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                                                                    Exhibit 10.1

                                                                  EXECUTION COPY
                                                                  --------------

                                    DDi Corp.

                                  $100,000,000

                  6.25% Convertible Subordinated Notes Due 2007

                               Purchase Agreement

                                                              New York, New York
                                                                  March 26, 2002

J.P. Morgan Securities, Inc.
Robertson Stephens, Inc.
c/o J.P. Morgan Securities, Inc.
277 Park Avenue
9th Floor
New York, New York  10013

Ladies and Gentlemen:

          DDi Corp., a corporation organized under the laws of the State of
Delaware (the "Company"), proposes to issue and sell to J.P. Morgan Securities,
Inc. and Robertson Stephens, Inc. (the "Initial Purchasers"), $100,000,000
principal amount of its 6.25% Convertible Subordinated Notes Due 2007 (the "Firm
Securities"). The Company also proposes to grant to the Initial Purchasers an
option to purchase up to $15,000,000 additional principal amount of such
Subordinated Notes (the "Option Securities" and, together with the Firm
Securities, the "Securities"). The Securities will be convertible into shares of
common stock of the Company, par value $.01 per share (the "Common Stock"). The
Securities are to be issued under an indenture (the "Indenture"), in the form
attached hereto as Exhibit A, between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee"). The Securities and the Common Stock
issuable upon conversion of the Securities have the benefit of a registration
rights agreement (the "Registration Rights Agreement"), in the form attached
hereto as Exhibit B, between the Company and the Initial Purchasers, pursuant to
which the Company has agreed to register the resale of the Securities under the
Act subject to the terms and conditions therein specified. The use of the neuter
in this Agreement shall include the feminine and masculine wherever appropriate.
Certain terms used herein are defined in Section 17 hereof.

          The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Act in reliance upon exemptions
from the registration requirements of the Act.

          In connection with the sale of the Securities, the Company has
prepared a preliminary offering memorandum, dated March 25, 2002 (as amended or
supplemented at the Execution Time, including any and all exhibits thereto and
any information incorporated by

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reference therein, the "Preliminary Memorandum"), and a final offering
memorandum, dated March 26, 2002 (as amended or supplemented at the Execution
Time, including any and all exhibits thereto and any information incorporated by
reference therein, the "Final Memorandum"). Each of the Preliminary Memorandum
and the Final Memorandum sets forth certain information concerning the Company
and the Securities. The Company hereby confirms that it has authorized the use
of the Preliminary Memorandum and the Final Memorandum, and any amendment or
supplement thereto, in connection with the offer and sale of the Securities by
the Initial Purchasers. Unless stated to the contrary, any references herein to
the terms "amend," "amendment" or "supplement" with respect to the Final
Memorandum shall be deemed to refer to and include any information filed under
the Exchange Act subsequent to the Execution Time which is incorporated by
reference therein.

          1. Representations and Warranties. The Company represents and warrants
             ------------------------------
to the Initial Purchasers as set forth below in this Section 1.

          (a) The Preliminary Memorandum, at the date thereof, did not contain
     any untrue statement of a material fact or 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. At the Execution Time, on the
     Closing Date and on any settlement date with respect to the Option
     Securities, the Final Memorandum did not, and will not (and any amendment
     or supplement thereto, at the date thereof, at the Closing Date and on any
     settlement date, will not), contain any untrue statement of a material fact
     or 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; provided, however, that the Company makes no representation or
     warranty as to the information contained in or omitted from the Preliminary
     Memorandum or the Final Memorandum, or any amendment or supplement thereto,
     in reliance upon and in conformity with information furnished in writing to
     the Company by or on behalf of the Initial Purchasers specifically for
     inclusion therein.

          (b) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf has, directly or indirectly, made offers or
     sales of any security, or solicited offers to buy any security, under
     circumstances that would require the registration of the Securities or of
     the Common Stock issuable upon conversion thereof under the Act; provided
     that the Company makes no such representation or warranty with respect to
     the Initial Purchasers or any of their Affiliates.

          (c) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf has engaged in any form of general
     solicitation or general advertising (within the meaning of Regulation D) in
     connection with any offer or sale of the Securities in the United States;
     provided that the Company makes no such representation or warranty with
     respect to the Initial Purchasers or any of their Affiliates.

          (d) The Securities satisfy the eligibility requirements of Rule
     144A(d)(3) under the Act.

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          (e) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf has engaged in any directed selling efforts
     with respect to the Securities, and each of them has complied with the
     offering restrictions requirement of Regulation S; provided that the
     Company makes no such representation or warranty with respect to the
     Initial Purchasers or any of their Affiliates. Terms used in this paragraph
     have the meanings given to them by Regulation S.

          (f) The Company is not, and after giving effect to the offering and
     sale of the Securities and the application of the proceeds thereof as
     described in the Final Memorandum will not be, an "investment company"
     within the meaning of the Investment Company Act.

          (g) The Company is subject to, and in full compliance with, the
     reporting requirements of Section 13 or Section 15(d) of the Exchange Act.
     The documents incorporated by reference in the Preliminary Memorandum or
     the Final Memorandum, when they were filed with the Commission, conformed
     in all material respects to the requirements of the Exchange Act and the
     rules and regulations of the Commission thereunder, and none of such
     documents contained an untrue statement of a material fact or omitted to
     state a 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 Preliminary Memorandum or the Final
     Memorandum or any further amendment or supplement thereto, when such
     documents become effective or are filed with the Commission, as the case
     may be, will conform in all material respects to the requirements of the
     Act or the Exchange Act, as applicable, and the rules and regulations of
     the Commission thereunder and will not contain an 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 not misleading.

          (h) The Company has not paid or agreed to pay to any person any
     compensation for soliciting another to purchase the Securities of the
     Company (except as contemplated by this Agreement).

          (i) Neither the Company nor any of its directors, officers or
     Affiliates has taken, or will take, directly or indirectly, any action
     designed to cause or result in, or which has constituted or which might
     reasonably be expected to constitute, under the Exchange Act or otherwise,
     the stabilization or manipulation of the price of any security of the
     Company to facilitate the sale or resale of the Securities.

          (j) Except in each case as described in the Preliminary Memorandum and
     the Final Memorandum, since the date of the latest audited financial
     statements included in the Preliminary Memorandum and the Final Memorandum,
     there has been no material adverse change, nor any development or event
     involving a prospective material adverse change, in the condition
     (financial or other), business, properties or results of operations of the
     Company and its subsidiaries taken as a whole, and, except as disclosed in
     or contemplated by the Preliminary Memorandum and the Final Memorandum,
     there has been no dividend or distribution of any kind declared, paid or
     made by the Company on any class of its capital stock.

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          (k) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Delaware,
     with power and authority (corporate and other) to own its properties and
     conduct its business as described in the Final Memorandum; and the Company
     is duly qualified to do business as a foreign corporation in good standing
     in all other jurisdictions 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, individually or in the aggregate,
     have a material adverse effect on the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries, taken as a whole ("Material Adverse Effect").

          (l) Each subsidiary of the Company has been duly incorporated and is
     validly existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation, with power and authority (corporate and
     other) to own its properties and conduct its business as described in the
     Final Memorandum; and each subsidiary of the Company is duly qualified to
     do business as a foreign corporation in good standing in all other
     jurisdictions 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, individually or in the aggregate, have a Material
     Adverse Effect; all of the issued and outstanding capital stock of each
     subsidiary of the Company has been duly authorized and validly issued and
     is fully paid and non-assessable; and the capital stock of each subsidiary
     owned by the Company, directly or through subsidiaries, is owned free from
     liens, encumbrances and defects, except as described in the Final
     Memorandum under the caption "Description of Indebtedness--Dynamic Details
     Senior Credit Facility."

          (m) As of December 31, 2001, the Company had an authorized
     capitalization as set forth in the Final Memorandum under the heading
     "Capitalization" in the column entitled "Actual;" and, except as described
     in the Final Memorandum, upon completion of the issue and sale of the
     Securities and the use of the proceeds therefrom as contemplated in the
     Final Memorandum, the Company will have the capitalization as set forth in
     the Final Memorandum under the heading "Capitalization" in the column
     entitled "As Adjusted."

          (n) The Company and its subsidiaries possess adequate certificates,
     authorizations or permits issued by appropriate governmental agencies or
     bodies necessary to conduct business now operated by them and have not
     received any notice of proceedings relating to the revocation or
     modification of any such certificate, authority or permit that, if
     determined adversely to the Company or any of its subsidiaries, would
     individually or in the aggregate have a Material Adverse Effect.

