purchasers and to Simpson Thacher &
     Bartlett, counsel to the Initial Purchasers, copies of the Preliminary
     Offering Memorandum and the Offering Memorandum (and all amendments and
     supplements thereto), in each case, as soon as available and in such
     quantities as the Initial Purchasers reasonably request for internal use

                                       11
<PAGE>

     and for distribution to prospective purchasers; and to furnish to the
     Initial Purchasers on the date hereof four copies of the Offering
     Memorandum signed by duly authorized officers of the Company, one of which
     will include the independent auditors' reports therein manually signed by
     such independent auditors. The Company will pay the expenses of printing
     and distributing to the Initial Purchasers all such documents.

          (c) Promptly from time to time to take such action as the Initial
     Purchasers may reasonably request from time to time, to qualify the
     Securities for offering and sale under the securities laws of such
     jurisdictions as the Initial Purchasers may request and to comply with such
     laws so as to permit the continuance of sales and dealings therein in such
     jurisdictions in the United States for as long as may be necessary to
     complete the resale of the Securities; provided that in connection
     therewith, the Company shall not be required to qualify as a foreign
     corporation or otherwise subject itself to taxation in any jurisdiction in
     which it is not otherwise so qualified or subject.

          (d) For a period of two years following the First Delivery Date, to
     furnish to the Initial Purchasers upon request copies of all materials
     furnished by the Company to its stockholders and all public reports and all
     reports and financial statements furnished by the Company to the principal
     national securities exchange upon which the Common Stock may be listed
     pursuant to requirements of or agreements with such exchange or to the
     Commission pursuant to the Exchange Act; provided, however, that the
     Company shall not be required to provide the Initial Purchasers with any
     such reports or similar forms that have been filed with the Commission by
     electronic transmission pursuant to EDGAR.

          (e) To apply the proceeds from the sale of the Securities as set forth
     under "Use of Proceeds" in the Offering Memorandum.

          (f) For a period of 90 days from the date hereof, not to directly or
     indirectly, (1) announce an offering of any debt securities of the Company
     (other than the offering contemplated by this Agreement) or directly or
     indirectly, offer for sale, sell, pledge or otherwise dispose of (or enter
     into any transaction or device which is designed to, or could be expected
     to, result in the disposition or purchase by any person at any time in the
     future of), any debt securities of the Company (other than the Securities),
     any shares of Common Stock or any securities convertible into or
     exchangeable for Common Stock or substantially similar securities (other
     than the Securities, the Conversion Shares and Common Stock to be issued in
     the ordinary course (A) under the Company's existing director or employee
     benefit plans, qualified stock option plans or other employee compensation
     plans existing on the date hereof, (B) pursuant to currently outstanding
     options, warrants or rights or (C) under any employee stock purchase plan,
     director or employee stock option plan or other employee benefit plan
     adopted by the Company after the date hereof, provided that (x) no such
     plan becomes effective earlier than January 2002 and (y) no shares of
     Common Stock are actually issued pursuant to such plans or pursuant to
     options issued under such plans during such 90-day period) or sell or grant
     options, warrants or rights with respect to any shares of Common Stock or
     securities convertible into or exchangeable for (other than the grant of
     options, warrants or rights pursuant to option plans existing on the date
     hereof or otherwise permitted as provided above) or (2) enter into any swap
     or other derivatives transaction that transfers to another, in whole or in
     part, any of the economic benefits or risks of ownership of such

                                       12
<PAGE>

     shares of Common Stock, whether any such transaction described in clause
     (1) or (2) above is to be settled by delivery of Common Stock or other
     securities, in cash or otherwise, in each case without the prior written
     consent of Lehman Brothers Inc.; and to cause each executive officer and
     director of the Company to furnish to the Initial Purchasers, on or prior
     to the First Delivery Date, a letter substantially in the form of Annex A
     hereto, pursuant to which each such person shall agree not to, directly or
     indirectly, offer for sale, sell or otherwise dispose of (or enter into any
     transaction or device which is designed to, or could be expected to, result
     in the disposition or purchase by any person at any time in the future of),
     any shares of Common Stock beneficially owned, deemed to be beneficially
     owned, or in the future acquired by each such person for a period of 90
     days from the date hereof, except as otherwise provided in the letter,
     without the prior written consent of Lehman Brothers.

          (g) For so long as any of the Securities are "restricted securities"
     within the meaning of Rule 144(a)(3) under the Securities Act, to provide
     to any holder of the Securities or to any prospective purchaser of the
     Securities designated by any holder, upon request of such holder or
     prospective purchaser, information required to be provided by Rule
     144A(d)(4) of the Securities Act if, at the time of such request, the
     Company is not subject to the reporting requirements under Section 13 or
     15(d) of the Exchange Act.

          (h) To ensure that each of the Securities and the Conversion Shares
     will bear, to the extent applicable, the legend contained in the Offering
     Memorandum under the caption "Notice to Investors" for the time period and
     upon the other terms stated therein, except after the Securities are resold
     pursuant to a registration statement effective under the Securities Act.

          (i) Except following the effectiveness of any Registration Statement,
     not to, and will cause its respective Affiliates not to, solicit any offer
     to buy or offer to sell the Securities by means of any form of general
     solicitation or general advertising (as those terms are used in Regulation
     D under the Securities Act) or in any manner involving a public offering
     within the meaning of Section 4(2) of the Securities Act.

          (j) Not to, and will cause its respective Affiliates not to, sell,
     offer for sale or solicit offers to buy or otherwise negotiate in respect
     of any "security" (as defined in the Securities Act) in a transaction that
     could be integrated with the sale of the Securities in a manner that would
     require the registration under the Securities Act of the Securities.

          (k) To take such steps as shall be necessary to ensure that neither
     the Company nor any of its subsidiaries shall become an "investment
     company" within the meaning of such term under the Investment Company Act.

          (l) None of the Company or any of its Affiliates will take, directly
     or indirectly, any action which is designed to stabilize or manipulate, or
     which constitutes or which might reasonably be expected to cause or result
     in stabilization or manipulation, of the price of any security of the
     Company in connection with the offering of the Securities.

          (m) To execute and deliver the Indenture and the Registration Rights
     Agreement in form and substance satisfactory to Lehman Brothers Inc.

                                       13
<PAGE>

          (n) To use its best efforts to cause the Securities to be accepted for
     clearance and settlement through the facilities of DTC.

          (o) To use its best efforts to assist the Initial Purchasers in
     arranging to cause the Securities to be accepted to trade in the PORTAL
     market ("PORTAL") of the National Association of Securities Dealers, Inc.
     ("NASD").

