<PAGE>

                                                                    EXHIBIT 10.1

                               PURCHASE AGREEMENT

            This Purchase Agreement (this "Agreement"), dated as of November 22,
2005, is by and among Windrose Medical Properties Trust, a Maryland real estate
investment trust (the "Company"), each Purchaser listed under the heading
"Direct Purchasers" on Schedule A (each, a "Direct Purchaser"), each Investment
Adviser listed under the heading "Investment Advisers" on the signature pages
hereto (each, an "Investment Adviser") who are entering into this Agreement on
behalf of themselves (as to Section 4 of this Agreement) and those Purchasers
which are a fund or individual or other investment advisory client of such
Investment Adviser listed under their respective names on Schedule B (each, a
"Client"), and each Broker-Dealer listed on Schedule C (each, a "Broker-Dealer")
which is entering into this Agreement on behalf of itself (as to Section 5 of
this Agreement) and those Purchasers which are customers for which it has power
of attorney to sign listed under their respective names on Schedule C (each, a
"Customer"). Each of the Customers, Direct Purchasers and Clients are referred
to herein as individually, a "Purchaser" and collectively, the "Purchasers."

            WHEREAS, the Purchasers desire to purchase from the Company (or
their Investment Advisers and Broker-Dealers desire to purchase on their behalf
from the Company), and the Company desires to issue and sell to each Purchaser
the number of shares (the "Offered Shares") of Common Shares of Beneficial
Interest, par value $0.01 per share, of the Company (the "Common Shares"), set
forth opposite the name of each Purchaser on Schedule A, Schedule B or Schedule
C, as the case may be, at a price per share of $14.10.

            NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

            1. Purchase and Sale. Subject to the terms and conditions hereof,
   the Investment Advisers and the Broker-Dealers (on behalf of Purchasers which
   are Clients and Customers, respectively) and the other Purchasers hereby
   severally and not jointly agree to purchase from the Company, and the Company
   agrees to issue and sell to the several Purchasers the number of Offered
   Shares set forth next to such Purchaser's name on Schedule A, Schedule B or
   Schedule C, as the case may be, at a price per share of $14.10 (the "Purchase
   Price") at the Closing (as defined below). The aggregate Purchase Price
   payable on the Closing Date in respect of all shares of Common Shares
   pursuant to this Purchase Agreement is set forth on Schedule D hereof.

            2. Representations and Warranties of Purchaser. Each Purchaser
   represents and warrants to the Company with respect to itself that:

            (a) Due Authorization. Such Purchaser has full power and authority
      to enter into this Agreement and is duly authorized to purchase the
      Offered Shares in the amount set forth opposite its name on Schedule A,
      Schedule B or Schedule C, as the case may be. This Agreement has been duly
      authorized by such Purchaser and duly executed and delivered by or on
      behalf of such Purchaser. This Agreement constitutes a legal, valid and
      binding agreement of such Purchaser, enforceable against such Purchaser in
      accordance with its terms except as may be limited by (i) the effect of
      bankruptcy,

<PAGE>

      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting the rights or remedies of creditors or (ii) the effect of
      general principles of equity, whether enforcement is considered in a
      proceeding in equity or at law and the discretion of the court before
      which any proceeding therefore may be brought (the "Enforceability
      Exceptions").

            (b) Prospectus and Prospectus Supplement. Such Purchaser has
      received a copy of the Company's Basic Prospectus dated February 2, 2004,
      the preliminary prospectus supplement dated November 14, 2005 and will
      have received before Closing the Prospectus Supplement dated November 22,
      2005 (each as defined below).

