<PAGE>   1
                                                                    EXHIBIT 10.2


                                                                [CONFORMED COPY]


                            STOCK PURCHASE AGREEMENT


                                 by and between


                              DEPOTECH CORPORATION,


                                       and


                           ROSS FINANCIAL CORPORATION


                         Dated as of September 10, 1997




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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
I. PURCHASE AND SALE.......................................................................1

               1.1. Purchase and Sale......................................................1
               1.2. Purchase Price.........................................................1
               1.3. Closing................................................................2

II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................................3

               2.1. Due Organization, etc..................................................3
               2.2. Compliance with Law....................................................3
               2.3. Authorization; Execution and Delivery of Agreement.....................4
               2.4. No Conflict; No Consent................................................4
               2.5. Capital Stock..........................................................5
               2.6. SEC Reports............................................................6
               2.7. Financial Statements...................................................6
               2.8. No Brokers.............................................................7

III. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.......................................7

               3.1. Due Organization, etc..................................................7
               3.2. Authorization; Execution and Delivery of Agreement.....................7
               3.3. No Conflict; No Consent................................................8
               3.4. No Brokers.............................................................8
               3.5. Investment Purposes....................................................8

IV. COVENANTS OF THE COMPANY..............................................................10

               4.1. Preemptive Rights.....................................................10
               4.2. Exchange of Stock Certificates........................................11
               4.3. Lost, Stolen, Destroyed or Mutilated Stock Certificates...............11

V. COVENANTS OF THE PURCHASER AND THE COMPANY.............................................12

               5.1. Public Disclosure and Confidentiality.................................12
               5.2. Restrictions on Transfer..............................................12
               5.3. Efforts to Consummate; Further Actions................................13

VI. REGISTRATION RIGHTS...................................................................13

               6.1. "Piggyback" Registration..............................................13
               6.2. Demand Registration...................................................15
               6.3. General Provisions....................................................15
               6.4. Information, Documents, Etc...........................................17
</TABLE>


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<TABLE>
<S>                                                                                       <C>
               6.5. Expenses..............................................................17
               6.6. Cooperation...........................................................18
               6.7. Action to Suspend Effectiveness; Supplement to Registration
                      Statement...........................................................19
               6.8. Indemnification.......................................................21

VII. INDEMNIFICATION......................................................................27

               7.1. Indemnification by the Company........................................27
               7.2. Indemnification by the Purchaser......................................27

VIII.  TERMINATION........................................................................27

               8.1 Termination............................................................27

IX. GENERAL PROVISIONS....................................................................29

               9.1. Survival of Representations, Warranties and Agreements................29
               9.2. Notices...............................................................29
               9.3. General...............................................................30
               9.4. Governing Law.........................................................31
               9.5. Severability of Provisions............................................31
               9.6. Captions..............................................................31
               9.7. Expenses..............................................................31
               9.8. Equitable Relief......................................................32
               9.9. Definitions...........................................................32
</TABLE>







                                       ii

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        STOCK PURCHASE AGREEMENT (this "Agreement") dated as of September 10,
1997 by and between DEPOTECH CORPORATION, a California corporation (the
"Company"), and ROSS FINANCIAL CORPORATION a Cayman Islands corporation (the
"Purchaser").

        WHEREAS, the Purchaser wishes to purchase from the Company, and the
Company wishes to sell to the Purchaser, one million (1,000,000) shares (the
"Shares") of the Company's authorized but unissued common stock, no par value
(the "Common Stock"), at a price of fourteen and 0.625 dollars ($14.625) per
share of Common Stock;

        WHEREAS, the Purchaser and the Company are entering into this Agreement
to provide for such purchase and sale and to establish various rights and
obligations in connection therewith;

        NOW THEREFORE, in consideration of these premises and for other good and
valuable consideration, the parties hereto hereby agree as follows:

                              I. PURCHASE AND SALE

        1.1.   Purchase and Sale. Upon the terms and subject to the conditions
set forth in this Agreement, the Company agrees to issue, sell and deliver to
the Purchaser, and the Purchaser agrees to purchase from the Company, 1,000,000
Shares. The Shares purchased and sold hereunder shall be free and clear of any
liens, security interests, pledges, voting agreements, claims, options and
encumbrances of every kind, character and description whatsoever
("Encumbrances"), except as contemplated by this Agreement.

        1.2.   Purchase Price. As consideration for the sale of the Shares, at
the Closing (as hereinafter defined) the Purchaser shall pay to the Company in
immediately available funds





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by wire transfer, a purchase price of $14,625,000 to an account designated by
the Company in writing prior to the date hereof.

        1.3.   Closing. (a) On the terms and subject to the conditions of this
Agreement, the purchase and sale of the Shares pursuant to this Agreement shall
take place at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty
Plaza, New York, New York, 10006 at 10:00 a.m. (New York time) on September 11,
1997 or as soon thereafter as practicable. The consummation of the purchase and
sale transactions described in this Section 1.3 are hereinafter referred to
collectively as the "Closing." The date on which the Closing occurs is
hereinafter referred to as the "Closing Date."

        (b)    Company Closing Deliveries. At the Closing, the Company will
deliver to the Purchaser the following:

               (i)    a stock certificate or certificates representing the
                      Shares; and

               (ii)   a certificate of the Secretary of the Company certifying
                      as to the adoption and effect of resolutions of the Board
                      of Directors of the Company (the "Board") authorizing the
                      execution, delivery and performance of this Agreement.

        (c)    Purchaser Closing Deliveries. At the Closing, the Purchaser will
               deliver to the Company the following:

               (i)    a certificate of an authorized officer of the Purchaser
                      certifying as to the adoption and effect of resolutions of
                      the Purchaser authorizing the execution, delivery and
                      performance of this Agreement; and

               (ii)   payment of the purchase price provided by Section 1.2.