          (p) To use its best efforts to have the Conversion Shares approved by
     the New York Stock Exchange ("NYSE") for listing prior to the effectiveness
     of the initial Registration Statement.

          4. Expenses. The Company and the Guarantors agree to pay the following
expenses, whether or not the transactions contemplated by this Agreement are
consummated or this Agreement is terminated (other than pursuant to Section 9):

          (a) the costs incident to the authorization, issuance, sale and
     delivery of the Securities and any taxes payable in that connection;

          (b) the costs incident to the preparation, printing and distribution
     of the Preliminary Offering Memorandum, the Offering Memorandum and any
     amendment or supplement to the Offering Memorandum, all as provided in this
     Agreement;

          (c) the costs of producing and distributing the Transaction Documents;

          (d) the fees and expenses of counsel to the Company and the
     Accountants;

          (e) the fees and expenses of qualifying the Securities and the
     Conversion Shares under the securities laws of the several jurisdictions as
     provided in Section 3(c) and of preparing, printing and distributing a U.S.
     and Canadian Blue Sky memorandum (including reasonable related fees and
     expenses of counsel to the Initial Purchasers);

          (f) all costs and expenses incident to the preparation of "road show"
     presentation or comparable marketing materials and the road show travelling
     expenses of the Company used in connection with the offering of the
     Securities;

          (g) all fees and expenses incurred in connection with any rating of
     the Securities;

          (h) the costs of preparing the Securities;

          (i) all expenses and fees in connection with the application for
     inclusion of the Securities in the PORTAL market and the inclusion of the
     Conversion Shares on the NYSE;

          (j) the fees and expenses (including fees and disbursements of
     counsel) of the Trustee, and the costs and charges of any registrar,
     transfer agent, paying agent, or conversion agent under the Indenture; and

                                       14
<PAGE>

          (k) all other costs and expenses incident to the performance of the
     obligations of the Company and the Guarantors under this Agreement;
     provided that, except as provided in this Section 4 and in Section 7, the
     Initial Purchasers shall pay their own costs and expenses, including the
     costs and expenses of their counsel and any transfer taxes on the
     Securities which it may sell.

          5. Conditions of the Initial Purchasers' Obligations. The several
obligations of the Initial Purchasers hereunder are subject to the accuracy,
when made and on each Delivery Date, of the representations and warranties of
the Company and the Guarantors contained herein, to the performance by the
Company and the Guarantors of their respective obligations hereunder, and to
each of the following additional terms and conditions:

          (a) No Initial Purchaser shall have discovered and disclosed to the
     Company prior to or on such Delivery Date that the Offering Memorandum or
     any amendment or supplement thereto contains any untrue statement of a fact
     which, in the opinion of Simpson Thacher & Bartlett, counsel to the Initial
     Purchasers, is material or omits to state any fact which is material and
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading.

          (b) All corporate proceedings and other legal matters incident to the
     authorization, form and validity of the Transaction Documents, the
     Securities, the Conversion Shares and the Offering Memorandum or any
     amendment or supplement thereto, and all other legal matters relating to
     the Transaction Documents, the Securities, the Conversion Shares and the
     transactions contemplated thereby shall be satisfactory in all material
     respects to counsel to the Initial Purchasers; and the Company shall have
     furnished to such counsel all documents and information that they may
     reasonably request to enable them to pass upon such matters.

          (c) Quarles & Brady LLP shall have furnished to the Initial Purchasers
     their written opinion, as counsel to the Company and the Guarantors,
     addressed to the Initial Purchasers and dated such Delivery Date, in form
     and substance satisfactory to the Initial Purchasers, to the effect that:

              (i) Each of the Company and the Guarantors has been duly organized
         and is validly existing as a corporation in good standing under the
         laws of their respective jurisdictions of incorporation, and is duly
         qualified to do business and is in good standing (or equivalent status)
         as a foreign corporation in each jurisdiction in which its ownership or
         lease of property or the conduct of its business requires such
         qualification, except where the failure to be so qualified would not
         have a Material Adverse Effect, and has all corporate power and
         authority necessary to own or hold its properties and conduct the
         business in which it is engaged;

             (ii) The Company has an authorized capitalization as set forth in
         the Offering Memorandum, and all of the issued shares of capital stock
         of the Company have been duly and validly authorized and conform to the
         description thereof contained in the Offering Memorandum in the section
         entitled "Description of Capital Stock";

                                       15
<PAGE>

             (iii) The Conversion Shares that are authorized on the date hereof
         have been duly authorized and validly reserved for issuance upon
         conversion of the CODES and are free of preemptive rights; and the
         Conversion Shares, when so issued and delivered upon such conversion in
         accordance with the terms of the Indenture, will be duly and validly
         authorized and issued, fully paid and nonassessable, except as provided
         in Wisconsin Statutes Section 180.0622(2)(b) as judicially interpreted;

             (iv) The statements in the Offering Memorandum under the captions
         "Description of the CODES" and "Description of Capital Stock", insofar
         as they purport to summarize the provisions of the Indenture, the
         Registration Rights Agreement, the Securities and the Common Stock
         (including the Conversion Shares) are accurate and complete in all
         material respects to the extent required if such statements were
         contained in a registration statement on Form S-3 under the Securities
         Act;

             (v) There are no preemptive or other rights to subscribe for or to
         purchase from the Company, or any restriction upon the voting or
         transfer of, any shares of Common Stock pursuant to the Company's
         articles of incorporation or bylaws, and there are no preemptive or
         other rights to subscribe for or to purchase from the Company, or any
         restriction upon the voting or transfer of, any shares of Common Stock
         pursuant to any agreement or other instrument to which the Company is a
         party known to such counsel;

             (vi) To the knowledge of such counsel and other than as set forth
         in the Offering Memorandum, there are no legal or governmental
         proceedings pending to which the Company or any of its subsidiaries is
         a party or of which any property or assets of the Company or any of its
         subsidiaries is the subject which, if determined adversely to the
         Company or any of its subsidiaries, would reasonably be expected to
         have a Material Adverse Effect; and, to the best knowledge of such
         counsel, no such proceedings are overtly threatened or contemplated by
         governmental authorities or threatened by others;