          (o) The Indenture has been duly authorized and, assuming due
     authorization, execution and delivery thereof by the Trustee, when executed
     and delivered by the Company, will constitute a legal, valid and binding
     instrument, enforceable against the Company in accordance with its terms
     (subject, as to the enforcement of remedies, to applicable bankruptcy,
     reorganization, insolvency, moratorium or other laws affecting creditors'
     rights generally from time to time in effect and to general principles of
     equity); the Securities have been duly authorized and, when the Securities
     are issued, delivered

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     and paid for pursuant to this Agreement on the Closing Date, the Securities
     will have been duly executed, authenticated, issued and delivered and will
     constitute legal, valid and binding obligations of the Company, enforceable
     against the Company in accordance with their terms and will be entitled to
     the benefits provided by the Indenture (subject, as to the enforcement of
     remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
     or other laws affecting creditors' rights generally from time to time in
     effect and to general principles of equity); and the Registration Rights
     Agreement has been duly authorized and, when executed and delivered by the
     Company, will constitute a legal, valid, binding and enforceable instrument
     of the Company (subject, as to the enforcement of remedies, to applicable
     bankruptcy, reorganization, insolvency, moratorium or other laws affecting
     creditors' rights generally from time to time in effect and to general
     principles of equity and subject, as to the enforcement of the
     indemnification provisions contained therein, to public policy to the
     extent the enforceability of any right to indemnification violates any law,
     rule or regulation).

          (p) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (q) When the Securities are delivered and paid for pursuant to this
     Agreement on the Closing Date, such Securities will be convertible into
     Common Stock in accordance with the terms of the Indenture; the Common
     Stock initially issuable upon conversion of such Securities has been duly
     authorized and reserved for issuance upon such conversion and, when issued
     upon such conversion, will be validly issued, fully paid and nonassessable;
     all outstanding shares of capital stock of the Company have been duly
     authorized and validly issued, are fully paid and nonassessable and conform
     to the description thereof contained in the Final Memorandum; and the
     stockholders of the Company have no preemptive rights with respect to the
     Securities or the Common Stock issuable upon conversion of the Securities.

          (r) No consent, approval, authorization or order of, or qualification
     with, any governmental body or agency is required for the performance by
     the Company of its obligations under this Agreement, the Registration
     Rights Agreement and the Indenture, except such as will be obtained under
     the Act and the Trust Indenture Act and such as may be required by the
     securities or blue sky laws of the various states in connection with the
     offer and sale of the Securities by the Initial Purchasers in the manner
     contemplated herein, in the Final Memorandum and in the Registration Rights
     Agreement; provided that the Company makes no such representation or
     warranty as it relates to the representations, warranties and agreements of
     the Initial Purchasers set forth in Section 4 of this Agreement.

          (s) The execution, delivery and performance by the Company of this
     Agreement, the Registration Rights Agreement, and the Indenture, and the
     consummation of the transactions herein or therein contemplated (including
     but not limited to the issuance and sale of the Securities by the Company
     and the use of the proceeds therefrom as described in the Final Memorandum
     and the issuance of Common Stock upon conversion thereof) will not result
     in a breach or violation of any of the terms and provisions of, or
     constitute a default under, (i) any statute, any rule, regulation or order
     of

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     any governmental agency or body or any court, domestic or foreign, having
     jurisdiction over the Company or any subsidiary of the Company or any of
     their properties, or (ii) any agreement or instrument to which the Company
     or any such subsidiary is a party or by which the Company or any such
     subsidiary is bound or to which any of the properties of the Company or any
     such subsidiary is subject, or (iii) the charter or by-laws of the Company
     or any such subsidiary, except in the case of (i) or (ii), for such breach
     or violation that would not, individually or in the aggregate, have a
     Material Adverse Effect.

          (t) Except as disclosed in the Final Memorandum, there are no pending
     actions, suits or proceedings against or affecting the Company or any of
     its subsidiaries or any of their respective properties that, if determined
     adversely to the Company or any of its subsidiaries, would individually or
     in the aggregate have a Material Adverse Effect, or would materially and
     adversely affect the ability of the Company to perform its obligations
     under, or to consummate the transactions contemplated by, this Agreement,
     the Indenture, the Registration Rights Agreement or the Final Memorandum;
     and no such actions, suits or proceedings are, to the Company's knowledge,
     threatened or contemplated.

          (u) Neither the Company nor any of its subsidiaries is in violation of
     its charter or by-laws, as the case may be, or in default (or would be in
     default with notice or lapse of time, or both) in the performance or
     observance of any material obligation, agreement, covenant or condition
     contained in any material bond, debenture, note or other evidence of
     indebtedness or in any material contract, indenture, mortgage, deed of
     trust, loan or credit agreement, lease, joint venture or other agreement or
     instrument to which the Company or any of its subsidiaries is a party or by
     which any of their properties may be bound, which default or defaults would
     have a Material Adverse Effect, or in violation of any law, order, rule,
     regulation, writ, injunction, judgment or decree of any court or
     governmental agency or body, the violation of which would have a Material
     Adverse Effect.

          (v) The Company and its subsidiaries have filed all federal, state,
     local and foreign tax returns that have been required to be filed and have
     paid all taxes shown thereon and all assessments received by them or any of
     them to the extent that such taxes have become due and are not being
     contested in good faith. Except as disclosed in the Final Memorandum, there
     is no tax deficiency that has been or might reasonably be expected to be
     asserted or, to the Company's knowledge, threatened against the Company or
     any of its subsidiaries, that would have a Material Adverse Effect.

          (w) The Company and its subsidiaries own, possess or can acquire on
     reasonable terms, adequate trademarks, trade names and other rights to
     inventions, know-how, patents, copyrights, confidential information and
     other intellectual property (collectively, "intellectual property rights")
     necessary to conduct the business now operated by them, or presently
     employed by them, and have not received any notice of infringement of or
     conflict with asserted rights of others with respect to any intellectual
     property rights that, if determined adversely to the Company or any of its
     subsidiaries, would individually or in the aggregate have a Material
     Adverse Effect.

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          (x) 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 such as are described in the Final
     Memorandum or such as would not have a Material Adverse Effect; and any
     material real property and buildings held under lease by the Company and
     its subsidiaries are held by them under valid, subsisting and enforceable
     leases with only such exceptions as would not have a Material Adverse
     Effect, in each case except as described in the Final Memorandum.

          (y) No subsidiary of the Company is currently prohibited, directly or
     indirectly, from paying any dividends to the Company, from making any other
     distribution on such subsidiary's capital stock, from repaying to the
     Company any loans or advances to such subsidiary from the Company or from
     transferring any of such subsidiary's property or assets to the Company or
     any other subsidiary of the Company, except as described in or contemplated
     by the Final Memorandum (exclusive of any amendment or supplement thereto).

          (z) Except as disclosed in the Final Memorandum, neither the Company
     nor any of its subsidiaries is in violation of any statute, any rule,
     regulation, decision or order of any governmental agency or body or any
     court, domestic or foreign, relating to the use, disposal or release of
     hazardous or toxic substances or relating to the protection or restoration
     of the environment or human exposure to hazardous or toxic substances
     (collectively, "environmental laws"), owns or operates any real property
     contaminated with any substance that is subject to any environmental laws,
     is liable for any off-site disposal or contamination pursuant to any
     environmental laws, or is subject to any claim relating to any
     environmental laws, which violation, contamination, liability or claim
     would individually or in the aggregate have a Material Adverse Effect; and
     the Company is not aware of any pending investigation which might lead to
     such a claim.

          (aa) No labor dispute with the employees of the Company or any of its
     subsidiaries exists or, to the knowledge of the Company, is imminent that
     might have a Material Adverse Effect.

          (bb) PricewaterhouseCoopers LLP, who has certified the financial
     statements of the Company, are independent public accountants as required
     by the Act and the Rules and Regulations. The financial statements
     (including the related notes) included in the Preliminary Memorandum and
     the Final Memorandum present fairly, in all material respects, the
     financial position of the Company and its consolidated subsidiaries as of
     the dates shown and its results of operations and cash flows for the
     periods shown, and such financial statements have been prepared in
     conformity with the generally accepted accounting principles in the United
     States applied on a consistent basis.

          (cc) Each employee benefit plan, within the meaning of Section 3(3) of
     the Employee Retirement Income Securities Act of 1974, as amended
     ("ERISA"), that is maintained, administered or contributed to by the
     Company or any of its subsidiaries for employees or former employees of the
     Company or any of its subsidiaries has been

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     maintained in compliance, in all material respects, with its respective
     terms and the requirements of any applicable statutes, order, rules and
     regulations, including but not limited to ERISA and the Internal Revenue
     Code of 1986, as amended (the "Code"), except for such non-compliance that
     would not result in a Material Adverse Effect. No prohibited transaction,
     within the meaning of Section 406 of ERISA or Section 4975 of the Code, has
     occurred with respect to any such plan, excluding transactions effected
     pursuant to a statutory or administrative exemption or transactions that
     would not have a Material Adverse Effect. For each such plan that is
     subject to the funding rules of Section 412 of the Code or Section 302 of
     ERISA, no "accumulated funding deficiency," as defined in Section 412 of
     the Code, has been incurred, whether or not waived, and the fair market
     value of the assets of each such plan (excluding for these purposes accrued
     but unpaid contributions) exceeded the present value of all benefits
     accrued under such plan determined using reasonable actuarial assumptions.