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                II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        2.1.   Due Organization, etc. The Company is a corporation duly
organized, validly existing and in good standing under the laws of California,
and it has all requisite corporate or other necessary power and authority to
own, operate and lease its respective properties and assets and to conduct its
respective businesses as now conducted and is qualified to do business in each
state or other jurisdiction where the nature of its properties, assets or
businesses requires such qualification other than where the failure to be so
qualified would not have a material adverse effect on the condition (financial
or otherwise), business, operations, properties, assets or liabilities of the
Company (a "Material Adverse Effect"). The Company has no subsidiaries.

        2.2.   Compliance with Law. The Company has obtained and maintains in
full force and effect all permits, licenses, consents, approvals, registrations,
memberships, authorizations and qualifications under all federal, state, local
and foreign laws and regulations, and with all Authorities, required for the
conduct by it of its business and the ownership or possession by it of its
properties and assets other than where the failure to obtain or maintain such
permits, licenses, consents, approvals, registrations, memberships,
authorizations or qualifications would not, individually or in the aggregate,
have a Material Adverse Effect. The Company is in compliance with all laws,
regulations, ordinances, orders and decrees (including, without limitation, all
environmental and occupational, health and safety laws) of any federal, state,
local or foreign governmental or regulatory authority (an "Authority")
applicable to the conduct by the Company of its business and to its ownership
and possession of its properties and assets, other than where the failure so to
comply would not, individually or in the aggregate, have a Material Adverse
Effect.




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        2.3.   Authorization; Execution and Delivery of Agreement. (a) The
execution and delivery of this Agreement, the issuance and sale of the Shares to
the Purchaser and the consummation of the transactions contemplated hereby (i)
do not require the approval or consent of any stockholders of the Company and
(ii) have been duly authorized by all necessary corporate action on the part of
the Company for all purposes. This Agreement has been duly executed and
delivered by the Company and this Agreement constitutes the legal, valid,
binding and enforceable obligation of the Company, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws relating to creditors'
rights and general principles of equity. The Company has full corporate power
and authority to enter into this Agreement and to perform its obligations
hereunder.

        (b)    The Shares have been duly authorized by all necessary corporate
action on the part of the Company, and, when issued and delivered by the Company
pursuant to this Agreement against payment of the consideration therefor set
forth herein, the Shares will be validly issued, fully paid and non-assessable.
The Purchaser will acquire valid and marketable title to the Shares, free and
clear of any Encumbrances except as contemplated by this Agreement.

        2.4.   No Conflict; No Consent. The execution and delivery of this
Agreement, the issuance and sale of the Shares to the Purchaser and the
consummation of the transactions contemplated hereby do not, and will not,
conflict with, or result in any violation of or default under, or permit the
acceleration of any obligation under, or the creation or imposition of any
Encumbrance on any of the properties or assets of the Company under, (i) any
provision of the articles of incorporation or by-laws or similar constituent
documents of the Company, (ii) any indenture, lease, mortgage, deed of trust,
loan agreement or other agreement or instrument, or



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any permit, license, registration, membership, authorization or qualification
from any Authority, of the Company or (iii) any judgment, order, decree,
statute, law, ordinance, rule or regulation of any Authority to which the
Company is a party or by which it is bound, other than, in the case of clause
(ii) above, where such conflict, violation, default, acceleration or Encumbrance
would not, individually or in the aggregate, have a Material Adverse Effect. No
consent, approval, order or authorization of, or registration, declaration,
filing with or notice to, any Authority or third party is required to be made or
obtained by the Company (including, without limitation, under any environmental
or occupational, health and safety laws) in order to execute or deliver this
Agreement, issue and sell the Shares or to consummate the transactions
contemplated hereby, other than as a result of the periodic reporting
requirements under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or except where the failure to make or obtain any such consent,
approval, order, authorization, registration, declaration, filing or notice
would not have a Material Adverse Effect.

        2.5.   Capital Stock. (a) The authorized capital stock of the Company
consists of thirty million (30,000,000) shares of Common Stock, no par value, of
which, as of June 30, 1997, thirteen million one hundred and fifty five
thousand, two hundred and seventy nine (13,155,279) shares were outstanding and
no shares were held in treasury and two million seven hundred and twenty six
thousand, seven hundred and ninety three (2,726,793) shares are reserved for
future issuance pursuant to any option, warrant or other rights agreement,
arrangement or other commitment. All of the issued and outstanding shares of
Common Stock have been validly issued and are fully paid and non-assessable.

        (b)    (i) Other than this Agreement or as set forth in SEC Reports (as
defined hereinafter), there are not authorized or outstanding any subscriptions,
options, conversion rights,



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warrants or other agreements, securities or commitments of any nature whatsoever
(whether oral or written and whether firm or conditional) obligating the Company
to issue, deliver or sell, or cause to be issued, delivered or sold, to any
Person any shares of Common Stock or any other shares of the capital stock of
the Company or any securities convertible into or exchangeable for any such
shares, or obligating any such Person to grant, extend or enter into any such
agreement or commitment; and (ii) except as set forth in SEC Reports, there is
no obligation, contingent or otherwise, of the Company to repurchase, redeem or
otherwise acquire any share of capital stock or other equity interests of the
Company.

        2.6.   SEC Reports. The Company has filed with the Securities and
Exchange Commission (the "Commission") all proxy statements, reports, forms and
other documents required to be filed by it after January 1, 1995 under the
Exchange Act (collectively, the "SEC Reports"). As of their respective dates,
the SEC Reports (i) complied as to form in all material respects with the
applicable requirements of the Exchange Act and the rules and regulations of the
Commission thereunder and (ii) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

        2.7.   Financial Statements. (a) The financial statements (including any
related notes) included in the SEC Reports (the "Financial Statements") have
been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved (except as may be noted
therein) and fairly present the consolidated financial condition, results of
operations and cash flows of the Company as of the dates thereof and for the
periods ended on such dates (in each case subject, as to interim statements, to
changes resulting from year-end adjustments (none of which were or, except as
otherwise disclosed to the



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Purchaser in writing, will be material in amount or effect) and except as
permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act).