            (c) Ownership of Excess Shares of Capital Stock. As of the date
      hereof and after giving effect to the transaction contemplated hereby,
      such Purchaser, together with its subsidiaries and affiliates, does not
      own (beneficially or constructively) directly or indirectly more than 9.9%
      in number of shares or value, whichever is more restrictive, of any class
      or series of the issued and outstanding capital stock of the Company.
      Purchaser expressly acknowledges that the provisions of the Company's
      Declaration of Trust, filed with the Department of Assessments and
      Taxation of Maryland (the "SDAT") on August 6, 2002, as amended or
      supplemented, and including the Articles Supplementary filed with the SDAT
      on June 28, 2005 (the "Charter"), prohibit the ownership (beneficially or
      constructively) by such Purchaser (together with its subsidiaries
      and affiliates) directly or indirectly of more than 9.9% in number of
      shares or value, whichever is more restrictive, of the number of issued
      and outstanding Common Shares and not more than 9.9% in number of shares
      or value, whichever is more restrictive, of the number of issued and
      outstanding shares of any other class or series of the Company's capital
      stock and, in the event Purchaser's Common Shares acquired pursuant to
      this Agreement or otherwise exceed such ownership limitation, such number
      of shares of Common Shares beneficially or constructively owned by such
      Purchaser in excess of such ownership limit shall be automatically
      transferred to a Charitable Trust on the terms set forth in the Charter.

            3. Representations and Warranties of Company. The Company represents
      and warrants that:

            (a) The Company's Registration Statement (as defined below) was
      declared effective by the SEC (as defined below) and the Company has filed
      such post-effective amendments thereto as may be required under applicable
      law prior to the execution of this Agreement and each such post-effective
      amendment became effective. The SEC has not issued, nor to the Company's
      knowledge, has the SEC threatened to issue, a stop order with respect to
      the Registration Statement, nor has it otherwise suspended or withdrawn
      the effectiveness of the Registration Statement or to the Company's
      knowledge, threatened to do so, either temporarily or permanently. On the
      effective date, the Registration Statement complied in all material
      respects with the requirements of the Securities Act of 1933, as amended
      (the "Act") and the rules and regulations promulgated under the Act (the
      "Regulations"); at the effective date the Basic Prospectus (as defined
      below) complied, and at the Closing the Prospectus (as defined below) will
      comply, in all material respects with the requirements of the Act and the
      Regulations; each of the Basic

                                       -2-

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      Prospectus and the Prospectus as of its date and at the Closing Date did
      not, does not 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, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that the representations and warranties in this subsection shall
      not apply to statements in or omissions from the Prospectus made in
      reliance upon and in conformity with information furnished to the Company
      in writing by or on behalf of any of the Purchasers, or Cohen & Steers
      Capital Advisors, LLC and Robert W. Baird & Co. Incorporated, in their
      capacity as co-placement agents ("Co-Placement Agents"), any Investment
      Advisers or Broker-Dealers, or any of their respective affiliates,
      expressly for use in the Prospectus. As used in this Agreement, the term
      "Registration Statement" means the shelf registration statement on Form
      S-3 (File No. 333-112183), as declared effective by the Securities and
      Exchange Commission (the "SEC"), including exhibits, financial statements,
      schedules and documents incorporated by reference therein. The term "Basic
      Prospectus" means the prospectus included in the Registration Statement at
      the time it became effective. The term "Prospectus Supplement" means the
      prospectus supplement dated November 22, 2005 specifically relating to the
      Offered Shares as to be filed with the SEC pursuant to Rule 424 under the
      Act in connection with the sale of the Offered Shares hereunder. The term
      "Prospectus" means the Basic Prospectus and the Prospectus Supplement
      taken together. The term "preliminary prospectus" means the preliminary
      prospectus supplement dated November 14, 2005 and the Basic Prospectus
      used with such preliminary prospectus supplement in connection with the
      marketing of the Offered Shares. Any reference in this Agreement to the
      Registration Statement, the Prospectus or the preliminary prospectus shall
      be deemed to refer to and include the documents incorporated by reference
      therein as of the date hereof or the date of the Prospectus or the
      preliminary prospectus as the case may be, and any reference herein to any
      amendment or supplement to the Registration Statement or the Prospectus
      shall be deemed to refer to and include any documents filed after such
      date and through the date of such amendment or supplement under the
      Exchange Act, which, upon filing, are incorporated by reference into such
      Registration Statement or Prospectus prior to the completion of the
      offering of the Offered Shares (unless expressly stated otherwise) as
      required by paragraph (b) of Item 12 of Form S-3. The Company has filed
      all material contracts, agreements, indentures or other documents to which
      it or any of its Subsidiaries is a party that were required to be filed as
      an exhibit to its Annual Report on Form 10-K for the fiscal year ended
      December 31, 2004 or any subsequent Exchange Act filings prior to the date
      hereof.