          (dd) The Company and each of its subsidiaries maintain a system of
     internal accounting controls that, taken as a whole, are sufficient to
     provide reasonable assurance that (i) transactions are executed in
     accordance with management's general or specific authorizations; (ii)
     transactions are recorded as necessary to permit preparation of financial
     statements in conformity with generally accepted accounting principles and
     to maintain accountability for assets; (iii) access to assets is permitted
     only in accordance with management's general or specific authorization; and
     (iv) the recorded accountability for assets is compared with the existing
     assets at reasonable intervals and appropriate action is taken with respect
     to any differences.

          (ee) The Company and each of its subsidiaries maintain insurance of
     the types and in the amounts that the Company reasonably deems adequate for
     their respective businesses, including, without limitation, insurance
     coverage on real and personal property owned or leased by them against
     theft, damage, destruction, acts of vandalism and all other material risks
     customarily insured against, all of which insurance is in full force and
     effect. Neither the Company nor any of its subsidiaries has any reason to
     believe that it will not be able to renew existing insurance coverage as
     and when such coverage expires or to obtain similar coverage from similar
     insurers as may be necessary to continue its respective business.

          (ff) There are no contracts or documents which are required to be
     described in the Company's Annual Report on Form 10-K for the year ended
     December 31, 2001 (the "2001 Annual Report"), or to be attached thereto as
     an exhibit, which have not been so described, incorporated by reference as
     an exhibit thereto or attached as an exhibit thereto; provided, however,
     that contracts or documents required to be described in Part III of the
     2001 Annual Report will be incorporated by reference to the Company's Proxy
     Statement relating to the annual meeting of stockholders to be held in
     2002.

          (gg) 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 Act with respect to any
     securities of the Company owned or to be owned by such person, except as
     described in the Final Memorandum.

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          (hh) The Common Stock into which the Securities are convertible, upon
     issuance, will be listed for trading on the The Nasdaq Stock Market's
     National Market.

          Any certificate signed by any officer of the Company and delivered to
the Initial Purchasers or counsel for the Initial Purchasers in connection with
the offering of the Securities shall be deemed a representation and warranty by
the Company, as to matters covered thereby, to each Initial Purchaser.

          2. Purchase and Sale. (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, to purchase from the Company, at a purchase price of
     96.75% of the principal amount thereof, plus accrued interest, if any, from
     April 2, 2002 to the Closing Date, the principal amount of Firm Securities
     set forth opposite such Initial Purchaser's name in Schedule I hereto.

          (b) Subject to the terms and conditions and in reliance upon the
     representations and warranties herein set forth, the Company hereby grants
     an option to the Initial Purchasers to purchase, severally and not jointly,
     the Option Securities at the same purchase price as the Initial Purchasers
     paid for the Firm Securities, plus accrued interest, if any, from April 2,
     2002 to the settlement date for the Option Securities. The option may be
     exercised in whole or in part at any time (but not more than once) on or
     before the 30th day after the date of the Final Memorandum upon written or
     telegraphic notice by the Initial Purchasers to the Company setting forth
     the number of Option Securities as to which the Initial Purchasers is
     exercising the option and the settlement date. Delivery of the Option
     Securities, and payment therefor, shall be made as provided in Section 3
     hereof. The principal amount of Option Securities to be purchased by each
     Initial Purchaser shall be the same percentage of the total number of
     Option Securities to be purchased by the Initial Purchasers as such Initial
     Purchaser is purchasing of the Firm Securities, subject to such adjustments
     as the Initial Purchasers shall deem advisable.

          3. Delivery and Payment. Delivery of and payment for the Firm
             --------------------
Securities and the Option Securities (if the option provided for in Section 2(b)
hereof shall have been exercised on or before the third Business Day prior to
the Closing Date) shall be made at 10:00 A.M., New York City time, on April 2,
2002, which date and time may be postponed by agreement between the Initial
Purchasers and the Company or as provided in Section 9 hereof (such date and
time of delivery and payment for the Securities being herein called the "Closing
Date"). Delivery of the Securities shall be made to the Initial Purchasers
against payment by the Initial Purchasers of the purchase price thereof to or
upon the order of the Company by wire transfer payable in same-day funds to the
account specified by the Company. Delivery of the Securities shall be made
through the facilities of The Depository Trust Company unless the Initial
Purchasers shall otherwise instruct.

          If the option provided for in Section 2(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Initial Purchasers on
the date specified by the Initial Purchasers (which shall be within three
Business Days after exercise of said option), for the respective

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account of the Initial Purchasers, against payment by the Initial Purchasers of
the purchase price thereof to or upon the order of the Company by wire transfer
payable in same-day funds to the account specified by the Company. If settlement
for the Option Securities occurs after the Closing Date, the Company will
deliver to the Initial Purchasers on the settlement date for the Option
Securities, and the obligation of the Initial Purchasers to purchase the Option
Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 hereof.

          4. Offering by Initial Purchasers. Each Initial Purchaser, severally
             ------------------------------
and not jointly, represents and warrants to and agrees with the Company that:

          (a) It has not offered or sold, and will not offer or sell, any
     Securities except (i) to those it reasonably believes to be qualified
     institutional buyers (as defined in Rule 144A under the Act) and that, in
     connection with each such sale, it has taken or will take reasonable steps
     to ensure that the purchaser of such Securities is aware that such sale is
     being made in reliance on Rule 144A, or (ii) in accordance with the
     restrictions set forth in Exhibit C hereto.

          (b) Neither it nor any person acting on its behalf has made or will
     make offers or sales of the Securities in the United States by means of any
     form of general solicitation or general advertising (within the meaning of
     Regulation D) in the United States.

          5. Agreements. The Company agrees with each Initial Purchasers that:
             ----------

          (a) The Company will furnish to the Initial Purchasers and to counsel
     for the Initial Purchasers, without charge, during the period referred to
     in paragraph (c) below, as many copies of the Final Memorandum and any
     amendments and supplements thereto as they may reasonably request.

          (b) The Company will not amend or supplement the Final Memorandum,
     other than by filing documents under the Exchange Act that are incorporated
     by reference therein, without the prior written consent of the Initial
     Purchasers, which consent will not be unreasonably withheld or delayed;
     provided, however, that, prior to the completion of the distribution of the
     Securities by the Initial Purchasers (as determined by the Initial
     Purchasers), the Company will not file any document under the Exchange Act
     that is incorporated by reference in the Final Memorandum unless, prior to
     such proposed filing, the Company has furnished the Initial Purchasers with
     a copy of such document for their review and the Initial Purchasers have
     not reasonably objected to the filing of such document. The Company will
     promptly advise the Initial Purchasers when any document filed under the
     Exchange Act that is incorporated by reference in the Final Memorandum
     shall have been filed with the Commission.

          (c) If at any time prior to the completion of the sale of the
     Securities by the Initial Purchasers, any event occurs as a result of which
     the Final Memorandum, as then amended or supplemented, would include any
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the

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     circumstances under which they were made, not misleading, or if it should
     be necessary to amend or supplement the Final Memorandum to comply with
     applicable law, the Company promptly (i) will notify the Initial Purchasers
     of any such event; (ii) subject to the requirements of paragraph (b) of
     this Section 5, will prepare an amendment or supplement that will correct
     such statement or omission or effect such compliance; and (iii) will supply
     any supplemented or amended Final Memorandum to the Initial Purchasers and
     counsel for the Initial Purchasers without charge in such quantities as
     they may reasonably request.

          (d) The Company will arrange, if necessary, for the qualification of
     the Securities for sale by the Initial Purchasers under the laws of such
     jurisdictions as the Initial Purchasers may designate and will maintain
     such qualifications in effect so long as required for the sale of the
     Securities; provided that in no event shall the Company be obligated to
     qualify to do business in any jurisdiction where it is not now so qualified
     or to take any action that would subject it to service of process in suits,
     other than those arising out of the offering or sale of the Securities, in
     any jurisdiction where it is not now so subject. The Company will promptly
     advise the Initial Purchasers of the receipt by the Company of any
     notification with respect to the suspension of the qualification of the
     Securities for sale in any jurisdiction or the initiation or threatening of
     any proceeding for such purpose.

          (e) For a period of two years from the Closing Date, the Company will
     not, and will not permit any of its Affiliates to, resell any Securities or
     the Common Stock issuable upon conversion thereof that have been acquired
     by any of them.