             (vii) The execution, delivery and performance of this Agreement,
         the Indenture, the Guarantees and the Registration Rights Agreement and
         the issuance of the CODES and the Conversion Shares and the
         consummation of the transactions contemplated hereby and thereby do not
         result in any violation of the provisions of the certificates or
         articles of incorporation or bylaws of the Company or any of the
         Guarantors or any statute or any order, rule or regulation known to
         such counsel of any court or governmental agency or body having
         jurisdiction over the Company or the Guarantors or any of their
         respective properties or assets; and, except as may be required by the
         securities or "blue sky" laws of any state of the United States in
         connection with the sale of the Securities, no consent, approval,
         authorization or order of, or filing or registration with, any such
         court or governmental agency or body is required for the execution,
         delivery and performance of this Agreement and the Indenture by the
         Company and the Guarantors and the issuance of the Securities and the
         Conversion Shares and the consummation of the transactions contemplated
         hereby and thereby;

             (viii) No registration of the Securities or the Conversion Shares
         under the Securities Act, and no qualification of the Indenture or an
         indenture under the Trust

                                       16
<PAGE>

         Indenture Act, is required in connection with the offer, sale and
         delivery of the Securities or in connection with the conversion of the
         Securities into Conversion Shares, in each case, in the manner
         contemplated by the Offering Memorandum, this Agreement and the
         Indenture;

             (ix) The statements in the Offering Memorandum under the caption
         "Certain United States Federal Income Tax Considerations", insofar as
         they purport to constitute summaries of matters of United States
         federal income tax law and regulations or legal conclusions with
         respect thereto, constitute accurate summaries of the matters described
         therein in all material respects;

             (x) The Company is not an "investment company" within the meaning
         of the Investment Company Act of 1940, as amended;

             (xi) Each of the Company and the Guarantors has all necessary
         corporate right, power and authority to execute and deliver each of the
         Transaction Documents to which it is a party and to perform its
         obligations thereunder and to issue, sell and deliver the Securities
         and the Conversion Shares to the Initial Purchasers;

             (xii) This Agreement has been duly authorized, executed and
         delivered by the Company and the Guarantors;

             (xiii) The Indenture has been duly authorized, executed and
         delivered by the Company and the Guarantors and, assuming due
         authorization, execution and delivery thereof by the Trustee,
         constitutes a legally valid and binding agreement of the Company and
         the Guarantors enforceable against the Company and the Guarantors in
         accordance with its terms except as the enforceability thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights generally,
         subject to general principles of equity and to limitations on
         availability of equitable relief, including specific performance
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law);

             (xiv) The Registration Rights Agreement has been duly authorized,
         executed and delivered by the Company and the Guarantors and, assuming
         due authorization, execution and delivery thereof by the Initial
         Purchasers, constitutes a valid and legally binding agreement of the
         Company and the Guarantors enforceable against the Company and the
         Guarantors in accordance with its terms except as rights to indemnity
         contained therein may be limited by applicable law and except as the
         enforceability thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, subject to general principles of
         equity and to limitations on availability of equitable relief,
         including specific performance (regardless of whether such
         enforceability is considered in a proceeding in equity or at law);

             (xv) The CODES have been duly authorized by the Company and when
         executed, issued and authenticated in accordance with terms of the
         Indenture and delivered to and paid for by the Initial Purchasers, will
         constitute legally valid and

                                       17
<PAGE>

         binding obligations of the Company, entitled to the benefits of the
         Indenture and enforceable against the Company in accordance with their
         terms except as the enforceability thereof may be limited by
         bankruptcy, insolvency, reorganization, moratorium and other similar
         laws relating to or affecting creditors' rights generally, subject to
         general principles of equity and to limitations on availability of
         equitable relief, including specific performance (regardless of whether
         such enforceability is considered in a proceeding in equity or at law);

             (xvi) The Guarantees have been duly authorized by the Guarantors
         and when duly endorsed on the CODES in accordance with terms of the
         Indenture and delivered to and paid for by the Initial Purchasers, will
         constitute legally valid and binding obligations of the Guarantors,
         entitled to the benefits of the Indenture and enforceable against the
         Guarantors in accordance with their terms except as the enforceability
         thereof may be limited by bankruptcy, insolvency, reorganization,
         moratorium and other similar laws relating to or affecting creditors'
         rights generally, subject to general principles of equity and to
         limitations on availability of equitable relief, including specific
         performance (regardless of whether such enforceability is considered in
         a proceeding in equity or at law); and

             (xvii) The execution, delivery and performance of this Agreement,
         the Indenture, the Guarantees and the Registration Rights Agreement and
         the issuance of the Securities and the Conversion Shares and the
         consummation of the transactions contemplated hereby and thereby do not
         result in a breach or violation of any of the terms or provisions of,
         or constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement or other agreement or instrument known to such counsel
         to which the Company or any of the Guarantors is a party or by which
         the Company or the Guarantors are bound or to which any of the property
         or assets of the Company or the Guarantors are subject.

In rendering such opinion, such counsel may state that its opinion is limited to
matters governed by the federal laws of the United States of America, the laws
of the State of Wisconsin and the Wisconsin Business Corporation Law and may
state that it is relying, in respect of matters of New York law, upon Simpson
Thacher & Bartlett, and in respect of matters of fact, upon certificates of
officers of the Company, provided that such counsel shall state that it believes
that the Initial Purchasers and it are justified in relying upon such
certificates.  Such counsel shall also have furnished to the Initial Purchasers
a written statement, addressed to the Initial Purchasers and dated such Delivery
Date, in form and substance satisfactory to the Initial Purchasers, to the
effect that during the course of preparing the Offering Memorandum, such counsel
participated in conferences with officers and other representatives of the
Company, the Company's independent public accountants, the Initial Purchasers
and their counsel, at which the contents of the Offering Memorandum (including
the Incorporated Documents) were discussed, and while such counsel has not
independently verified and is not passing upon the accuracy, completeness or
fairness of the statements made in the Offering Memorandum (including the
Incorporated Documents) except as explicitly set forth above, no facts have come
to the attention of such counsel which lead it to believe that the Offering
Memorandum (including the Incorporated Documents), as of its date or as of such
Delivery Date, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary in order

                                       18
<PAGE>

to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that such counsel need express no belief as to
the financial statements, financial and statistical data and supporting
schedules contained in the Offering Memorandum (or in any Incorporated
Documents).

          (d) Simpson Thacher & Bartlett, shall have furnished to the Initial
     Purchasers its written opinion, as counsel to the Initial Purchasers,
     addressed to the Initial Purchasers and dated such Delivery Date, in form
     and substance satisfactory to the Initial Purchasers.