        (b)    On the date hereof, except as disclosed in the SEC Reports, the
Company has no liabilities or obligations of any nature, whether accrued,
absolute, contingent or otherwise, and whether due or to become due and whether
or not required to be disclosed in the SEC Reports, other than liabilities that
have been disclosed to the Purchaser in writing, have been incurred in the
ordinary course of business or are not in the aggregate material to the Company.

        2.8.   No Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
the Company.

                     III. REPRESENTATIONS AND WARRANTIES OF
                                  THE PURCHASER

        The Purchaser represents and warrants to the Company that:

        3.1.   Due Organization, etc. The Purchaser is a corporation duly
organized and validly existing under the laws of the Cayman Islands. The
Purchaser has no direct or indirect subsidiaries.

        3.2.   Authorization; Execution and Delivery of Agreement. The Purchaser
has all requisite power and authority to execute this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Purchaser. This Agreement has been duly executed and
delivered by the Purchaser and this Agreement constitutes the legal, valid,
binding



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and enforceable obligation of the Purchaser, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights and
general principles of equity.

        3.3.   No Conflict; No Consent. The execution and delivery of this
Agreement, the issuance and sale of the Shares to the Purchaser and the
consummation of the transactions contemplated hereby do not, and will not,
conflict with, or result in any violation of or default under, or permit the
acceleration of any obligation under, or the creation or imposition of any
Encumbrance on any of the properties or assets of the Purchaser under, (i) any
provision of the charter and by-laws or similar constituent documents of the
Purchaser, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or
other agreement or instrument, or any permit, license, registration, membership,
authorization or qualification from any Authority, of the Purchaser or (iii) any
judgment, order, decree, statute, law, ordinance, rule or regulation of any
Authority to which the Purchaser is a party or by which it is bound, other than,
in the case of clause (ii) above, where such conflict, violation, default,
acceleration or Encumbrance would not, individually or in the aggregate, have a
Purchaser Material Adverse Effect. Other than as a result of the reporting
requirements of the Exchange Act, no consent, approval, order or authorization
of, or registration, declaration, filing with or notice to, any Authority is
required to be made or obtained by the Purchaser in order to execute or deliver
this Agreement or to consummate the transactions contemplated hereby.

        3.4.   No Brokers. No broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
the Purchaser.

        3.5.   Investment Purposes. (a) The Purchaser, by reason of its business
and financial experience, has such knowledge, sophistication and experience in
business and financial



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matters as to be capable of evaluating the merits and risks of its investment in
the Shares, and is purchasing the Shares hereunder for its own account, for
investment only and not with a view to, or any present intention of, effecting a
distribution of such securities or any part thereof. The Purchaser acknowledges
that the Shares to be purchased hereunder have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any state or other jurisdiction and cannot be disposed of unless they
are subsequently registered under the Securities Act and any applicable state
laws or exemption from such registration is available. Furthermore, the
Purchaser acknowledges that the Company shall place upon each certificate
representing the Shares, a legend substantially in the following form:

        "The securities represented by this certificate have been issued without
        registration or qualification under the Securities Act of 1933, as
        amended (the "Securities Act"), or any applicable state securities laws
        (the "State Acts"). Such securities may not be sold, assigned,
        transferred or otherwise disposed of, beneficially or on the records of
        the company, unless the securities represented by this certificate have
        been registered or qualified under the Securities Act and the applicable
        State Acts or there has been delivered to the company an opinion of
        counsel, reasonably satisfactory to the company, to the effect that such
        registration and qualification are not required."

        (b)    The Purchaser is an "accredited investor" as that term is defined
in Rule 501 promulgated under the Securities Act.

        (c)    The Purchaser or its representative has had the opportunity to
ask questions and to receive answers concerning the financial condition,
operations and prospects of the Company and the terms and conditions of the
Purchaser's investment, as well as the opportunity to obtain any additional
information necessary to verify the accuracy of information furnished in
connection therewith that the Company possesses or can acquire without
unreasonable effort or expense.



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                          IV. COVENANTS OF THE COMPANY

        The Company covenants and agrees that:

        4.1.   Preemptive Rights. The Company shall not issue, reissue or
otherwise dispose of any shares of Common Stock or any securities convertible
into, or any rights, warrants or options to acquire, shares of Common Stock,
without affording the Purchaser the preemptive right to acquire such shares of
Common Stock or other securities in proportion to its then-existing holdings of
outstanding shares of Common Stock, on the same terms and conditions and for the
same consideration as the Company proposes to issue such shares of Common Stock
or other securities to Persons other than the Purchaser; provided, however, that
the provisions of this Section 4.1 shall not apply to any of the following:

        (a)    shares of Common Stock issued on a pro rata basis pursuant to a
stock split, subdivision or dividend;

        (b)    shares of Common Stock issued in connection with a bona fide
business acquisition of or by the Company, whether by merger, consolidation,
sale of assets, sale or exchange of stock or otherwise;

        (c)    shares of Common Stock issued to a corporation, partnership,
educational institution or other entity in connection with a research and
development partnership or licensing or other collaborative arrangement between
the Company and such institution or entity; or

        (d)    shares of Common Stock (or options, warrants or other rights to
purchase such shares of Common Stock) issuable or issued to employees,
consultants or directors of this corporation, upon the express approval of the
Board of Directors, whether issued or issuable after the Closing Date;



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and provided, further, however, that the aggregate number of shares of Common
Stock issued pursuant to Sections 4.1(a), 4.1(b) and 4.1(c) shall not exceed, on
a cumulative basis, ten percent (10%) of the outstanding shares of Common Stock
as of the date hereof. As used herein, "Person" means any individual,
partnership, joint venture, firm, corporation, association, trust or other
entity or any government or political subdivision or agency, department or
instrumentality thereof.

        4.2.   Exchange of Stock Certificates. Promptly upon surrender of any
certificates representing Shares at the office of the Company, the Company will,
at its expense, execute and deliver to the Purchaser a new certificate or
certificates in denominations specified by the Purchaser for an aggregate number
of Shares equal to the number of Shares represented by the certificates
surrendered.