            (b) Since the date as of which information is given in the
      Registration Statement and the Prospectus, except as otherwise stated
      therein, (i) there has been no material adverse change or any development
      which could reasonably be expected to give rise to a prospective material
      adverse change in or affecting the condition, financial or otherwise, or
      in the earnings, business affairs or, to the Company's knowledge, business
      prospects of the Company and the subsidiaries of the Company, if any (the
      "Subsidiaries") considered as one enterprise, whether or not arising in
      the ordinary course of business, (ii) there have been no transactions
      entered into by the Company or any of its Subsidiaries, other than those
      in the ordinary course of business, which are material with

                                       -3-

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      respect to the Company and its Subsidiaries considered as one enterprise,
      and (iii) other than regular quarterly dividends, there has been no
      dividend or distribution of any kind declared, paid or made by the Company
      on any class of its shares of equity securities.

            (c) The Company has been duly organized as a real estate investment
      trust and is validly existing in good standing under the laws of the State
      of Maryland. Each of the Subsidiaries of the Company has been duly
      organized and is validly existing in good standing under the laws of its
      jurisdiction of organization. Each of the Company and its Subsidiaries has
      the necessary power and authority to own and lease its properties and to
      conduct its business as described in the Prospectus; and each of the
      Company and its Subsidiaries is duly qualified to transact business in
      each jurisdiction in which such qualification is required, whether by
      reason of the ownership or leasing of property or the conduct of business,
      except where the failure to so qualify would not have a material adverse
      effect on the condition, financial or otherwise, or the earnings, business
      affairs or, to the Company's knowledge, business prospects of the Company
      and its Subsidiaries considered as one enterprise.

            (d) As of the date hereof, the authorized capital stock of the
      Company consisted of 100,000,000 Common Shares and 20,000,000 Preferred
      Shares of Beneficial Interest, par value $.01 per share (the "Preferred
      Shares"). As of the date hereof, 14,085,062 Common Shares and 2,100,000
      Preferred Shares are issued and outstanding (without giving effect to any
      Common Shares to be issued as contemplated by this Agreement). The issued
      and outstanding Common Shares and Preferred Shares of the Company have
      been duly authorized and validly issued and are fully paid and
      non-assessable; the Offered Shares have been duly authorized, and when
      issued and delivered as contemplated hereby, will be validly issued, fully
      paid and non-assessable; the Offered Shares and the Common Shares of the
      Company conform to all statements relating thereto contained in the
      Prospectus; and the issuance of the Offered Shares is not subject to
      preemptive or other similar rights.

            (e) Neither the Company nor any of its Subsidiaries is in violation
      of its organizational documents or in default in the performance or
      observance of any obligation, agreement, covenant or condition contained
      in any material contract, indenture, mortgage, loan agreement, note, lease
      or other instrument or agreement to which the Company or any of its
      Subsidiaries is a party or by which it or any of them are bound, or to
      which any of the property or assets of the Company or any of its
      Subsidiaries is subject, except where such violation or default would not
      have a material adverse effect on the condition, financial or otherwise,
      or the earnings, business affairs or, to the Company's knowledge, business
      prospects of the Company and its Subsidiaries considered as one
      enterprise. The execution, delivery and performance of this Agreement, and
      the issuance and delivery of the Offered Shares and the consummation of
      the transactions contemplated herein have been duly authorized by all
      necessary action and will not conflict with or constitute a material
      breach of, or a material default under, or result in the creation or
      imposition of any lien, charge or encumbrance upon any material property
      or assets of the Company or any of its Subsidiaries pursuant to, any
      material contract, indenture, mortgage, loan agreement, note, lease or
      other instrument or

                                      -4-

<PAGE>

      agreement to which the Company or any of its Subsidiaries is a party or by
      which the Company or any of its Subsidiaries are bound, or to which any of
      the property or assets of the Company or any of its Subsidiaries is
      subject, nor will any such action result in any violation of the
      provisions of the Charter, by-laws or other organizational documents of
      the Company or any of its Subsidiaries or any law, administrative
      regulation or administrative or court decree applicable to the Company.