          (e) The Initial Purchasers shall have received from the Accountants a
     letter (the "initial comfort letter"), in form and substance satisfactory
     to the Initial Purchasers, addressed to the Initial Purchasers and dated
     the date thereof (i) confirming that they are independent public
     accountants within the meaning of the Securities Act and are in compliance
     with the applicable requirements relating to the qualification of
     accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii)
     stating, as of the date hereof (or, with respect to matters involving
     changes or developments since the respective dates as of which specified
     financial information is given in the Offering Memorandum, as of a date not
     more than five days prior to the date hereof), the conclusions and findings
     of such firm with respect to the financial information and other matters
     ordinarily covered by accountants' "comfort letters" to initial purchasers
     in connection with comparable private placements, in form and substance
     satisfactory to the Initial Purchasers; and with respect to the Option
     Delivery Date, the Company shall have furnished to the Initial Purchasers
     the letter (the "bring-down letter") of such accountants, addressed to the
     Initial Purchasers and dated such Delivery Date (i) confirming that they
     are independent public accountants within the meaning of the Securities Act
     and are in compliance with the applicable requirements relating to the
     qualification of accountants under Rule 2-01 of Regulation S-X of the
     Commission, (ii) stating, as of the date of the bring-down letter (or, with
     respect to matters involving changes or developments since the respective
     dates as of which specified financial information is given in the Offering
     Memorandum, as of a date not more than five days prior to the date of the
     bring-down letter), the conclusions and findings of such firm with respect
     to the financial information and other matters covered by the initial
     letter and (iii) confirming in all material respects the conclusions and
     findings set forth in the initial letter.

          (f) The Company shall have furnished to the Initial Purchasers on the
     applicable Delivery Date a certificate, dated such Delivery Date and
     delivered on behalf of the Company by its chief executive officer and its
     chief financial officer, in form and substance satisfactory to the Initial
     Purchasers, to the effect that:

             (i) the representations, warranties and agreements of the Company
        and each of the Guarantors in Section 1 are true and correct as of the
        date given and as of such Delivery Date; and the Company and the
        Guarantors have complied in all material respects with all their
        respective agreements contained herein to be performed prior to or on
        such Delivery Date and the conditions set forth in Sections 3(f) and
        3(m), have been fulfilled;

             (ii) since the respective dates as of which information is given in
        the Offering Memorandum, other than as set forth in or contemplated by
        the Offering

                                       19
<PAGE>

         Memorandum (exclusive of any amendments or supplements thereto
         subsequent to the date of this Agreement), (A) there has not occurred
         any change or any development that might have a Material Adverse
         Effect, (B) there has not been any change in the capital stock, the
         short-term debt, or the long-term debt of the Company or any of its
         subsidiaries that might have a Material Adverse Effect, (C) neither the
         Company nor any of its subsidiaries has incurred any material liability
         or obligation, direct or contingent and (D) a Material Loss has not
         occurred; and

             (iii) such officer has carefully examined the Offering Memorandum
         and, in such officer's opinion (A) the Offering Memorandum, as of its
         date, did not include any untrue statement of a material fact and did
         not omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, and (B) since the date of the Offering Memorandum, no
         event has occurred which should have been set forth in a supplement or
         amendment to the Offering Memorandum.

         (g) The Indenture (in form and substance satisfactory to the Initial
     Purchasers) shall have been duly executed and delivered by the Company, the
     Guarantors and the Trustee, and the Securities shall have been duly
     executed and delivered by the Company and the Guarantors and duly
     authenticated by the Trustee.

         (h) The Company, the Guarantors and the Initial Purchasers shall have
     executed and delivered the Registration Rights Agreement (in form and
     substance satisfactory to the Initial Purchasers), and the Registration
     Rights Agreement shall be in full force and effect.

         (i) The Initial Purchasers shall have received from each executive
     officer and director of the Company an executed letter contemplated by
     Section 3(f) hereof.

         (j) The Company shall have furnished to the Initial Purchasers such
     further information, certificates and documents as the Initial Purchasers
     may reasonably request to evidence compliance with the conditions set forth
     in this Section 5.

         (k) The NASD shall have accepted the Securities for trading on PORTAL.

         (l) Neither the Company nor any of its subsidiaries shall have
     sustained since the date of the latest audited financial statements
     included in the Offering Memorandum (A) any material loss or interference
     with its business from fire, explosion, flood or other calamity, whether or
     not covered by insurance, or from any labor dispute or court or
     governmental action, order or decree, otherwise than as set forth or
     contemplated in the Offering Memorandum, or (B) since such date there shall
     not have been any change in the capital stock, short-term debt or long-term
     debt of the Company or any of its subsidiaries or any change, or any
     development involving a prospective change, in or affecting the general
     affairs, management, financial position, prospects, stockholders' equity or
     results of operations of the Company and its subsidiaries, otherwise than
     as set forth or contemplated in the Offering Memorandum, the effect of
     which, in any such case described in clause (A) or (B), is, in the sole
     judgment of the Initial Purchasers, so material and adverse as to make it

                                       20
<PAGE>

     impracticable or inadvisable to proceed with the offering or the delivery
     of the Securities being delivered on the applicable Delivery Date on the
     terms and in the manner contemplated in the Offering Memorandum and this
     Agreement.

         (m) Subsequent to the execution and delivery of this Agreement there
     shall not have occurred any of the following: (i) trading in securities
     generally on the New York Stock Exchange, the American Stock Exchange, the
     NASDAQ or the over-the-counter market, or trading in any securities of the
     Company on any exchange shall have been suspended or minimum prices shall
     have been established on any such exchange or market by the Commission, by
     such exchange or by any other regulatory body or governmental authority
     having jurisdiction, (ii) a banking moratorium shall have been declared by
     Federal or state authorities or a material disruption in commercial banking
     (including the Federal Funds wire transfer system) or securities settlement
     or clearance services in the United States, (iii) the United States shall
     have become engaged in hostilities, there shall have been an escalation in
     hostilities involving the United States, or there shall have been a
     declaration of a national emergency or war or the occurrence of any other
     calamity or crisis by the United States, or (iv) there shall have occurred
     such a material adverse change in general economic, political or financial
     conditions (or the effect of international conditions on the financial
     markets in the United States shall be such) as to make it, in the sole
     judgment of the Initial Purchasers, impracticable or inadvisable to proceed
     with the offering or delivery of the Securities being delivered on such
     Delivery Date on the terms and in the manner contemplated in the Offering
     Memorandum.

          (n) Subsequent to the execution and delivery of this Agreement (i) no
     downgrading shall have occurred in the rating accorded the Company's debt
     securities or preferred stock by any "nationally recognized statistical
     rating organization", as that term is defined by the Commission for
     purposes of Rule 436(g)(2) of the Securities Act and (ii) no such
     organization shall have notified the Company or publicly announced that it
     has under surveillance or review, with possible negative implications, its
     rating of any of the Company's debt securities or preferred stock, if any.