        4.3.   Lost, Stolen, Destroyed or Mutilated Stock Certificates. Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of any certificate for Shares and, in the case of loss, theft or
destruction, upon delivery of an indemnity satisfactory to the Company (which,
in the case of the Purchaser may be an undertaking by the Purchaser to so
indemnify the Company), or, in the case of mutilation, upon surrender and
cancellation thereof, the Company will issue a new certificate of like tenor for
a number of Shares equal to the number of Shares represented by the certificate
lost, stolen, destroyed or mutilated.

        4.4.   Poison Pill. The Company shall not adopt a shareholder rights
plan, poison pill or similar device, nor shall it adopt any provision in its
articles of incorporation, by-laws or other constituent document which (a)
prohibits the acquisition of shares beyond a specific threshold by a shareholder
or (b) provides benefits to other shareholders upon the



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acquisition by a shareholder of shares in excess of a specific threshold, unless
such rights plan, poison pill or similar device includes, as an express term
thereof, an exemption for the Purchaser from (i) the prohibition of the
acquisition of shares or (ii) the effect triggered by an acquisition of shares
in excess of a specific threshold and the Company shall not amend any such
rights plan, poison pill or similar device or its articles of incorporation,
by-laws or other constituent document to remove the exemption granted the
Purchaser herein.

                  V. COVENANTS OF THE PURCHASER AND THE COMPANY

        5.1.   Public Disclosure and Confidentiality. Each party hereby agrees
that, prior to the Closing, except as required by applicable law (or under the
rules and regulations of the Nasdaq Stock Market (or any national securities
exchange on which the Common Stock is listed)), no press release or public
announcement or communication will be made or caused to be made concerning the
execution or performance of this Agreement, the terms hereof or the transactions
contemplated hereby unless specifically approved in advance by both parties. In
the event that a party views disclosure as required by applicable law (or the
rules and regulations of the Nasdaq Stock Market or any such national stock
exchange) as contemplated by the previous sentence, such disclosing party shall
provide a copy of such disclosure to the other party within a reasonable period
of time prior to such disclosure.

        5.2.   Restrictions on Transfer. (a) The rights contained in this
Agreement, including the registration rights, may be transferred by the
Purchaser only to one of its "Affiliates", as determined under Rule 12b-2 of the
General Rules and Regulations under the Exchange Act. Prior to such transfer,
the Company shall be furnished with prior written notice of the name and address
of such transferee, the Company shall give its prior written consent to



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such transfer, which consent shall not be unreasonably withheld, and such
transferee shall agree to be bound by the terms and provisions of this
Agreement.

        (b)    Except pursuant to the requirements of Rule 144, the Shares may
not be sold or otherwise disposed of except as follows:

               (i)    to a person or persons who, in the opinion of counsel
        reasonably satisfactory to the Company, is a person to whom the Shares
        may legally be transferred without registration and without the delivery
        of a current prospectus with respect thereto; or

               (ii)   to any person upon delivery of a prospectus then meeting
        the requirements of the Securities Act relating to such securities (as
        to which a registration statement under the Securities Act shall then be
        in effect) and the offering thereof for such sale or disposition.

        5.3.   Efforts to Consummate; Further Actions. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use its
reasonable best efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable to consummate the
transactions contemplated by this Agreement.

                             VI. REGISTRATION RIGHTS

        The Company covenants and agrees to provide the following registration
rights:

        6.1.   "Piggyback" Registration. If, at any time while the Purchaser
shall hold shares of Common Stock, the Company proposes to file a registration
statement relating to the offering of any of its capital stock under the
Securities Act (other than (i) a registration statement required to be filed in
respect of employee benefit plans of the Company on Form S-8 or any similar form
from time to time in effect, (ii) any registration statement on Form S-4 or
similar successor form, or (iii) a registration statement relating to a
transaction pursuant to Rule 145 of



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the Securities Act), whether or not for sale for its own account, the Company
shall, at least twenty-one days (or if such twenty-one day period is not
practicable, then a reasonable shorter period which shall not be less than seven
days) prior to such filing, give written notice of such proposed filing to the
Purchaser. Upon receipt by the Company not more than seven days (unless the
notice given to the Purchaser pursuant to the previous sentence is less than ten
days, in which case such seven-day period shall be shortened to five days) after
such notice of a written request from the Purchaser for registration of
Purchaser's Stock (as hereinafter defined), (i) the Company shall, subject to
Section 6.3, include such Purchaser's Stock in such registration statement, and
shall use all reasonable efforts to cause such registration statement to become
effective with respect to such Purchaser's Stock, unless the managing
underwriter therefor concludes in its reasonable judgment that the number of
securities requested to be included in such registration exceeds the number
which can reasonably be sold in (or during the time of) such offering, in which
case the Company may (i) include all securities initially proposed by the
Company to be sold for its own account and (ii) decrease the number of shares of
Purchaser's Stock and any other securities (other than securities included by
virtue of clause (i) above) proposed to be sold to the extent necessary to
reduce the number of securities to be included in the registration to the level
recommended by the managing underwriter; provided, however, that there shall be
no such decrease in the number of shares of Purchaser's Stock unless the number
of shares of Purchaser's Stock and such other securities (other than the
securities included by virtue of clause (i) above) proposed to be sold has been
decreased on a pro rata basis, calculated according to the number of shares of
Purchaser's Stock and other securities requested to be included by the
respective holders of each. "Purchaser's Stock" means any shares of Common Stock
held by the Purchaser or its affiliates.