          (f) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf will, directly or indirectly, make offers or
     sales of any security, or solicit offers to buy any security, under
     circumstances that would require the registration of the Securities or the
     Common Stock issuable upon conversion thereof under the Act; provided that
     the Company makes no such agreement with respect to the Initial Purchasers
     or any of their Affiliates.

          (g) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf will engage in any form of general
     solicitation or general advertising (within the meaning of Regulation D) in
     connection with any offer or sale of the Securities in the United States;
     provided that the Company makes no such agreement with respect to the
     Initial Purchasers or any of their Affiliates.

          (h) So long as any of the Securities or the Common Stock issuable upon
     conversion thereof are "restricted securities" within the meaning of Rule
     144(a)(3) under the Act, the Company will, during any period in which it is
     not subject to and in compliance with Section 13 or 15(d) of the Exchange
     Act or it is not exempt from such reporting requirements pursuant to and in
     compliance with Rule 12g3-2(b) under the Exchange Act, provide to each
     holder of such restricted securities and to each prospective purchaser (as
     designated by such holder) of such restricted securities, upon the request
     of such holder or prospective purchaser, any information required to be
     provided by Rule 144A(d)(4) under the Act. This covenant is intended to be
     for the benefit of the holders,

     11

<PAGE>

     and the prospective purchasers designated by such holders, from time to
     time of such restricted securities. Any information provided by the Company
     pursuant to this Section 5(h) will not, at the date thereof, contain any
     untrue statement of a material fact or 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.

          (i) The Company will cooperate with the Initial Purchasers and use its
     best efforts to permit the Securities to be eligible for clearance and
     settlement through The Depository Trust Company.

          (j) The Company will reserve and keep available at all times, free of
     preemptive rights, the full number of shares of Common Stock issuable upon
     conversion of the Securities.

          (k) The Company will not for a period of 90 days following the
     Execution Time, without the prior written consent of J.P. Morgan Securities
     Inc., offer, pledge, sell or contract to sell, hedge, sell any option or
     contract to purchase, purchase any option or contract to sell, grant any
     option, right or warrant to purchase, lend or otherwise transfer or dispose
     of (or enter into any transaction which is designed to, or might reasonably
     be expected to, result in the disposition (whether by actual disposition or
     effective economic disposition due to cash settlement or otherwise) by the
     Company or any Affiliate of the Company or any person in privity with the
     Company or any Affiliate of the Company), directly or indirectly, or enter
     into any swap or other agreement that transfers to another, in whole or in
     part, any of the economic consequences of ownership of, or announce the
     offering of, any debt securities issued or guaranteed by the Company, any
     shares of Common Stock or any securities convertible into, or exchangeable
     for, shares of Common Stock; provided, however, that (i) the Company may
     issue and sell Common Stock or securities convertible into or exchangeable
     for Common Stock pursuant to any employee stock option plan or stock
     ownership plan of the Company in effect at the Execution Time, (ii) the
     Company may issue Common Stock issuable upon the conversion of securities
     or the exercise of warrants outstanding at the Execution Time, (iii) the
     Company may issue the Securities, (iv) the Company may issue Common Stock
     upon conversion of the Securities, (v) the Company may issue and sell up to
     one million shares of Common Stock or securities convertible into, or
     exchangeable for, Common Stock in connection with any strategic investor,
     lender, vendor, customer, lease or similar arrangement, the primary purpose
     of which is not to raise equity capital and (vi) the Company may issue
     Common Stock as full or partial consideration in connection with any of the
     Company's future acquisitions; provided that, the Initial Purchasers have
     received notice of such proposed issuances of Common Stock or securities
     convertible into, or exchangeable for, Common Stock pursuant to clauses (v)
     and (vi) in advance thereof and, provided further, that those who receive
     Common Stock or securities convertible into, or exchangeable for, Common
     Stock pursuant to such issuances must enter into lock-up agreements
     pursuant to which they may not offer, sell or contract to sell, hedge or
     otherwise dispose of, directly or indirectly, any of the Common Stock
     referred to in clauses (v) and (vi), or publicly disclose the intention to
     make any such offer, sale or disposition, without the prior written consent
     of the Initial Purchasers, for a period of 90 days following the Execution
     Time.

     12

<PAGE>

          (l) The Company will not take, directly or indirectly, any action
     designed to or which has constituted or which might reasonably be expected
     to cause or result, under the Exchange Act or otherwise, in stabilization
     or manipulation of the price of any security of the Company to facilitate
     the sale or resale of the Securities.

          (m) Between the date hereof and the Closing Date, the Company will not
     do or authorize any act or thing that would result in an adjustment of the
     Conversion Price (as defined in the Indenture).

          (n) The Company agrees to pay the costs and expenses relating to the
     following matters: (i) the preparation of the Indenture and the
     Registration Rights Agreement, the issuance of the Securities and the fees
     of the Trustee; (ii) the preparation, printing or reproduction of the
     Preliminary Memorandum and Final Memorandum and each amendment or
     supplement to either of them; (iii) the printing (or reproduction) and
     delivery (including postage, air freight charges and charges for counting
     and packaging) of such copies of the Preliminary Memorandum and Final
     Memorandum, and all amendments or supplements to either of them, as may, in
     each case, be reasonably requested for use in connection with the offering
     and sale of the Securities; (iv) the preparation, printing, authentication,
     issuance and delivery of certificates for the Securities, including any
     stamp or transfer taxes in connection with the original issuance and sale
     of the Securities; (v) the printing (or reproduction) and delivery of this
     Agreement, any blue sky memorandum and all other agreements or documents
     printed (or reproduced) and delivered in connection with the offering of
     the Securities; (vi) any registration or qualification of the Securities
     for offer and sale under the securities or blue sky laws of the several
     states (including filing fees and the reasonable fees and expenses of
     counsel for the Initial Purchasers relating to such registration and
     qualification); (vii) admitting the Securities for trading in the PORTAL
     Market; (viii) the transportation and other expenses incurred by or on
     behalf of Company representatives in connection with presentations to
     prospective purchasers of the Securities; (ix) the fees and expenses of the
     Company's accountants and the fees and expenses of counsel (including local
     and special counsel) for the Company; and (x) all other costs and expenses
     incident to the performance by the Company of its obligations hereunder. It
     is understood, however, that except as provided in Sections 5, 7 and 8 of
     this Agreement, the Initial Purchasers will pay all of their own costs and
     expenses, including the fees of their counsel.

          6. Conditions to the Obligations of the Initial Purchasers. The
             -------------------------------------------------------
obligations of the Initial Purchasers to purchase the Firm Securities and the
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein at
the Execution Time and on the Closing Date (and on any settlement date with
respect to the Securities), to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions:

          (a) The Company shall have requested and caused Timothy J. Donnelly,
     Esq., general counsel of the Company, and Paul, Hastings, Janofsky &
     Walker, LLP, counsel for the Company, to furnish to the Initial Purchasers
     opinions, dated the Closing Date and

     13

<PAGE>

     addressed to the Initial Purchasers, substantially in the form set forth in
     Exhibits D-1 and D-2, respectively.

          (b) The Initial Purchasers shall have received an opinion, dated the
     Closing Date, of Wragge & Co., English Counsel for the Company,
     substantially in the form set forth in Exhibit D-3.

          (c) The Initial Purchasers shall have received from Skadden, Arps,
     Slate, Meagher & Flom LLP, counsel for the Initial Purchasers, such opinion
     or opinions, dated the Closing Date and addressed to the Initial
     Purchasers, with respect to the issuance and sale of the Securities, the
     Indenture, the Registration Rights Agreement, the Final Memorandum (as
     amended or supplemented at the Closing Date) and other related matters as
     the Initial Purchasers may reasonably require, and the Company shall have
     furnished to such counsel such documents as they request for the purpose of
     enabling them to pass upon such matters.

          (d) The Company shall have furnished to the Initial Purchasers a
     certificate of the Company, signed by the principal financial or accounting
     officer of the Company, dated the Closing Date, regarding certain
     information contained in the Final Memorandum and a certificate of the
     Company, signed by the Chairman of the Board or the President and the
     principal financial or accounting officer of the Company, dated the Closing
     Date, to the effect that the signers of such certificate have carefully
     examined the Final Memorandum, any amendment or supplement to the Final
     Memorandum and this Agreement and that:

               (i) the representations and warranties of the Company in this
          Agreement are true and correct, and the Company has complied with all
          agreements and satisfied all conditions on its part to be performed or
          satisfied hereunder at or prior to the Closing Date; and

               (ii) subsequent to the date of the most recent financial
          statements included in the Final Memorandum (exclusive of any
          amendment or supplement thereto), there has been no material adverse
          change, nor any development or event involving a prospective material
          adverse change, in the condition (financial or other), prospects,
          earnings, business, properties or results of operations of the Company
          and its subsidiaries, taken as a whole, whether or not arising from
          transactions in the ordinary course of business, except as set forth
          in or contemplated by the Final Memorandum (exclusive of any amendment
          or supplement thereto).