            (f) The Company is organized in conformity with the requirements for
      qualification and, as of the date hereof and as of the Closing, operates
      in a manner that qualifies it as a "real estate investment trust" under
      the Internal Revenue Code of 1986, as amended, and the rules and
      regulations thereunder and will be so qualified after giving effect to the
      sale of the Offered Shares, assuming the accuracy of the representations
      of the Purchasers set forth herein.

            (g) The Company is not required to be registered under the
      Investment Company Act of 1940, as amended.

            (h) Except as disclosed in the Prospectus, there is no action, suit
      or proceeding before or by any court or governmental agency or body,
      domestic or foreign, now pending, or, to the knowledge of the Company,
      threatened against the Company or any of its Subsidiaries, which, if
      determined adversely to the Company or any of its Subsidiaries, could
      reasonably be expected to result in a material adverse change in the
      condition, financial or otherwise, or in the earnings, business affairs
      or, to the Company's knowledge, business prospects of the Company and its
      Subsidiaries considered as one enterprise, or which is likely to
      materially and adversely affect the ability of the Company to consummate
      the transactions contemplated by this Agreement; all pending legal or
      governmental proceedings to which the Company or any of its Subsidiaries
      is a party or of which any of their respective property or assets is the
      subject which are not described in the Prospectus, including ordinary
      routine litigation incidental to its business, considered in the
      aggregate, would not result in a material adverse change in the business
      of the Company and its Subsidiaries considered as one enterprise if
      resolved in a manner unfavorable to the Company and its Subsidiaries.

            (i) No authorization, approval or consent of or filing with any
      court or United States federal or state governmental authority or agency
      is necessary in connection with the sale of the Offered Shares hereunder,
      except such as may be required under the Act or the Regulations or state
      securities laws or real estate syndication laws.

            (j) The Company and its Subsidiaries possess such certificates,
      authorities or permits issued by the appropriate state, federal or foreign
      regulatory agencies or bodies necessary to conduct the business now
      conducted by them, except where the failure to possess such certificates,
      authority or permits would not have a material adverse effect on the
      condition, financial or otherwise, or the earnings, business affairs or,
      to the Company's knowledge, business prospects of the Company and its
      Subsidiaries considered as one enterprise. Neither the Company nor any of
      its Subsidiaries has received any notice of proceedings relating to the
      revocation or modification of any such certificate, authority or permit
      which, singly or in the aggregate, if the subject of an

                                      -5-

<PAGE>

      unfavorable decision, ruling or finding, would materially and adversely
      affect the condition, financial or otherwise, or the earnings, business
      affairs or, to the Company's knowledge, business prospects of the Company
      and its Subsidiaries considered as one enterprise, nor, to the knowledge
      of the Company, are any such proceedings threatened or contemplated.

            (k) The Company has full power and authority to enter into this
      Agreement, and this Agreement has been duly authorized, executed and
      delivered by the Company and constitutes a legal, valid and binding
      agreement of the Company, enforceable against the Company in accordance
      with its terms except as may be limited by the Enforceability Exceptions.

            (l) As of the dates set forth therein or incorporated by reference,
      the Company's subsidiaries had good and marketable title to all of the
      properties and assets reflected in the audited financial statements
      contained in the Prospectus, subject to no lien, mortgage, pledge or
      encumbrance of any kind except (i) those reflected in such financial
      statements, (ii) as are otherwise described in the Prospectus, (iii) as do
      not materially adversely affect the value of such property or interests or
      interfere with the use made or proposed to be made of such property or
      interests by the Company and its Subsidiaries or (iv) customary provisions
      of mortgage loans secured by mortgages or deeds of trust on similar types
      of properties.

            (m) Neither the issuance, sale and delivery of the Offered Shares
      nor the application of the proceeds thereof by the Company as described in
      the Prospectus will cause the Company to violate or be in violation of
      Regulation T, U or X of the Board of Governors of the Federal Reserve
      System or any other regulation of such Board of Governors.

            (n) The statements set forth in the Basic Prospectus under the
      caption "Description of Capital Shares -- Common Shares" in so far as such
      statements purport to summarize provisions of laws or documents referred
      to therein, are correct in all material respects and fairly present the
      information required to be presented therein.