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        6.2.   Demand Registration. In the event that, subsequent to 180 days
following the Closing Date, the Company shall receive at any time or from time
to time a written request from the Purchaser requesting the Company to register
any shares of Purchaser's Stock under the Securities Act on Form S-3 (or if the
Company is not eligible to use Form S-3, then on Form S-1 or S-2), or any other
similar form then in effect, the Company agrees that it will use all reasonable
efforts to cause the prompt registration of all shares of Purchaser's Stock as
to which such request is made (or will amend or supplement an effective
registration statement to include Purchaser's Stock) provided; however; that the
Company shall in no event be required to register shares of Purchaser's Stock
pursuant to this Section 6.2 unless the number of such shares of Purchaser's
Stock exceeds twenty-five thousand (25,000). The Company may postpone for a
limited time, which in no event shall be longer than 45 days, compliance with a
request for registration pursuant to this Section 6.2 if (i) the Company shall
have given notice to the Purchaser of the occurrence of a Suspension Event (as
hereinafter defined) or (ii) the Company is conducting a public offering of
capital stock and the managing underwriter concludes in its reasonable judgment
that such compliance would materially adversely affect such offering.
Notwithstanding anything in this Section 6.2 to the contrary, the Company shall
not be required to prepare or cause to be prepared audited financial statements
of the Company other than those prepared in the normal course of the Company's
business at its fiscal year end.

        6.3.   General Provisions. (a) As long as the Purchaser owns at least
twenty five thousand (25,000) shares of Common Stock, the Company will use all
reasonable efforts to cause any registration statement referred to in Sections
6.1 and 6.2 to become effective and to remain effective (with a prospectus at
all times meeting the requirement of the 1933 Act), subject, however, to the
Company's suspension rights set forth in Section 6.7(b). The Company



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will use all reasonable efforts to effect such qualifications under applicable
Blue Sky or other state securities laws as may be reasonably requested by the
Purchaser (provided that the Company shall not be obligated to file a general
consent to service of process or qualify to do business as a foreign corporation
or otherwise subject itself to taxation in any jurisdiction solely for the
purpose of any such qualification) to permit or facilitate such sale or other
distribution. The Company will cause the Purchaser's Stock to be listed on the
principal stock exchange on which the shares of Common Stock are listed.

        (b)    The Purchaser agrees, if requested by the managing underwriter or
underwriters in an underwritten offering (an "Offering"), not to effect any
public sale or distribution of any of the securities of the Company of any class
included in such Offering, including a sale pursuant to Rule 144 or Rule 144A
under the Securities Act (except as part of such Offering), during the 15-day
period prior to, and during the 90-day period beginning on, the date of pricing
of each Offering, to the extent timely notified in writing by the Company or the
managing underwriters. Furthermore, notwithstanding anything to the contrary set
forth in the Agreement, the Company's obligation under this Agreement to cause a
registration statement and any filings with any state securities commission to
be made or to become effective or to amend or supplement such registration
statement shall be suspended in the event and during such period as the Company
is proceeding with an Offering if the Company is advised by the underwriters
that the sale of shares of Purchaser's Stock under such registration statement
would have a material adverse effect on the Offering.

        (c)    Following the effectiveness of a registration statement and the
filings with any state securities commissions, the Purchaser agrees that it will
not effect any sales of the Purchaser's Stock pursuant to such registration
statement or any such filings at any time after it



                                       16
<PAGE>   20

has received notice from the Company to suspend sales (i) as a result of the
occurrence or existence of any Suspension Event, or (ii) so that the Company may
amend or supplement such registration statement or such filing. The Purchaser
may recommence effecting sales of the Purchaser's Stock pursuant to the
registration statement or such filings following further notice to such effect
from the Company, which notice shall be given by the Company not later than
three (3) business days after the conclusion of any such Suspension Event or
amendment or supplement.

        6.4.   Information, Documents, Etc. Upon making a request for
registration pursuant to Sections 6.1 or 6.2, the Purchaser shall furnish to the
Company such information regarding its holdings and the proposed manner of
distribution thereof as the Company may reasonably request and as shall be
required in connection with any registration, qualification or compliance
referred to in this Article VI. The Company agrees that it will furnish to the
Purchaser the number of prospectuses, offering circulars or other documents, or
any amendments or supplements thereto, incident to any registration,
qualification or compliance referred to in this Article VI as the Purchaser from
time to time may reasonably request.

        6.5.   Expenses. The Company will bear all expenses of registrations
(including amendments and supplements related thereto) pursuant to Sections 6.1
and 6.2 (in each case, other than underwriting discounts and commissions and
brokerage commissions and fees, if any, payable with respect to shares of
Purchaser's Stock sold by the Purchaser, and fees and expenses of any
accountants, counsel or other parties retained or employed by holders of
Purchaser's Stock) including, without limitation, registration fees, printing
expenses, expenses of compliance with Blue Sky or other state securities laws,
and legal and audit fees incurred by the Company in connection with such
registration and amendments or supplements in connection therewith.



                                       17
<PAGE>   21

        6.6.   Cooperation. In connection with any registration of Purchaser's
Stock pursuant to this Article VI, the Company agrees to:

        (a)    enter into such customary agreement (including an underwriting
agreement containing such representations and warranties by the Company and such
other terms and provisions, including indemnification provisions, as are
customarily contained in underwriting agreements for comparable offerings and,
if no underwriting agreement is entered into, an indemnification agreement on
such terms as is customary in transactions of such nature) and take all such
other actions as the Purchaser or the underwriters, if any, participating in
such offering and sale may reasonably request in order to expedite or facilitate
such offering and sale;

        (b)    furnish, at the request of the Purchaser or any underwriters
participating in such offering and sale, (i) a comfort letter or letters, dated
the date of the final prospectus with respect to the Purchaser's Stock and/or
the date of the closing for the sale of the Purchaser's Stock from the
independent certified public accountants of the Company and addressed to the
Purchaser and any underwriters participating in such offering and sale, which
letter or letters shall state that such accountants are independent with respect
to the Company within the meaning of Rule 1.01 of the Code of Professional
Ethics of the American Institute of Certified Public Accountants and shall be in
form reasonably satisfactory to the managing underwriter (or, if none, to the
Purchaser) and shall cover matters of the type customarily covered in "cold
comfort" letters in connection with transactions of a similar nature for similar
entities and (ii) an opinion, dated the date of the closing for the sale of the
Purchaser's Stock, of the counsel representing the Company with respect to such
offering and sale (which counsel may be the General Counsel of the Company or
other counsel reasonably satisfactory to the Purchaser), addressed to the
Purchaser and any such underwriters, which opinion shall be in form reasonably 


                                       18
<PAGE>   22
satisfactory to the managing underwriter (or, if none, to the Purchaser) and
shall address such matters as are customary in transactions of a similar nature
for similar entities;

        (c)    make available for inspection by the Purchaser, the underwriters,
if any, participating in such offering and sale (which inspecting underwriters
shall, if reasonably possible, be limited to any manager or managers for such
participating underwriters), the counsel for the Purchaser, one accountant or
accounting firm retained by the Purchaser and any such underwriters, or any
other agent retained by the Purchaser or such underwriters, all financial and
other records, corporate documents and properties of the Company, and supply
such additional information, as they shall reasonably request; provided that any
such party shall keep the contents thereof confidential in the manner prescribed
by Section 5.1.