          All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to counsel
to the Initial Purchasers.

          6. Representations, Warranties and Agreements of the Initial
Purchasers.

          (a) Each Initial Purchaser represents and warrants to, severally and
     not jointly, and agrees with the Company that it (i) is purchasing the
     Securities pursuant to a private sale exempt from registration under the
     Securities Act without the intent to distribute the Securities in violation
     of the Securities Act, (ii) will not solicit offers for, or offer or sell,
     the Securities by means of any form of general solicitation or general
     advertising or in any manner involving a public offering within the meaning
     of Section 4(2) of the Securities Act and (iii) will solicit offers for the
     Securities only from, and will offer, sell or deliver the Securities, as
     part of its initial offering, only to persons whom it reasonably believe 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 to it that each

                                       21
<PAGE>

     such account is a QIB, to whom notice has been given that such sale or
     delivery is being made in reliance on Rule 144A, in each case, in
     transactions under Rule 144A.

          (b) Each Initial Purchaser, severally and not jointly, represents,
     warrants and agrees with respect to offers and sales of Securities outside
     the United States that it understands that no action has been or will be
     taken in any jurisdiction by the Company that would permit a public
     offering of the Securities, or possession or distribution of either the
     Preliminary Memorandum or the Offering Memorandum or any other offering or
     publicity material relating to the Securities, in any country or
     jurisdiction where action for that purpose is required; and such Initial
     Purchaser will comply with all applicable laws and regulations in each
     jurisdiction in which it acquires, offers, sells or delivers Securities or
     has in its possession or distributes either the Preliminary Memorandum or
     the Offering Memorandum or any such other material, in all cases at its own
     expense.

          7. Indemnification and Contribution.

          (a) The Company and each of the Guarantors shall indemnify and hold
     harmless each Initial Purchaser, its directors, officers and employees and
     each person who controls each Initial Purchaser within the meaning of the
     Securities Act, from and against any loss, claim, damage or liability,
     joint or several, or any action in respect thereof (including, but not
     limited to, any loss, claim, damage, liability or action relating to
     purchases and sales of the Securities), to which the Initial Purchasers,
     director, officer, employee or controlling person may become subject,
     insofar as such loss, claim, damage, liability or action arises out of, or
     is based upon, (i) any untrue statement or alleged untrue statement of a
     material fact contained in (A) any Preliminary Offering Memorandum, the
     Offering Memorandum or in any amendment or supplement thereto, (B) any blue
     sky application or other document prepared or executed by the Company (or
     based upon any written information furnished by the Company) filed in any
     jurisdiction specifically for the purpose of qualifying any or all of the
     Securities under the securities laws of any state or other jurisdiction
     (such application, document or information being hereinafter called a "BLUE
     SKY APPLICATION"), or (C) in the materials or information provided to
     investors by, or with the approval of, the Company in connection with the
     marketing of the offering of the Securities ("MARKETING MATERIALS"),
     including any roadshow or investor presentations made to investors by the
     Company (whether in person or electronically), (ii) the omission or alleged
     omission to state in the Offering Memorandum or in any amendment or
     supplement thereto, or in any Marketing Materials or in any Blue Sky
     Application, any material fact necessary to make the statements therein not
     misleading or (iii) any act or failure to act or any alleged act or failure
     to act by any Initial Purchaser in connection with, or relating in any
     manner to, the Securities or the offering contemplated hereby, and which is
     included as part of or referred to in any loss, claim, damage, liability or
     action arising out of or based upon matters covered by clause (i) or (ii)
     above (provided that the Company and the Guarantors shall not be liable
     under this clause (iii) to the extent that it is determined in a final
     judgment by a court of competent jurisdiction that such loss, claim,
     damage, liability or action resulted directly from any such acts or failure
     to act undertaken or omitted to be taken by such Initial Purchaser through
     its gross negligence or willful misconduct); and shall reimburse each
     Initial Purchaser and each such director, officer, employee and controlling
     person promptly upon demand for any legal or other expenses reasonably
     incurred by that Initial Purchaser, director, officer, employee or

                                       22
<PAGE>

     controlling person in connection with investigating or defending or
     preparing to defend against any such loss, claim, damage, liability or
     action as such expenses are incurred; provided, however, that the Company
     shall not be liable in any such case to the extent that any such loss,
     claim, damage, liability or action arises out of, or is based upon, any
     untrue statement or alleged untrue statement or omission or alleged
     omission made in any Preliminary Offering Memorandum or the Offering
     Memorandum, or in any such amendment or supplement, in reliance upon and in
     conformity with the written information concerning such Initial Purchaser
     furnished to the Company by or on behalf of that Initial Purchaser
     concerning the Initial Purchasers specifically for inclusion therein which
     information consists solely of the information set forth in the letter
     referred to in Section 7(e). The foregoing indemnity agreement is in
     addition to any liability which the Company may otherwise have to the
     Initial Purchasers or to any director, officer, employee or controlling
     person of the Initial Purchasers.

          (b) Each Initial Purchaser, severally and not jointly, shall indemnify
     and hold harmless, the Company and the Guarantors, their respective
     directors, officers and employees, each of their directors, and each
     person, if any, who controls the Company or the Guarantors within the
     meaning of the Securities Act from and against any loss, claim, damage or
     liability, joint or several, or any action in respect thereof, to which the
     Company, the Guarantors or any their respective director, officer or
     controlling person may become subject, under the Securities Act or
     otherwise, insofar as such loss, claim, damage, liability or action arises
     out of, or is based upon, (i) any untrue statement or alleged untrue
     statement of a material fact contained in any Preliminary Offering
     Memorandum or the Offering Memorandum or in any amendment or supplement
     thereto, or in any Blue Sky Application, or (ii) the omission or alleged
     omission to state in any Preliminary Offering Memorandum or the Offering
     Memorandum or in any amendment or supplement thereto or in any Blue Sky
     Application, any material fact necessary to make the statements therein not
     misleading, but in each case only to the extent that the untrue statement
     or alleged untrue statement or omission or alleged omission was made in
     reliance upon and in conformity with the written information furnished to
     the Company by or on behalf of that Initial Purchaser specifically for
     inclusion therein and described in Section 7(e), and shall reimburse the
     Company, the Guarantors and any of their respective directors, officers or
     controlling persons promptly upon demand for any legal or other expenses
     reasonably incurred by the Company, the Guarantors or any of their
     respective directors, officers or controlling persons in connection with
     investigating or defending or preparing to defend against any such loss,
     claim, damage, liability or action as such expenses are incurred. The
     foregoing indemnity agreement is in addition to any liability which any
     Initial Purchaser may otherwise have to the Company, the Guarantors or any
     of their respective directors, officers or controlling persons.