          (e) The Initial Purchasers shall have received, on each of the
     Execution Time and the Closing Date, a letter dated as of the Execution
     Time or as of the Closing Date, as the case may be, in form and substance
     satisfactory to the Initial Purchasers, from PricewaterhouseCoopers LLP,
     independent public accountants, containing statements and information of
     the type ordinarily included in accountants' "comfort letters" with respect
     to the financial statements and certain financial information contained in
     the Final

     14

<PAGE>

     Memorandum. References to the Final Memorandum in this Section 6(e) include
     any amendment or supplement thereto at the date of the applicable letter.

          (f) At the Execution Time, the Company shall have furnished to the
     Initial Purchasers "lockup" letters, each substantially in the form of
     Exhibit E-1 hereto, from each of the persons or entities listed on Exhibit
     E-2 hereto, addressed to the Initial Purchasers.

          (g) Subsequent to the Execution Time or, if earlier, the dates as of
     which information is given in the Final Memorandum (exclusive of any
     amendment or supplement thereto), there shall not have been (i) any change
     or decrease specified in the letter or letters referred to in paragraph (e)
     of this Section 6; or (ii) any change, or any development involving a
     prospective change, in or affecting the condition (financial or other),
     prospects, earnings, business, properties or results of operations of the
     Company and its subsidiaries, taken as a whole, whether or not arising from
     transactions in the ordinary course of business, except as set forth in or
     contemplated in the Final Memorandum (exclusive of any amendment or
     supplement thereto) the effect of which, in any case referred to in clause
     (i) or (ii) above, is, in the sole judgment of the Initial Purchasers, so
     material and adverse as to make it impractical or inadvisable to market the
     Securities as contemplated by the Final Memorandum (exclusive of any
     amendment or supplement thereto).

          (h) The Securities shall have been designated as PORTAL-eligible
     securities in accordance with the rules and regulations of the NASD, and
     the Securities shall be eligible for clearance and settlement through The
     Depositary Trust Company.

          (i) Subsequent to the Execution Time, there shall not have been any
     decrease in the rating of any of the Company's debt securities by any
     "nationally recognized statistical rating organization" (as defined for
     purposes of Rule 436(g) under the Act) or any notice given of any intended
     or potential decrease in any such rating or of a possible change in any
     such rating that does not indicate the direction of the possible change.

          (j) Prior to the Closing Date, the Company shall have furnished to the
     Initial Purchasers such further information, certificates and documents as
     the Initial Purchasers may reasonably request.

          If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Initial Purchasers and counsel for the Initial Purchasers,
this Agreement and all obligations of the Initial Purchasers hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Initial
Purchasers. Notice of such cancellation shall be given to the Company in writing
or by telephone or facsimile confirmed in writing.

     15

<PAGE>

          The documents required to be delivered by this Section 6 will be
delivered at the office of counsel for the Initial Purchasers, at Four Times
Square, New York, New York 10036, on the Closing Date.

          7. Reimbursement of Expenses. If the sale of the Securities provided
             -------------------------
for herein is not consummated because any condition to the obligations of the
Initial Purchasers set forth in Section 6 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Initial Purchasers, the Company will reimburse the Initial Purchasers on
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been reasonably incurred by them in
connection with the proposed purchase and sale of the Securities.

          8. Indemnification and Contribution. (a) The Company agrees to
             --------------------------------
     indemnify and hold harmless each Initial Purchaser, the directors,
     officers, employees and agents of each Initial Purchaser and each person
     who controls any Initial Purchaser within the meaning of either the Act or
     the Exchange Act against any and all losses, claims, damages or
     liabilities, joint or several, to which they or any of them may become
     subject under the Act, the Exchange Act or other Federal or state statutory
     law or regulation, at common law or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon any untrue statement or alleged untrue statement of a
     material fact contained in the Preliminary Memorandum, the Final Memorandum
     (or in any supplement or amendment thereto) or any information provided by
     the Company to any holder or prospective purchaser of Securities pursuant
     to Section 5(h), or in any amendment thereof or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading, and agrees to reimburse each such indemnified
     party, as incurred, for any legal or other expenses reasonably incurred by
     them in connection with investigating or defending any such loss, claim,
     damage, liability or action; provided, however, that the Company will not
     be liable in any such case to the extent that any such loss, claim, damage
     or liability arises out of or is based upon any such untrue statement or
     alleged untrue statement or omission or alleged omission made in the
     Preliminary Memorandum or the Final Memorandum, or in any amendment thereof
     or supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by the Initial Purchasers specifically
     for inclusion therein; provided further, that with respect to any untrue
     statement or omission of material fact made in any Preliminary Memorandum,
     the indemnity agreement contained in this Section 8(a) shall not inure to
     the benefit of any Initial Purchaser from whom the person asserting any
     such loss, claim, damage or liability purchased the Securities concerned,
     to the extent that any such loss, claim, damage or liability of such
     Initial Purchaser occurs under circumstances where it shall have been
     determined by a court of competent jurisdiction by final and nonappealable
     judgment that (x) the Company had previously furnished copies of the Final
     Memorandum to the Initial Purchasers, (y) the untrue statement or omission
     of a material fact contained in the Preliminary Memorandum was corrected in
     the Final Memorandum and (z) there was not sent or given to such person, at
     or prior to the written confirmation of the sale of such Securities to such
     person, a copy of

     16

<PAGE>

     the Final Memorandum. This indemnity agreement will be in addition to any
     liability which the Company may otherwise have.

          (b) Each Initial Purchaser, severally and not jointly, agrees to
     indemnify and hold harmless the Company, each of its directors, officers,
     employees and agents, and each person who controls the Company within the
     meaning of either the Act or the Exchange Act, to the same extent as the
     foregoing indemnity from the Company to each Initial Purchaser, but only
     with reference to written information relating to the Initial Purchaser
     furnished to the Company by or on behalf of such Initial Purchaser
     specifically for inclusion in the Preliminary Memorandum or the Final
     Memorandum (or in any amendment or supplement thereto). This indemnity
     agreement will be in addition to any liability which any Initial Purchaser
     may otherwise have. The Company acknowledges that the statements set forth
     in the last paragraph of the cover page regarding the delivery of the
     Securities and, under the heading "Plan of Distribution," the paragraph
     related to stabilization, syndicate covering transactions and penalty bids
     in the Preliminary Memorandum and the Final Memorandum, constitute the only
     information furnished in writing by or on behalf of the Initial Purchasers
     for inclusion in the Preliminary Memorandum or the Final Memorandum (or in
     any amendment or supplement thereto).

          (c) Promptly after receipt by an indemnified party under this Section
     8 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 8, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the indemnifying party
     (i) will not relieve it from liability under paragraph (a) or (b) above
     unless and to the extent it did not otherwise learn of such action and such
     failure results in the forfeiture by the indemnifying party of substantial
     rights and defenses; and (ii) will not, in any event, relieve the
     indemnifying party from any obligations to any indemnified party other than
     the indemnification obligation provided in paragraph (a) or (b) above. The
     indemnifying party shall be entitled to appoint counsel of the indemnifying
     party's choice at the indemnifying party's expense to represent the
     indemnified party in any action for which indemnification is sought (in
     which case the indemnifying party shall not thereafter be responsible for
     the fees and expenses of any separate counsel retained by the indemnified
     party or parties except as set forth below); provided, however, that such
     counsel shall be reasonably satisfactory to the indemnified party.
     Notwithstanding the indemnifying party's election to appoint counsel to
     represent the indemnified party in an action, the indemnified party shall
     have the right to employ separate counsel (including local counsel), and
     the indemnifying party shall bear the reasonable fees, costs and expenses
     of such separate counsel if (i) the use of counsel chosen by the
     indemnifying party to represent the indemnified party would present such
     counsel with a conflict of interest; (ii) the actual or potential
     defendants in, or targets of, any such action include both the indemnified
     party and the indemnifying party and the indemnified party shall have
     reasonably concluded that there may be legal defenses available to it
     and/or other indemnified parties which are different from or additional to
     those available to the indemnifying party; (iii) the indemnifying party
     shall not have employed counsel reasonably satisfactory to the indemnified
     party to represent the indemnified party within a reasonable time after
     notice of the institution of such action; or (iv) the indemnifying party
     shall authorize the indemnified party to employ separate