            4. Representation and Warranties of the Investment Advisers. To
induce the Company to enter into this Agreement, each of the Investment Advisers
hereby represents and warrants to the Company that, as of the date of this
Agreement and the Closing:

            (a) It is an investment adviser duly registered with the SEC under
      the Investment Advisers Act of 1940.

            (b) It has been duly authorized to act as investment adviser on
      behalf of each Client on whose behalf it is signing this Agreement (as
      identified under the name of such Investment Adviser on Schedule B hereto)
      and has the power and authority to make the investment decision to
      purchase Offered Shares hereunder on behalf of such Client.

            (c) It has the power and authority to enter into and execute this
      Agreement on behalf of each of the Clients listed under its name on
      Schedule B hereto.

                                      -6-

<PAGE>

            (d) This Agreement has been duly authorized, executed and delivered
      by it and, assuming it has been duly authorized, executed and delivered by
      the Company, constitutes a legal, valid and binding agreement of such
      Investment Adviser, enforceable against it in accordance with its terms
      except as may be limited by the Enforceability Exceptions.

            (e) It has received a copy of the Company's Basic Prospectus dated
      February 2, 2004, the preliminary prospectus supplement dated November 14,
      2005, and will have received before Closing the Prospectus Supplement
      dated November 22, 2005.

            5. Representation and Warranties of the Broker-Dealers. To induce
the Company to enter into this Agreement, each Broker-Dealer represents and
warrants to the Company that:

            (a) It is duly registered and in good standing as a broker-dealer
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), and is licensed or otherwise qualified to do business as a
      broker-dealer with the National Association of Securities Dealers, Inc.
      and in all states in which it will offer any Offered Shares pursuant to
      this Agreement.

            (b) It has delivered a copy of the Prospectus to each Purchaser set
      forth under its name on Schedule C hereto.

            (c) It has been granted a duly authorized power-of-attorney to
      execute and deliver this Agreement on behalf of each Customer on whose
      behalf it is signing this Agreement (as identified under the name of such
      Broker-Dealer on Schedule C hereto) and such power has not been revoked.

            (d) This Agreement has been duly authorized, executed and delivered
      by it and, assuming it has been duly authorized, executed and delivered by
      the Company, constitutes a legal, valid and binding agreement of such
      Broker-Dealer, enforceable against it in accordance with its terms except
      as may be limited by the Enforceability Exceptions.

            6. Conditions to Obligations of the Parties. (a) The Purchasers'
several obligation to purchase the Offered Shares shall be subject to the
following conditions having been met:

            (i) the representations and warranties set forth in Section 3 of
      this Agreement shall be true and correct with the same force and effect as
      though expressly made at and as of the Closing,

            (ii) the Co-Placement Agents shall have received an opinion from
      Hunton & Williams LLP, special securities counsel to the Company, dated as
      of the date of the Closing, in form and substance reasonably acceptable to
      the Co-Placement Agents and their counsel,

                                      -7-

<PAGE>

            (iii) the Co-Placement Agents shall have received a comfort letter
      from KPMG LLP, dated as of the Closing, in form and substance reasonably
      acceptable to the Co-Placement Agents and their counsel, and

            (iv) on the Closing Date, the Company shall have delivered to the
      Purchasers a certificate of the Chief Executive Officer and Interim Chief
      Financial Officer of the Company, dated as of the Closing Date, setting
      forth that each of the representations and warranties contained in this
      Agreement shall be true on and as of the Closing Date in all material
      respects as if made as of the Closing Date and each of the conditions and
      covenants contained herein shall have been complied with to the extent
      compliance is required prior to Closing, and shall have delivered such
      other customary certificates as the Co-Placement Agents shall have
      reasonably requested.

      (b) The Company's obligation to issue and sell the Offered Shares shall be
subject to the following conditions having been met:

            (i) the representations and warranties set forth in Sections 2, 4
and 5 of this Agreement shall be true and correct with the same force and effect
as though expressly made at and as of the Closing, and

            (ii) the Company shall have received payment in full for the
Purchase Price for the Offered Shares by federal wire transfer of immediately
available funds, not less than the aggregate amount of $42,300,000 prior to the
payment of fees, commissions and expenses.