          (c) Promptly after receipt by an indemnified party under this Section
     7 of notice of any claim or the commencement of any action, the indemnified
     party shall, if a claim in respect thereof is to be made against the
     indemnifying party under this Section 7, notify the indemnifying party in
     writing of the claim or the commencement of that action; provided, however,
     that the failure to notify the indemnifying party shall not relieve it from
     any liability which it may have under this Section 7 except to the extent
     it has been materially prejudiced by such failure and, provided, further,
     that the failure to notify the indemnifying party shall not relieve it from
     any liability which it may have to an indemnified

                                       23
<PAGE>

     party otherwise than under this Section 7. If any such claim or action
     shall be brought against an indemnified party, and it shall notify the
     indemnifying party thereof, the indemnifying party shall be entitled to
     participate therein and, to the extent that it wishes, jointly with any
     other similarly notified indemnifying party, to assume the defense thereof
     with counsel satisfactory to the indemnified party. After notice from the
     indemnifying party to the indemnified party of its election to assume the
     defense of such claim or action, the indemnifying party shall not be liable
     to the indemnified party under this Section 7 for any legal or other
     expenses subsequently incurred by the indemnified party in connection with
     the defense thereof other than reasonable costs of investigation; provided,
     however, that the Initial Purchasers shall have the right to employ
     separate counsel to represent jointly the Initial Purchasers and their
     respective directors, officers, employees and controlling persons who may
     be subject to liability arising out of any claim in respect of which
     indemnity may be sought by the Initial Purchasers against the Company under
     this Section 7 if, in the reasonable judgment the Initial Purchasers it is
     advisable for the Initial Purchasers and such directors, officers,
     employees and controlling persons to be jointly represented by separate
     counsel, and in that event the fees and expenses of such separate counsel
     shall be paid by the Company and the Guarantors. No indemnifying party
     shall, (i) without the prior written consent of the indemnified parties
     (which consent shall not be unreasonably withheld) settle or compromise or
     consent to the entry of any judgment with respect to any pending or
     threatened claim, action, suit or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding, or (ii) be liable for any
     settlement of any such action effected without its written consent (which
     consent shall not be unreasonably withheld), but if settled with its
     written consent or if there be a final judgment of the plaintiff in any
     such action, the indemnifying party agrees to indemnify and hold harmless
     any indemnified party from and against any loss or liability by reason of
     such settlement or judgment.

          (d) If the indemnification provided for in this Section 7 shall for
     any reason be unavailable or insufficient to hold harmless an indemnified
     party under Section 7(a) or 7(b) in respect of any loss, claim, damage or
     liability, or any action in respect thereof, referred to therein, then each
     indemnifying party shall, in lieu of indemnifying such indemnified party,
     contribute to the amount paid or payable by such indemnified party as a
     result of such loss, claim, damage or liability, or action in respect
     thereof, (i) in such proportion as shall be appropriate to reflect the
     relative benefits received by the Company and the Guarantors on the one
     hand and the Initial Purchasers on the other from the offering of the
     Securities, or (ii) if the allocation provided by clause 7(d)(i) above is
     not permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause 7(d)(i) but
     also the relative fault of the Company and the Guarantors on the one hand
     and the Initial Purchasers on the other with respect to the statements or
     omissions or alleged statements or alleged omissions that resulted in such
     loss, claim, damage or liability (or action in respect thereof), as well as
     any other relevant equitable considerations. The relative benefits received
     by the Company and the Guarantors on the one hand and the Initial
     Purchasers on the other with respect to such offering shall be deemed to be
     in the same proportion as the total net proceeds from the offering of the
     Securities purchased under this Agreement (before deducting expenses)
     received by the Company and the Guarantors on the

                                       24
<PAGE>

     one hand, and the total discounts and commissions received by the Initial
     Purchasers with respect to the Securities purchased under this Agreement,
     on the other hand, bear to the total gross proceeds from the offering of
     the Securities under this Agreement. The relative fault shall be determined
     by reference to whether the untrue or alleged untrue statement of a
     material fact or omission or alleged omission to state a material fact
     relates to information supplied by the Company, the Guarantors or the
     Initial Purchasers, the intent of the parties and their relative knowledge,
     access to information and opportunity to correct or prevent such statement
     or omission. The Company, the Guarantors and the Initial Purchasers agree
     that it would not be just and equitable if the amount of contributions
     pursuant to this Section 7(d) were to be determined by pro rata allocation
     or by any other method of allocation which does not take into account the
     equitable considerations referred to herein. The amount paid or payable by
     an indemnified party as a result of the loss, claim, damage or liability,
     or action in respect thereof, referred to above in this Section 7(d) shall
     be deemed to include, for purposes of this Section 7(d), any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this Section 7(d), no Initial Purchaser shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Securities resold by it in the initial placement of such
     Securities were offered to investors exceeds the amount of any damages
     which such Initial Purchaser has otherwise paid or become liable by reason
     of any untrue or alleged untrue statement or omission or alleged omission.
     No person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     Initial Purchasers' obligations to contribute as provided in this Section
     7(d) are several in proportion to their respective obligations, not joint.

          (e) The Initial Purchasers confirm and the Company acknowledges that
     the statements with respect to the offering of the Securities by the
     Initial Purchasers set forth in the sixth paragraph, the fourth sentence of
     the eighth paragraph and the tenth paragraph under the caption "Plan of
     Distribution" in the Offering Memorandum constitute the only information
     concerning the Initial Purchasers furnished in writing to the Company by or
     on behalf of the Initial Purchasers specifically for inclusion in the
     Offering Memorandum. Credit Suisse First Boston Corporation and Banc of
     America Securities LLC confirm and the Company acknowledges that the
     statements by them set forth in the last paragraph under the caption "Plan
     of Distribution" in the Offering Memorandum constitute the only information
     concerning them furnished in writing to the Company by them or on their
     behalf specifically for inclusion in the Offering Memorandum.