     17

<PAGE>

     counsel at the expense of the indemnifying party. An indemnifying party
     will not, without the prior written consent of the indemnified parties,
     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.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
     of this Section 8 is unavailable to or insufficient to hold harmless an
     indemnified party for any reason, the Company and the Initial Purchasers
     agree to contribute to the aggregate losses, claims, damages and
     liabilities (including legal or other expenses reasonably incurred in
     connection with investigating or defending same) (collectively "Losses") to
     which the Company and one or more of the Initial Purchasers may be subject
     in such proportion as is appropriate to reflect the relative benefits
     received by the Company on the one hand and by the Initial Purchasers on
     the other from the offering of the Securities; provided, however, that in
     no case shall any Initial Purchaser (except as may be provided in any
     agreement among the Initial Purchasers relating to the offering of the
     Securities) be responsible for any amount in excess of the purchase
     discount or commission applicable to the Securities purchased by such
     Initial Purchaser hereunder. If the allocation provided by the immediately
     preceding sentence is unavailable for any reason, the Company and the
     Initial Purchasers shall contribute in such proportion as is appropriate to
     reflect not only such relative benefits but also the relative fault of the
     Company on the one hand and of the Initial Purchasers on the other in
     connection with the statements or omissions which resulted in such Losses,
     as well as any other relevant equitable considerations. Benefits received
     by the Company shall be deemed to be equal to the total net proceeds from
     the offering (before deducting expenses) received by it, and benefits
     received by the Initial Purchasers shall be deemed to be equal to the total
     purchase discounts and commissions. Relative fault shall be determined by
     reference to, among other things, whether any untrue or any alleged untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information provided by the Company on the one
     hand or the Initial Purchasers on the other, the intent of the parties and
     their relative knowledge, information and opportunity to correct or prevent
     such untrue statement or omission. The Company and the Initial Purchasers
     agree that it would not be just and equitable if contribution were
     determined by pro rata allocation or any other method of allocation which
     does not take account of the equitable considerations referred to above.
     Notwithstanding the provisions of this paragraph (d), no person guilty of
     fraudulent misrepresentation (within the meaning of Section 11(f) of the
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. For purposes of this Section 8, each
     person who controls the Initial Purchasers within the meaning of either the
     Act or the Exchange Act and each director, officer, employee and agent of
     an Initial Purchaser shall have the same rights to contribution as an
     Initial Purchaser, and each person who controls the Company within the
     meaning of either the Act or the Exchange Act and each officer, director,
     employee and agent of the Company shall have the same rights to
     contribution as the Company, subject in each case to the applicable terms
     and conditions of this paragraph (d).

     18

<PAGE>

          9. Default by an Initial Purchaser. If any one of the Initial
             -------------------------------
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its obligations under this Agreement,
the remaining Initial Purchaser shall be obligated to take up and pay for the
Securities which the defaulting Initial Purchaser agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of Securities
which the defaulting Initial Purchaser agreed but failed to purchase shall
exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto,
the remaining Initial Purchaser shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Initial Purchaser does not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Initial
Purchaser or the Company. In the event of a default by any Initial Purchaser as
set forth in this Section 9, the Closing Date shall be postponed for such
period, not exceeding five Business Days, as the Initial Purchasers shall
determine in order that the required changes in the Final Memorandum or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Initial Purchaser of its liability, if
any, to the Company or any nondefaulting Initial Purchaser for damages
occasioned by its default hereunder.

          10. Termination. This Agreement shall be subject to termination in the
              -----------
absolute discretion of the Initial Purchasers, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or The Nasdaq Stock Market or trading in securities generally on
the New York Stock Exchange or The Nasdaq Stock Market shall have been suspended
or limited or minimum prices shall have been established on such Exchange or
Market, as the case may be; (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities; or (iii) there shall have
occurred any outbreak or escalation of hostilities, including acts of terrorism,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is 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 as contemplated by
the Final Memorandum (exclusive of any amendment or supplement thereto).

          11. Representations and Indemnities to Survive. The respective
              ------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Initial Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Initial Purchasers or the Company
or any of the officers, directors or controlling persons referred to in Section
8 hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

          12. Notices. All communications hereunder will be in writing and
              -------
effective only on receipt, and, if sent to the Initial Purchasers, will be
mailed, delivered or telefaxed to J.P. Morgan Securities, Inc., 60 Wall Street,
New York, New York 10260, Attention: Travis Epes, Esq., Managing Director and
Associate General Counsel, facsimile (212) 270-7487, with a copy to Skadden,
Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036,
Attention Phyllis G. Korff, Esq., facsimile (917) 777-2694; or, if sent to the
Company, will be mailed, delivered or telefaxed to it at 1220 Simon Circle,
Anaheim, California 92806,

     19

<PAGE>

Attention: Timothy J. Donnelly, Esq., General Counsel, facsimile (714) 688-7619,
with a copy to Paul, Hastings, Janofsky & Walker LLP, 695 Town Center Drive,
17th Floor, Costa Mesa, California 92626, Attention: John F. Della Grotta, Esq.,
facsimile (714) 668-6310.

          13. Successors. This Agreement will inure to the benefit of and be
              ----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and,
except as expressly set forth in Section 5(h) hereof, no other person will have
any right or obligation hereunder.

          14. Applicable Law. This Agreement will be governed by and construed
              --------------
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

          15. Counterparts. This Agreement may be executed in one or more
              ------------
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

          16. Headings. The section headings used herein are for convenience
              --------
only and shall not affect the construction hereof.

          17. Definitions. The terms which follow, when used in this Agreement,
              -----------
shall have the meanings indicated.

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

          "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in The City of New York.

          "Commission" shall mean the Securities and Exchange Commission.

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

          "Execution Time" shall mean, the date and time that this Agreement is
executed and delivered by the parties hereto.

          "Investment Company Act" shall mean the Investment Company Act of
1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

          "NASD" shall mean the National Association of Securities Dealers, Inc.

          "Regulation D" shall mean Regulation D under the Act.

          "Regulation S" shall mean Regulation S under the Act.

     20

<PAGE>

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

     21

<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement between
the Company and the Initial Purchasers.

                                                    Very truly yours,

                                                    DDI CORP.


                                                    By
                                                      --------------------------
                                                    Name:
                                                    Title:

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


J.P. MORGAN SECURITIES INC.


By
  ----------------------
   Name:
   Title:


ROBERTSON STEPHENS, INC.


By
  ----------------------
   Name:
   Title:

     22

<PAGE>

                                   SCHEDULE I

--------------------------------------------------------------------------------

         Initial Purchasers             Principal Amount of Firm Securities
         ------------------             -----------------------------------

                                                   To Be Purchased
                                                   ---------------

--------------------------------------------------------------------------------
J.P. Morgan Securities Inc. .........                $ 75,000,000

--------------------------------------------------------------------------------
Robertson Stephens, Inc. ............                $ 25,000,000

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
              Total .................                $100,000,000

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     23

<PAGE>

                                                                       EXHIBIT A

                                Form of Indenture
                                -----------------

     A-1

<PAGE>

                                                                       EXHIBIT B

                      Form of Registration Rights Agreement
                      -------------------------------------

     B-1

<PAGE>

                                                                       EXHIBIT C

          Selling Restrictions for Offers and Sales Outside the United States
          -------------------------------------------------------------------

          (1)(a) The Securities and the Stock issuable upon conversion thereof
have not been and will not be registered under the Act and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
persons except in accordance with Regulation S under the Act or pursuant to an
exemption from the registration requirements of the Act or unless registered
under the Act. The Initial Purchasers represent and agree that, except as
otherwise permitted by Section 4(a)(i) or (ii) of the Agreement to which this is
an exhibit, they have offered and sold the Securities, and will offer and sell
the Securities, (i) as part of their distribution at any time; and (ii)
otherwise until one year after the later of the commencement of the offering and
the Closing Date, only in accordance with Rule 903 of Regulation S under the
Act. Accordingly, each Initial Purchaser represents and agrees that neither it,
nor any of its Affiliates nor any person acting on its or their behalf has
engaged or will engage in any directed selling efforts with respect to the
Securities, and that it and they have complied and will comply with the offering
restrictions requirement of Regulation S. Each Initial Purchaser agrees that it
will not engage, directly or indirectly, in hedging transactions with regard to
the Securities or the shares of Common Stock issuable upon conversion thereof
prior to the expiration of one year after the later of the commencement of the
offering and the Closing Date unless in compliance with the Act. Each Initial
Purchaser agrees that, at or prior to the confirmation of sale of Securities
(other than a sale of Securities pursuant to Section 4(a)(i) or (ii) of the
Agreement to which this is an exhibit), it shall have sent to each distributor,
dealer or person receiving a selling concession, fee or other remuneration that
purchases Securities from it during the one-year distribution compliance period
a confirmation or notice to substantially the following effect:

          "The Securities covered hereby have not been registered under the U.S.
     Securities Act of 1933 (the "Act") and may not be offered or sold within
     the United States or to, or for the account or benefit of, U.S. persons (i)
     as part of their distribution at any time or (ii) otherwise until one year
     after the later of the commencement of the offering and April 2, 2002,
     except in either case in accordance with Regulation S or Rule 144A under
     the Act. Hedging transactions with regard to the Securities or the shares
     of Common Stock issuable upon conversion of the Securities may not be
     conducted, directly or indirectly, prior to the expiration of one year
     after the later of the commencement of the offering and April 2, 2002
     unless in compliance with the Act. Terms used above have the meanings given
     to them by Regulation S."