        6.7.   Action to Suspend Effectiveness; Supplement to Registration
Statement. (a) The Company will notify the Purchaser and its counsel promptly of
(i) any action by the Commission to suspend the effectiveness of the
registration statement covering the Purchaser's Stock or the institution or
threatening of any proceeding for such purpose (a "stop order") or (ii) the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Purchaser's Stock for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. Immediately upon
receipt of any such notice, the Purchaser shall cease to offer or sell any
Purchaser's Stock pursuant to the registration statement in the jurisdiction to
which such stop order or suspension relates. The Company will use all reasonable
efforts to prevent the issuance of any such stop order or the suspension of any
such qualification and, if any such stop order is issued or any such
qualification is suspended, to obtain as soon as possible the withdrawal or
revocation thereof, and will notify the Purchaser and its counsel at the



                                       19
<PAGE>   23

earliest practicable date of the date on which the Purchaser may offer and sell
Purchaser's Stock pursuant to the registration statement.

        (b)    Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to cause the
registration of Purchaser's Stock and any filings with any state securities
commission to be made or to become effective or to amend or supplement a
registration statement shall be suspended in the event and during such period
that there are pending negotiations relating to, or consummation of, a
transaction or the occurrence of an event that would require additional
disclosure of material information by the Company in such registration statement
or such filing (such circumstances being hereinafter referred to as a
"Suspension Event") that would make it impractical or inadvisable to cause such
registration statement or such filings to be made or to become effective or to
amend or supplement such registration statement, but such suspension shall
continue only for so long as such event or its effect is continuing but in no
event will that suspension exceed forty-five (45) days. Immediately upon receipt
by the Purchaser of notice of a Suspension Event, the Purchaser shall cease to
offer or sell any Purchaser's Stock pursuant to such registration statement,
cease to deliver or use such registration statement and, if so requested by the
Company, return to the Company, at its expense, all copies (other than permanent
file copies) of such registration statement.

        (c)    In the event the Company shall determine that it is necessary to
amend or supplement any registration statement relating to Purchaser's Stock,
the Company will furnish copies of such proposed amendment or supplement to the
Purchaser and its counsel and will not file or distribute such amendment or
supplement without the prior consent of the Purchaser, which consent shall not
be unreasonably withheld.



                                       20
<PAGE>   24

        6.8.   Indemnification . In the event any Purchaser's Stock is included
in a registration statement under this Article VI:

        (a)    To the full extent permitted by law, the Company will indemnify
and hold harmless the Purchaser and each subsequent holder of Purchaser's Stock
as set forth in Section 9.3(d) hereof (each, a "Holder") and the affiliates of
such Holder, and their respective directors, officers, employees, general and
limited partners, members, agents and representatives (and the directors,
officers, affiliates and controlling Persons thereof), and each other Person, if
any, who controls such Holder within the meaning of the Securities Act or the
Exchange Act, from and against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Securities Act,
the Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus, any final prospectus contained therein or any amendments or
supplements thereto, (ii) any omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company in connection with the registration of Purchaser's Stock under the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law; and the Company will pay to each such Holder, affiliate or
controlling Person, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, that the indemnity agreement contained in this
Section 6.8(a) shall not apply to amounts paid in settlement of any



                                       21
<PAGE>   25

such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable hereunder in any such case for any
such loss, claim, damage, liability or action to the extent that it arises out
of or is based upon a Violation which occurs in reliance upon and in conformity
with written information furnished expressly for use in connection with such
registration by the Purchaser or controlling Person; and provided, further, that
the Company shall not be liable hereunder in any such case to the extent it is
determined that any such loss, claim, damage, liability or expense arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made:

               (A)    in any such preliminary prospectus, if (I) it was the
        responsibility of such Holder to provide the Person asserting such loss,
        claim, damage, liability or expense with a current copy of the
        prospectus and such Holder failed to deliver or cause to be delivered a
        copy of the prospectus to such Person after the Company had furnished
        such Holder with a sufficient number of copies of the same and (II) the
        prospectus corrected such untrue statement or omission; or

               (B)    in such prospectus, if such untrue statement or omission
        is corrected in an amendment or supplement to such prospectus and the
        Holder thereafter fails to deliver the prospectus as so amended or
        supplemented prior to or concurrently with the sale of Purchaser's Stock
        to the Person asserting such loss, claim, damage, liability or expense
        after the Company had furnished such Holder with a sufficient number
        copies of the same.

        Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Holder or any such director, officer,
employee,



                                       22
<PAGE>   26

general or limited partner, member, agent, representative or controlling Person
and shall survive the transfer of such securities by such Holder. Each Holder
shall furnish such information regarding itself or the claim in question as the
Company may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.

        (b)    To the full extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each Person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other Holder selling securities in such registration statement and any
controlling Person of any such underwriter or other Holder, against any losses,
claims, damages or liabilities (joint or several) to which any of the foregoing
Persons may become subject, under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon (i) any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration or (ii) an untrue
statement or alleged untrue statement or omission or alleged omission made in
the circumstances described in clauses (A) or (B) of Section 6.8(a); and each
such Holder will pay, as incurred, any legal or other expenses reasonably
incurred by any Person intended to be indemnified pursuant to this Section
6.8(b), in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, that the indemnity agreement contained in
this Section 6.8(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld;



                                       23
<PAGE>   27

provided, that, in no event shall any indemnity under this Section 6.8(b) exceed
the gross proceeds from the offering received by such Holder; and provided,
further, that the obligation to provide indemnification pursuant to this Section
6.8(b) shall be several, and not joint and several, among such indemnifying
parties. Such indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such director, officer,
representative or controlling Person and shall survive the transfer of such
securities by such prospective Seller.