          8. Defaulting Initial Purchasers. If, on any Delivery Date, any
Initial Purchaser defaults in the performance of its obligations under this
Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to
purchase the aggregate principal amount of Securities which the defaulting
Initial Purchaser agreed but failed to purchase on such Delivery Date in the
respective proportions which the total aggregate principal amount of Securities
set opposite the name of each remaining non-defaulting Initial Purchaser in
Schedule I hereto bears to the total aggregate principal amount of Securities
set opposite the names of all the remaining non-defaulting Initial Purchasers in
Schedule I hereto; provided, however, that the remaining non-defaulting Initial
Purchasers shall not be obligated to purchase any Securities on such

                                       25
<PAGE>

Delivery Date if the total aggregate principal amount of Securities which the
defaulting Initial Purchasers agreed but failed to purchase on such date exceeds
9.09% of the total aggregate principal amount of Securities to be purchased on
such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not
be obligated to purchase more than 110% of the aggregate principal amount of
Securities which it agreed to purchase on such Delivery Date pursuant to the
terms of Section 2. If the foregoing maximums are exceeded, the remaining non-
defaulting Initial Purchasers, or those other purchasers satisfactory to the
Initial Purchasers who so agree, shall have the right, but shall not be
obligated, to purchase on such Delivery Date, in such proportion as may be
agreed upon among them, the total aggregate principal amount of Securities to be
purchased on such Delivery Date. If the remaining Initial Purchasers or other
purchasers satisfactory to the Initial Purchasers do not elect to purchase on
such Delivery Date the aggregate principal amount of Securities which the
defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or
with respect to the Option Delivery Date, the obligation of the Initial
Purchasers to purchase the Option Securities) shall terminate without liability
on the part of any non-defaulting Initial Purchasers and the Company, except
that the Company will continue to be liable for the payment of expenses to the
extent set forth in Sections 4 and 10. As used in this Agreement, the term
"INITIAL PURCHASER" includes, for all purposes of this Agreement unless the
context requires otherwise, any party not listed in Schedule I hereto who,
pursuant to this Section 8, purchases Securities which a defaulting Initial
Purchaser agreed but failed to purchase.

          Nothing contained herein shall relieve a defaulting Initial Purchaser
of any liability it may have to the Company for damages caused by its default.
If other purchasers are obligated or agree to purchase the Securities of a
defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting
Initial Purchasers or the Company may postpone the Delivery Date for up to seven
full business days in order to effect any changes in the Offering Memorandum or
in any other document or arrangement that, in the opinion of counsel to the
Company or counsel to the Initial Purchasers, may be necessary.

          9. Termination. The obligations of the Initial Purchasers hereunder
may be terminated by the Initial Purchasers by notice given to and received by
the Company prior to delivery of and payment for the Securities if, prior to
that time, any of the events described in Sections 5(l), 5(m) or 5(n) shall have
occurred or if the Initial Purchasers shall decline to purchase the Firm
Securities for any reason permitted under this Agreement.

          10. Reimbursement of Initial Purchasers' Expenses. If (a) the
Company and the Guarantors shall fail to tender the Securities for delivery to
the Initial Purchasers for reason of any failure, refusal or inability on the
part of the Company and the Guarantor to perform any agreement on their part to
be performed, or because any other condition of the Initial Purchasers'
obligations hereunder required to be fulfilled by the Company and the Guarantor
(including, without limitation, with respect to the transactions) is not
fulfilled or (b) the Initial Purchasers shall decline to purchase the Securities
for any reason permitted under this Agreement (including the termination of this
Agreement pursuant to Section 9), the Company and the Guarantors shall reimburse
the Initial Purchasers for the reasonable fees and expenses of their counsel and
for such other out-of-pocket expenses including reasonable fees and
disbursements incurred by them in connection with this Agreement and the
proposed purchase of the Securities, and upon demand the Company and the
Guarantors shall pay the full amount thereof to the Initial

                                       26
<PAGE>

Purchasers. If this Agreement is terminated pursuant to Section 8 by reason of
the default of one or more Initial Purchasers, the Company shall not be
obligated to reimburse any defaulting Initial Purchasers on account of those
expenses.

          11. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

          (a) if to the Initial Purchasers, shall be delivered or sent by mail,
     telex or facsimile transmission to Lehman Brothers Inc., 101 Hudson Street,
     Jersey City, New Jersey, 07302, Attention: Syndicate Department (Fax: 201-
     524-5980); with a copy, in the case of any notice pursuant to Section 8(c),
     to the Director of Litigation, Office of the General Counsel, Lehman
     Brothers Inc., 101 Hudson Street, Jersey City, New Jersey, 07302; and

          with a copy to Simpson Thacher & Bartlett, 425 Lexington Avenue, New
  York, New York 10017, Attention:  John E. Riley, Esq. (Fax: (212-455-2502;
  Telephone (212) 455-2520);

          (b) if to the Company or to any of the Guarantors, shall be delivered
     or sent by mail, telex or facsimile transmission to it at Apogent
     Technologies Inc., 48 Congress Street, Portsmouth, New Hampshire 03801,
     Attention: Michael Bresson, Esq. (Fax: (603) 436-3719; Telephone:
     (603) 433-6131, ext 700); with a copy to Quarles & Brady LLP, 411 East
     Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Joseph Masterson,
     Esq. (Fax:(414) 271-3552, Telephone: (414) 277-5169);

provided, however, that any notice to an Initial Purchaser pursuant to Section
7(c) shall be delivered or sent by mail, telex or facsimile transmission to each
such Initial Purchaser, which address will be supplied to any other party hereto
by Lehman Brothers upon request.  Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.  The Company shall
be entitled to act and rely upon any request, consent, notice or agreement given
or made on behalf of the Initial Purchasers by Lehman Brothers Inc.

          12. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Initial Purchasers, the Company,
the Guarantors and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Company
and the Guarantors contained in this Agreement shall also be deemed to be for
the benefit of the directors, officers and employees of the Initial Purchasers
and the person or persons, if any, who control the Initial Purchasers within the
meaning of Section 15 of the Securities Act and (B) any indemnity agreement of
the Initial Purchasers contained in Section 7(b) of this Agreement shall be
deemed to be for the benefit of directors, officers and employees of the Company
and the Guarantors, and any person controlling the Company and the Guarantors
within the meaning of Section 15 of the Securities Act. Nothing contained in
this Agreement is intended or shall be construed to give any person, other than
the persons referred to in this Section 12, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision contained
herein.

                                       27
<PAGE>

          13. Survival. The respective indemnities, representations, warranties
and agreements of the Company, the Guarantors and the Initial Purchasers
contained in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall survive the delivery of and payment for the
Securities and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on
behalf of any of them or any person controlling any of them.

          14. Definition of the Terms "Business Day" and "Significant
Subsidiary" . For purposes of this Agreement, (a) "BUSINESS DAY" means any day
on which the New York Stock Exchange, Inc. is open for trading and (b)
"SIGNIFICANT SUBSIDIARY" has the meaning assigned to it under Rule 405 of the
Securities Act.