          (b) Each Initial Purchaser also represents and agrees that it has not
entered and will not enter into any contractual arrangement with any distributor
with respect to the distribution of the Securities, except with its Affiliates
or with the prior written consent of the Company.

          (c) Terms used in this section have the meanings given to them by
Regulation S.

          (2) Each Initial Purchaser represents and agrees that (i) it has not
offered or sold, and prior to the expiration of the period of six months from
the issue date of the Securities will not offer or sell, any Securities in the
United Kingdom, other than to persons whose ordinary

     C-1

<PAGE>

business it is to buy, hold, manage or dispose of investments (whether as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which do not constitute an offer to the public within the meaning
of the Public Offers of Securities Regulation 1995 or the Financial Services Act
1986 of the United Kingdom; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 of the United Kingdom
with respect to anything done by it in relation to the Securities in, from or
otherwise involving the United Kingdom and (iii) it has only issued or passed on
and will only issue or pass on, in the United Kingdom, any document received by
it in connection with the issue of the Securities, if that person is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom the document may
otherwise lawfully be issued or passed on.

     C-2

<PAGE>

                                                                     EXHIBIT D-1

               Form of Opinion to be Delivered by Timothy J. Donnelly, Esq.
               ------------------------------------------------------------

               (i) The outstanding shares of capital stock of the Company have
          been duly authorized and validly issued, are fully paid and
          nonassessable and conform to the description thereof contained in the
          Final Memorandum.

               (ii) The Company owns, directly or indirectly, all of the issued
          and outstanding capital stock of DDi Intermediate Holdings Corp., DDi
          Capital Corp. and Dynamic Details, Incorporated based on a review of
          the stock transfer records of each such corporation; Dynamic Details,
          Incorporated owns, directly or indirectly, all of the issued and
          outstanding capital stock of Dynamic Details, Incorporated Silicon
          Valley based on a review of the stock transfer records of such
          corporation.

               (iii) Except as disclosed in or specifically contemplated by the
          Final Memorandum, to such counsel's knowledge, there are no
          outstanding options or warrants or other rights calling for the
          issuance of any shares of capital stock of the Company or any security
          convertible into or exchangeable for capital stock of the Company.

               (iv) Except for the registration rights granted pursuant to that
          certain Stockholders Agreement, dated March 31, 2000, as amended by
          the Amendments thereto, dated October 2, 2000 and January 29, 2001,
          respectively, to such counsel's knowledge, no holder of any security
          of the Company has the right to require registration of securities in
          connection with the registration of the Securities pursuant to the
          Registration Rights Agreement.

     D-1-1

<PAGE>

                                                                     EXHIBIT D-2

     Form of Opinion to be Delivered by Paul, Hastings, Janofsky & Walker, LLP
     -------------------------------------------------------------------------

               (i) The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware, with the corporate power and authority to own or lease,
          as the case may be, and to operate its properties and conduct its
          business as described in the Final Memorandum.

               (ii) Each of the subsidiaries of the Company listed in Schedule A
          hereto is a corporation duly incorporated, validly existing and in
          good standing under the laws of the State of Delaware, and each such
          subsidiary is qualified as a foreign corporation in each jurisdiction
          listed in Schedule A attached hereto.

               (iii) Each of the subsidiaries of the Company listed in Schedule
          B hereto is a corporation duly incorporated, validly existing and in
          good standing under the laws of the State of California, and each such
          subsidiary is qualified as a foreign corporation in each jurisdiction
          listed in Schedule B attached hereto.

               (iv) The Indenture has been duly authorized, executed and
          delivered by the Company and, assuming the due execution and delivery
          thereof by the Trustee, constitutes a legal, valid and binding
          instrument enforceable against the Company in accordance with its
          terms (except to the extent that enforcement thereof may be limited by
          (a) bankruptcy, reorganization, insolvency, moratorium or other laws
          now or hereafter in effect relating to or affecting creditors' rights
          generally and (b) general principles of equity, regardless of whether
          enforcement is considered in a proceeding in equity or at law); the
          Securities delivered on the Closing Date have been duly authorized by
          the Company and conform in all material respects to the description
          thereof contained in the Final Memorandum; and the Securities, when
          executed and authenticated in accordance with the provisions of the
          Indenture and delivered to and paid for by the Initial Purchasers in
          accordance with the terms of this Agreement on the Closing Date will
          constitute valid and legally binding obligations of the Company
          enforceable against the Company in accordance with their terms (except
          to the extent that enforcement thereof may be limited by (a)
          bankruptcy, reorganization, insolvency, moratorium or other laws now
          or hereafter in effect relating to or affecting creditors' rights
          generally and (b) general principles of equity, regardless of whether
          enforcement is considered in a proceeding in equity or at law).

               (v) The Securities delivered on the Closing Date are convertible
          into shares of Common Stock of the Company in accordance with the
          terms of the Indenture; the shares of Common Stock initially issuable
          upon conversion of such Securities have been duly authorized and
          reserved for issuance upon such conversion and, when issued and
          delivered in accordance with the provisions of the Securities and the
          Indenture upon such conversion, will be validly issued, fully paid and
          nonassessable and will conform in all material respects to the
          description thereof contained in the Final Memorandum.

     D-2-1

<PAGE>

               (vi) The Registration Rights Agreement has been duly authorized,
          executed and delivered by the Company and constitutes a valid and
          legally binding instrument enforceable against the Company (except to
          the extent that enforcement thereof may be limited by (a) bankruptcy,
          reorganization, insolvency, moratorium or other laws now or hereafter
          in effect relating to or affecting creditors' rights generally, (b)
          general principles of equity, regardless of whether enforcement is
          considered in a proceeding in equity or at law and (c) public policy
          to the extent the enforceability of any right to indemnification
          violates any law, rule or regulation).

               (vii) This Agreement has been duly authorized, executed and
          delivered by the Company.

               (viii) The statements in the Final Memorandum under the headings
          "Description of Notes," and "Description of Capital Stock," insofar as
          they purport to constitute a summary of the terms of the Securities,
          the Common Stock, the Preferred Stock of the Company and the documents
          and provisions of law referred to therein, and under the heading
          "Certain United States Federal Income Tax Considerations," insofar as
          they purport to describe the provisions of law referred to therein,
          fairly summarize the terms of the securities, matters, provisions of
          law or documents therein described.

               (ix) No consent, approval, authorization, order of, filing with
          or qualification with, any governmental body or agency is required
          under any New York, California or federal law or regulation for the
          performance by the Company of its obligations under this Agreement,
          the Registration Rights Agreement and the Indenture, except such as
          will be obtained under the Act and the Trust Indenture Act and such as
          may be required by the securities or blue sky laws or obligations of
          the various states in connection with the offer and sale of the
          Securities by the Initial Purchasers in the manner contemplated in
          this Agreement, in the Final Memorandum and in the Registration Rights
          Agreement (as to which such counsel expresses no opinion).

               (x) The execution, delivery and performance by the Company of
          this Agreement, the Registration Rights Agreement, and the Indenture,
          and the consummation of the transactions herein or therein
          contemplated (including but not limited to the issuance and sale of
          the Securities by the Company and the use of the proceeds therefrom as
          described in the Final Memorandum and the issuance of shares of Common
          Stock upon conversion thereof) will not (a) conflict with the
          Company's Certificate of Incorporation or By-Laws, (b) result in any
          violation of the Delaware General Corporation Law, the laws of the
          States of New York and California or the Federal laws of the United
          States of America (the "Requirements of Law") or (c) constitute a
          breach of or an event of default under the terms of any indenture or
          other agreement to which the Company or any of its subsidiaries is a
          party or bound which is attached or incorporated by reference as an
          exhibit to the Company's Annual Report on Form 10-K for the year ended
          December 31, 2001 (except that such counsel need not express any
          opinion with respect to clause (c)

                                      D-2-2

<PAGE>

          above as (i) to any indenture or other agreement governed by the laws
          of England as to which Wragge & Co., English counsel for the Company,
          is opining or as (ii) to any covenant, restriction or provision of any
          such agreement with respect to financial covenants, ratios or tests or
          any aspect of the financial condition or results of operations of the
          Company or any of its subsidiaries, and such counsel has assumed that
          all such agreements or instruments which are not governed by the laws
          of the State of New York or the State of California are governed by
          the laws of the State of New York), or to such counsel's knowledge,
          any judgment, order or decree applicable to the Company or any of its
          subsidiaries of any court, regulatory body, administrative agency,
          governmental body or arbitrator (collectively, "Orders") of the United
          States or the States of New York, California or Delaware having
          jurisdiction over the Company or any of its subsidiaries, which breach
          or default will have a Material Adverse Effect; provided, however,
          that such counsel's opinion expressed in this paragraph is based on
          such counsel's review of those Requirements of Law which, in such
          counsel's experience, are normally applicable to transactions of the
          type contemplated by this Agreement, the Registration Rights Agreement
          and the Indenture but without having made any special investigation
          concerning any other Requirements of Law, and those Orders
          specifically identified to such counsel by the Company as being Orders
          to which is it subject; provided, further, that such counsel need
          express no opinion with respect to the Federal or state securities or
          blue sky laws or regulations, antifraud laws or the rules and
          regulations of the National Association of Securities Dealers, Inc.