        (c)    Promptly after receipt by an indemnified party under this Section
6.8 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 6.8, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel selected by the
indemnifying party or parties. The failure to deliver written notice to the
indemnifying party within a reasonable time after the indemnifying party first
learns of the commencement of any such action, if materially prejudicial to its
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 6.8 to the extent of such
prejudice, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 6.8. The indemnified party shall have
the right, but not the obligation, to participate in the defense of any action
referred to above through counsel of its own choosing and shall have the right,
but not the obligation, to assert any and all separate defenses, cross claims or
counterclaims which it may have, and the fees and



                                       24
<PAGE>   28

expenses of such counsel shall be at the expense of such indemnified party
unless (i) the employment of such counsel has been specifically authorized in
advance by the indemnifying party, (ii) there is a conflict of interest that
prevents counsel for the indemnifying party from adequately representing the
interests of the indemnified party or there are defenses available to the
indemnified party that are different from, or additional to, the defenses that
are available to the indemnifying party, or (iii) the indemnifying party fails
to assume the defense or does not reasonably contest such action in good faith,
in which case, if the indemnified party notifies the indemnifying party that it
elects to employ separate counsel, the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party
and the reasonable fees and expenses of such separate counsel shall be borne by
the indemnifying party; provided, however, that, the indemnifying party shall
not, in connection with any proceeding or related proceedings, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to one
firm acting as local counsel) for all indemnified parties.

        (d)    Contribution. If for any reason (other than the reasons expressly
specified in this Section 6.8) the foregoing indemnity and payment obligation is
unavailable or is insufficient to hold harmless an indemnified party under
paragraphs (a) or (b) of this Section 6.8, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of any loss, claim, damage or liability (or actions or proceedings in respect
thereof), including, without limitation, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, action or proceeding, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the indemnified party on the other. The relative fault shall be
determined by reference to, among other things, whether the action in question,
including any



                                       25
<PAGE>   29

untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact has been taken or made by, or relates to
information supplied by, the indemnifying party or the indemnified party and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, untrue statement or omission. If, however, the
allocation provided in the second preceding sentence is not permitted by
applicable law, or if the allocation provided in the second preceding sentence
provides a lesser sum to the indemnified party than the amount hereinafter
calculated, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative fault but also the relative benefits to the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations. The parties agree that it would not be just and
equitable if contributions pursuant to this Section 6.8(d) were to be determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the preceding sentences
of this Section 6.8(d). Notwithstanding anything in this Section 6.8(d) to the
contrary, no indemnifying party (other than the Company) shall be required
pursuant to this Section 6.8(d) to contribute any amount in excess of the gross
proceeds received by such indemnifying party from the sale of Purchaser's Stock
in the offering to which the losses, claims, damages or liabilities of the
indemnified parties relate. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

        (e)    The obligations of the Company and the Holders under this Section
6.8 shall survive the completion of any offering of Purchaser's Stock in a
registration statement under this Article VI.



                                       26
<PAGE>   30

        (f)    Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement (if
any) entered into in connection with any underwritten public offering of the
Purchaser's Stock are in conflict with the foregoing provisions, the provisions
in such underwriting agreement shall control.

                              VII. INDEMNIFICATION

        7.1.   Indemnification by the Company. The Company shall indemnify and
hold the Purchaser and each of its members, employees, officers and agents
harmless from and against any and all losses, claims, damages or liabilities
whatsoever (including legal fees and expenses) incurred by any of them based
upon, resulting from or arising out of any material breach of any
representation, warranty, covenant or agreement of the Company contained in this
Agreement.

        7.2.   Indemnification by the Purchaser. The Purchaser shall indemnify
and hold the Company and each of its employees, directors, officers and agents
harmless from and against any and all losses, claims, damages or liabilities
whatsoever (including legal fees and expenses) incurred by any of them resulting
from or arising out of any material breach of any representation, warranty,
covenant or agreement of the Purchaser contained in this Agreement.

                                VIII. TERMINATION

        8.1    Termination. (a) This Agreement may be terminated and the
transactions contemplated herein may be abandoned at any time prior to the
Closing:

               (i)    by the Company or the Purchaser, if the Closing has not
        occurred by September 12, 1997;

               (ii)   by mutual written consent of the Company and the
        Purchaser;

               (iii)  by the Company, if there has been a material
        misrepresentation or breach of warranty on the part of the Purchaser in
        the representations and warranties contained herein or



                                       27
<PAGE>   31

        a material breach of covenants on the part of the Purchaser and the same
        has not been cured within 30 days after notice thereof;

               (iv)   by the Purchaser, if there has been a material
        misrepresentation or breach of warranty on the part of the Company in
        the representations and warranties contained herein or a material breach
        of covenants on the part of the Company and the same has not been cured
        within 30 days after notice thereof; or

               (v)    by either the Purchaser or the Company, if any court,
        administrative body or governmental agency shall have issued a final
        order, decree or ruling or taken any other action permanently enjoining,
        restraining or otherwise prohibiting the transactions contemplated by
        this Agreement and such order, decree, ruling or other action shall have
        become final and nonappealable, provided that the party seeking to
        terminate shall have used its best efforts to appeal such order, decree,
        ruling or other action.

        (b)    Notwithstanding anything herein to the contrary, the right to
terminate this Agreement under this Section 8.1 shall not be available to any
party to the extent the failure of such party to fulfill any of its obligations
under this Agreement has been the cause of, or resulted in, the failure of the
Closing to occur on or before such date (as a result, for example, of an action
or failure to act causing a failure of a condition precedent).