          15. Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          16. Consent to Jurisdiction; Forum Selection; Waiver of Jury Trial.

          (a) Each of the Company, the Guarantors and the Initial Purchasers
     hereby submits to the jurisdiction of the courts of the State of New York
     and the courts of the United States of America located in the State of New
     York over any suit, action or proceeding with respect to this Agreement or
     the transactions contemplated hereby.

          (b) Any suit, action or proceeding with respect to this Agreement or
     the transactions contemplated hereby may be brought only in the courts of
     the State of New York or the courts of the United States of America located
     in the State of New York, in each case, located in the Borough of
     Manhattan, City of New York, State of New York. Each of the parties hereto
     waives any objection that it may have to the venue of such suit, action or
     proceeding in any such court or that such suit, action or proceeding in
     such court was brought in an inconvenient court and agrees not to plead or
     claim the same.

          (c) Any right to trial by jury with respect to any lawsuit, claim,
     action or other proceeding arising out of or relating to this Agreement or
     the services to be rendered by you hereunder is expressly and irrevocably
     waived.

          16. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

          17. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                                       28
<PAGE>

          If the foregoing correctly sets forth the agreement between the
Company, the Guarantors and the Initial Purchasers, please indicate your
acceptance in the space provided for that purpose below.


                              Very truly yours,

                              Apogent Technologies Inc.



                              By:  _______________________________
                                Name:
                                Title:

                                       29
<PAGE>

                              APOGENT FINANCE COMPANY
                              APPLIED BIOTECH, INC.
                              BARNSTEAD THERMOLYNE CORPORATION
                              BIOROBOTICS INC.
                              CHASE SCIENTIFIC GLASS, INC.
                              CONSOLIDATED TECHNOLOGIES, INC.
                              ERIE SCIENTIFIC COMPANY
                              ERIE SCIENTIFIC COMPANY OF PUERT RICO
                              ERIE UK HOLDING COMPANY
                              EVER READY THERMOMETER CO., INC.
                              GENEVAC INC.
                              G&P LABWARE HOLDINGS INC.
                              LAB-LINE INSTRUMENTS, INC.
                              LAB VISION CORPORATION
                              MATRIX TECHNOLOGIES CORPORATION
                              MICROGENICS CORPORATION
                              MOLECULAR BIOPRODUCTS, INC.
                              NALGE NUNC INTERNATIONAL CORPORATION
                              NATIONAL SCIENTIFIC COMPANY
                              THE NAUGATUCK GLASS COMPANY
                              NERL DIAGNOSTICS CORPORATION
                              OWL SEPARATION SYSTEMS, INC.
                              REMEL INC.
                              RICHARD-ALLAN SCIENTIFIC COMPANY
                              ROBBINS SCIENTIFIC CORPORATION
                              SAMCO SCIENTIFIC CORPORATION
                              SYBRON TRANSITION CORP.
                              VACUUM PROCESS TECHNOLOGY, INC.


                              By ____________________________
                                 Name:
                                 Title:

                                       30
<PAGE>

Accepted and agreed by:

LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
ABN AMRO ROTHSCHILD LLC
UBS WARBURG LLC

By LEHMAN BROTHERS INC.


By:_______________________________

   Authorized Representative




                                       31
<PAGE>

                                                                      SCHEDULE I

<TABLE>
<CAPTION>
                                                         AGGREGATE PRINCIPAL
                                                           AMOUNT OF FIRM
INITIAL PURCHASERS                                           SECURITIES
------------------                                       --------------------
<S>                                                        <C>
Lehman Brothers Inc....................................     $102,850,000
Credit Suisse First Boston Corporation.................     $102,850,000
Banc of America Securities LLC.........................     $ 36,300,000
ABN AMRO Rothschild LLC................................     $  4,000,000
UBS Warburg LLC........................................     $  4,000,000
                                                            ------------
    Total..............................................     $250,000,000
                                                            ============
</TABLE>

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<PAGE>


                                                                         ANNEX A

                            LOCK-UP LETTER AGREEMENT



LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC
ABN AMRO ROTHSCHILD LLC
UBS WARBURG LLC

c/o Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey 07302

Dear Ladies and Gentlemen:

     The undersigned understands that you propose to enter into a Purchase
Agreement (the "Purchase Agreement") providing for the purchase by you (the
"Initial Purchasers") of 2.25% Senior Convertible Contingent Debt Securities
(the "CODES") due 2021 of Apogent Technologies, Inc., a Wisconsin corporation
(the "Company"), which are convertible into fully paid, nonassessable shares of
common stock of the Company, par value $0.01 per share (the "Common Stock"), and
that the Initial Purchasers propose to reoffer the CODES (the "Offering").

     In consideration of the execution of the Purchase Agreement by the Initial
Purchasers, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Lehman
Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for
sale, sell, pledge or otherwise dispose of (or enter into any transaction or
device which is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any debt securities of the Company
(other than the CODES), shares of Common Stock or securities convertible into or
exchangeable for Common Stock, or sell or grant options, rights or warrants with
respect to any debt securities, shares of Common Stock or securities convertible
into or exchangeable for Common Stock, or (2) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any of
the economic benefits or risks of ownership of such securities, such shares of
Common Stock, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Stock or other securities, in cash or
otherwise, for a period of 90 days after the date of the final Offering
Memorandum relating to the Offering, but in no event shall the period of
restriction be effective beyond January 25, 2002.

     In furtherance of the foregoing, the Company and its Transfer Agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Lock-Up Letter Agreement.



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<PAGE>



     Notwithstanding the foregoing, the undersigned may transfer Common Stock or
securities convertible into or exchangeable for Common Stock, including options
therefore (collectively, the "Shares") (1) as a bona fide gift or gifts,
provided that the donee or donees thereof agree to be bound in writing by
restrictions set forth herein, or (2) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned provided
that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for.

     The undersigned understands that the Company and the Initial Purchasers
will proceed with the Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to a
Purchase Agreement, the terms of which are subject to negotiation between the
Company and the Initial Purchasers.

     It is understood that, if the Company notifies you that it does not intend
to proceed with the Offering, if the Purchase Agreement does not become
effective, or if the Purchase Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and
delivery of the CODES, we will be released from our obligations under this Lock-
Up Letter Agreement.

     This Agreement shall be governed by, and construed in accordance with, the
laws of New York.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof.  Any obligations of the undersigned
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.

                                   Very truly yours,



Dated:  _______________


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