               (xi) The stockholders of the Company have no preemptive rights
          with respect to the Securities or the shares of Common Stock into
          which they are convertible, under the Certificate of Incorporation or
          By-Laws of the Company and the Delaware General Corporation Law or
          under any agreement or instrument attached or incorporated by
          reference as an exhibit to the Company's Annual Report on Form 10-K
          for the year ended December 31, 2001.

               (xii) Assuming the accuracy of the representations and warranties
          and compliance with the agreements contained herein, it is not
          necessary in connection with the offer, sale and delivery of the
          Securities to the Initial Purchasers under, or in connection with the
          conversion of the Securities into shares of Common Stock in the manner
          contemplated by this Agreement and the Indenture, as the case may be,
          to register the Securities under the Act or to qualify any indenture
          in respect of the Securities under the Trust Indenture Act.

               (xiii) The Company is not and, immediately after giving effect to
          the offering and sale of the Securities and the application of the
          proceeds thereof as described in the Final Memorandum, will not be, an
          "investment company" as defined in the Investment Company Act.

     Such counsel has not independently verified the accuracy, completeness or
fairness of the statements made or included in the Final Memorandum, except as
described in paragraph (viii) above. However, in connection with the preparation
by the Company of the Final

                                      D-2-3

<PAGE>

Memorandum, such counsel participated in various discussions and meetings with
the Initial Purchasers' representatives, officers and other representatives of
the Company, and representatives of the Company's independent public accountants
at which the contents of the Final Memorandum were discussed. No information has
come to such counsel's attention which causes such counsel to conclude that the
Final Memorandum contained at the Execution Time or contains as of the Closing
Date an untrue statement of a material fact or omitted or omits, as the case may
be, to state a material fact necessary to make statements therein, in the light
of the circumstances under which they were made, not misleading (except that
such counsel shall express no view as to any financial statements and notes
thereto, financial schedules and other financial information included therein or
exhibits to any document incorporated by reference in the Final Memorandum).

                                      D-2-4

<PAGE>

                                                                     EXHIBIT D-3

               Form of Opinion to be Delivered by Wragge & Co.
               -----------------------------------------------

          (i) DDi Europe Limited (the "Subsidiary") is a private limited company
     duly organized, validly existing and in good standing under the laws of
     England and Wales.

          (ii) The entire issued share capital of the Subsidiary is shown by its
     Register of Members as being legally owned by the Company.

          (iii) In connection with the proposed offering of Securities by the
     Company:

               (a) The issuance and sale by the Company of the Securities, the
          performance by the Company of its obligations under this Agreement and
          the use of the proceeds therefrom as described in the Final Memorandum
          will not violate any applicable law of England and Wales nor, to the
          extent that this firm is aware of (which it is not), any order, writ,
          injunction or decree of any court of England and Wales;

               (b) No authorizations or consents of any governmental entity of
          England and Wales are required under any applicable law of England and
          Wales to permit the Company to perform its obligations under this
          Agreement in connection with the sale of the Securities; and

               (c) The execution, delivery and performance by the Company of
          this Agreement, the Registration Rights Agreement, and the Indenture,
          and the consummation of the transactions herein or therein
          contemplated (including but not limited to the issuance and sale of
          the Securities by the Company and the use of the proceeds therefrom as
          described in the Final Memorandum and the issuance of shares of Common
          Stock upon conversion thereof) will not constitute a breach of or an
          event of default under the terms of any indenture or other agreement
          to which the Company or any of its subsidiaries is a party or bound
          which is attached or incorporated by reference as an exhibit to the
          Company's Annual Report on Form 10-K for the year ended December 31,
          2001 and which is governed by English law.

     D-3-1

<PAGE>

                                                                     EXHIBIT E-1

                             Form of Lock-Up Letter
                             ----------------------

                                                       March   , 2002
                                                             --

J.P. MORGAN SECURITIES INC.
277 Park Avenue
New York, NY 10172

     Re:  DDi Corp. - - Convertible Subordinated Notes due 2007

Ladies and Gentlemen:

The undersigned understands that you propose to enter into a Purchase Agreement
(the "Purchase Agreement") with DDi Corp., a Delaware corporation (the
"Company"), providing for the offering (the "Offering") by you (the "Initial
Purchaser"), of Convertible Subordinated Notes due 2007 of the Company (the
"Securities"). Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Purchase Agreement.

In consideration of the Initial Purchaser's agreement to purchase and make the
Offering of the Securities, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that,
without the prior written consent of J.P. Morgan Securities Inc., the
undersigned will not, during the period ending 90 days after the date of the
offering memorandum relating to the Offering (the "Offering Memorandum"), (i)
offer, pledge, announce the intention to sell, sell, contract to sell, hedge,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share
par value, of the Company (the "Common Stock") or any securities convertible
into or exercisable or exchangeable for Common Stock (including without
limitation, Common Stock which may be deemed to be beneficially owned by the
undersigned in accordance with the rules and regulations of the Securities and
Exchange Commission and securities which may be issued upon exercise of a stock
option or warrant), including the Securities or (2) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the Securities or the Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Securities
or Common Stock or such other securities, in cash or otherwise. In addition, the
undersigned agrees that, without the prior written consent of J.P. Morgan
Securities Inc., it will not, during the period ending 90 days after the date of
the Offering Memorandum, make any demand for or exercise any right with respect
to, the registration of any shares of Common Stock or any security convertible
into or exercisable or exchangeable for Common Stock.

In furtherance of the foregoing, except as otherwise provided herein, the
Company, and any duly appointed transfer agent for the registration or transfer
of the securities described herein, are hereby authorized to decline to make any
transfer of securities if such transfer would constitute a violation or breach
of this Letter Agreement.

     E-1-1

<PAGE>

Notwithstanding the foregoing, (i) gifts or (ii) transfers to (A) the
undersigned's immediate family or (B) a trust or partnership the beneficiaries
and sole partners of which are members of the undersigned's immediate family
and/or the undersigned, shall not be prohibited by this Letter Agreement if the
donee, trustee or transferee agrees in writing to be bound by the restrictions
contained herein in the same manner as this Letter Agreement applies to the
undersigned. For purposes of this Letter Agreement, "immediate family" shall
mean any relationship by blood, marriage or adoption, not more remote than first
cousin.

In addition, nothing contained herein shall prohibit the undersigned from
exercising options granted to the undersigned under the Company's stock option
plans, it being understood that the restrictions contained in this Letter
Agreement shall apply to the shares of Common Stock acquired upon such exercise
of options.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Letter Agreement. All authority herein
conferred or agreed to be conferred and any obligations of the undersigned shall
be binding upon the successors, assigns, heirs or personal representatives of
the undersigned.

The undersigned understands that, 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 Securities to be sold thereunder, the undersigned shall be
released from all obligations under this Letter Agreement.

The undersigned understands that the Initial Purchasers are entering into the
Purchase Agreement and proceeding with the Offering in reliance upon this Letter
Agreement.

                                      E-1-2

<PAGE>

This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of laws principles
thereof.

                                                    Very truly yours,

                                                    [NAME OF STOCKHOLDER]


                                                    By:
                                                        ------------------------
                                                        Name:
                                                        Title:

Accepted as of the date
first set forth above:

J.P. MORGAN SECURITIES INC.


By:
    ------------------------------
     Name:
     Title:

                                      E-1-3

<PAGE>

                                                                     EXHIBIT E-2

                    Persons Required to Sign Lock-Up Letters
                    ----------------------------------------

                            Bain Capital Fund V L.P.

                           Bain Capital Fund V-B, L.P.

                                 BCIP Associates

                           BCIP Trust Associates, L.P.

                                  Prescott Ashe

                                 Mark R. Benham

                                Edward W. Conard

                                  David Dominik

                                 Joseph P. Gisch

                                Robert Guezuraga

                                  Murray Kenney

                                Bruce D. McMaster

                               Stephen G. Pagliuca

                                 Terry L. Wright

                                 Stephen M. Zide

     E-2-1