        (c)    A party terminating this Agreement pursuant to this Section 8.1
shall give written notice thereof to the other party hereto, whereupon this
Agreement shall terminate and be of no further force and effect, the
transactions contemplated hereby shall be abandoned without further action by
any party and there shall be no liability on the part of the Company or the
Purchaser, except as provided in Section 9.7 hereof and except for any liability
for any willful



                                       28
<PAGE>   32

breach hereof; provided however that the provisions of Sections 7.1 and 7.2
shall survive any such termination.

                             IX. GENERAL PROVISIONS

        9.1.   Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation conducted or notice or knowledge obtained by
or on behalf of any party hereto, each representation and warranty in this
Agreement and each agreement or covenant in this Agreement which does not by its
own terms expire on or prior to the Closing shall survive the Closing without
limitation as to time, except as specifically referred to herein.

        9.2.   Notices. Any notice, request, instruction or other document to be
given hereunder by a party hereto shall be in writing and shall be deemed to
have been given, (i) when received if given in Person, or (ii) on the date of
transmission if sent by nationally recognized overnight courier, certified or
registered mail, return receipt requested or (iii) three days after being
deposited in the U.S. mail, postage prepaid:

        (a)    if to the Purchaser, addressed as follows:

               Ross Financial Corporation
               P.O. Box 31363
               Seven Mile Beach
               Grand Cayman, Cayman Islands
               British West Indies
               Attention:  Kenneth B. Dart

               with a copy to:

               Cleary, Gottlieb, Steen & Hamilton
               One Liberty Plaza
               New York, New York  10006
               Attention:  Lee C. Buchheit, Esq.



                                       29
<PAGE>   33

        (b)    if to the Company, addressed as follows:

               DepoTech Corporation
               10450 Science Center Drive,
               San Diego, California 92121
               Attention:  Edward L. Erickson

               with a copy to:

               Brobeck, Phleger & Harrison LLP
               550 West C Street
               Suite 1300
               San Diego, California 92101
               Attention:  Faye H. Russell, Esq.

or to such other individual or address as a party hereto may designate for
itself by notice given as herein provided.

        9.3.   General. (a) This Agreement (including the documents and
instruments referred to or incorporated herein) constitutes the entire
agreement, and supersedes all of the prior agreements and undertakings, both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof.

        (b)    This Agreement is not intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder other than as
contemplated in Article VI, Article VII and Section 9.3(d) and shall not be
assigned by any party by operation of law or otherwise.

        (c)    This Agreement may be executed in two or more counterparts which
together shall constitute a single agreement.

        (d)    This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, heirs and permitted assigns. This
Agreement is not assignable except by consent of each of the parties hereto or
by operation of law. Any purported assignment of this Agreement in violation of
this Section 9.3 shall be null and void.



                                       30
<PAGE>   34

        9.4.   Governing Law. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

        (b)    Each party agrees that any proceeding relating to this Agreement
shall be brought in a state court of New York. Each party hereby consents to
personal jurisdiction in any such action brought in any such New York court,
consents to service of process by mail made upon such party and such party's
agent and waives any objection to venue in any such New York court or to any
claim that any such New York court is an inconvenient forum.

        9.5.   Severability of Provisions. If any provision or any portion of
any provision of this Agreement or the application of any such provision or any
portion thereof to any Person or circumstance, shall be held invalid or
unenforceable, to the extent permitted by law, the remaining portion of such
provision and the remaining provisions of this Agreement, or the application of
such provision or portion of such provision as is held invalid or unenforceable
to Persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby.

        9.6.   Captions. All section titles or captions contained in this
Agreement are for convenience only, shall not be deemed a part of this Agreement
and shall not affect the meaning or interpretation of this Agreement. All
references herein to Sections shall be deemed references to such parts of this
Agreement, unless the context shall otherwise require.

        9.7.   Expenses. Except as otherwise expressly provided in this
Agreement, each party hereto shall pay its own expenses incidental to the
preparation of this Agreement, the



                                       31
<PAGE>   35

carrying out of the provisions hereof and the consummation of the transactions
contemplated hereby.

        9.8.   Equitable Relief. Each party acknowledges that, in the event of
any breach of this Agreement by a party, the other party would be irreparably
and immediately harmed and could not be made whole by monetary damages. It is
accordingly agreed that such other party, in addition to any other remedy to
which it may be entitled, shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to compel specific
performance of this Agreement. Any requirements for the securing or posting of
any bond with respect to such remedy are hereby waived by each of the parties
hereto.

        9.9.   Definitions. The following terms shall have the respective
meanings specified in the indicated Sections of this Agreement:

Term                                                        Agreement Section
----                                                        -----------------

Agreement                                                      Recitals
Authority                                                        2.2
Board                                                            1.3(b)(ii)
Closing                                                          1.3(a)
Closing Date                                                     1.3(a)
Commission                                                       2.6
Common Stock                                                   Recitals
Company                                                        Recitals
Encumbrances                                                     1.1
Exchange Act                                                     2.4
Financial Statements                                             2.7(a)
Holder                                                           6.8(a)
Material Adverse Effect                                          2.1
Offering                                                         6.3(b)
Person                                                           4.1
Purchaser                                                      Recitals
Purchaser Material Adverse Effect                                1.3(c)
Purchaser's Stock                                                6.1
SEC Reports                                                      2.6
Securities Act                                                   3.5
Shares                                                         Recitals




                                       32
<PAGE>   36



Stop Order                                                       6.7(a)
Suspension Event                                                 6.7(b)












                                       33
<PAGE>   37

        IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Agreement as of the date first above written.

                                       DEPOTECH CORPORATION




                                       By: /s/ Edward L. Erickson
                                           ------------------------------------
                                           Name:  Edward L. Erickson
                                           Title: President/CEO


                                       ROSS FINANCIAL CORPORATION




                                       By: /s/ Kenneth B. Dart
                                           ------------------------------------
                                           Name:  Kenneth B. Dart
                                           Title: President