            7. Closing. Provided that the conditions set forth in Section 6
hereto and the last sentence of this Section 7 have been met or waived at such
time, the transactions contemplated hereby shall be consummated on November 28,
2005, or at such other time and date as the parties hereto shall agree (each
such time and date of payment and delivery being herein called the "Closing").
At the Closing, settlement shall occur through Jefferies & Company, Inc., or an
affiliate thereof, on a delivery versus payment basis through the DTC ID System.

            8. Covenants. The Company hereby covenants and agrees that (a) as
soon as practicable, the Company shall apply for listing the Offered Shares for
trading on the New York Stock Exchange ("NYSE") and will use its commercially
reasonable efforts to obtain approval of the NYSE with respect to such listing
as soon as practicable within 10 days after the Closing Date, and if such
approval is not so obtained within 10 days, to continue to use its commercially
reasonable efforts to obtain such approval as soon as practicable thereafter and
(b) subject to all Purchasers consummating the purchase of the Offered Shares at
the Closing, the Company will use the proceeds of the offering contemplated
hereby as set forth under the caption "Use of Proceeds" in the Prospectus
Supplement.

            9. Termination. This Agreement may be terminated, and the
transactions contemplated hereby may be abandoned, by written notice promptly
given to the other parties hereto, at any time prior to the Closing by the
Company, on the one hand, or any Purchaser on the other, if the Closing shall
not have occurred on or prior to December 15, 2005; provided that the Company or
such Purchaser, as the case may be, shall not be entitled to terminate this

                                      -8-

<PAGE>

Agreement pursuant to this Section 9 if the failure of Closing to occur on or
prior to such dates results primarily from such party itself having materially
breached any representation, warranty or covenant contained in this Agreement.

            10. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing and, if to the Purchasers,
shall be sufficient in all respects if delivered or sent by facsimile to
212-446-9181 and to 703-821-5759 or by certified mail to Cohen & Steers Capital
Advisors, LLC, 280 Park Avenue, 10th floor, New York, New York 10017, Attention:
Bradley Razook, and to Robert W. Baird & Co. Incorporated, 777 East Wisconsin
Avenue, Milwaukee, WI 53202, Attention: Lance Lange, and, if to the Company,
shall be sufficient in all respects if delivered or sent to the Company by
facsimile to 317-860-9190 or by certified mail to the Company at 3502 Woodview
Trace, Suite 210, Indianapolis, Indiana 46268, Attention: Frederick L. Farrar,
President and Chief Operating Officer.

            11. Governing Law. This Agreement shall be construed in accordance
with and governed by the substantive laws of the State of New York, without
regard to conflict of laws principles.

            12. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and may be amended only in a writing that is executed by each of the parties
hereto.

            13. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument. Executed
counterparts may be delivered by facsimile.

            14. Construction. When used herein, the phrase "to the knowledge of"
the Company or "known to" the Company or any similar phrase means the actual
knowledge of the Chief Executive Officer, Interim Chief Financial Officer or
Chief Operating Officer of the Company and includes the knowledge that such
officers would have obtained of the matter represented after reasonable due and
diligent inquiry of those employees of the Company whom such officers reasonably
believe would have actual knowledge of the matters represented.

                                      -9-

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be executed and delivered as of the date first above written.

                                               WINDROSE MEDICAL PROPERTIES TRUST

                                               By: ____________________________
                                                   Name:
                                                   Title:

                      SIGNATURE PAGE FOR PURCHASE AGREEMENT

<PAGE>

                                     DIRECT PURCHASERS

                                     [               ]

                                     By: ______________________________________
                                          Name:  [             ]
                                          Title: [             ]

            DIRECT PURCHASERS' SIGNATURE PAGE FOR PURCHASE AGREEMENT

                                     Page 2

<PAGE>

                                         INVESTMENT ADVISERS

                                           [ ] on behalf of itself (solely with
                                           respect to paragraph 4) and each
                                           Client set forth under its name on
                                           Schedule B

                                         By: ___________________________________
                                             Name:  [  ]
                                             Title: [  ]

           INVESTMENT ADVISERS' SIGNATURE PAGE FOR PURCHASE AGREEMENT

                                     Page 3

<PAGE>

                                          CUSTOMERS

                                          Each of the Several persons or
                                          entities listed under the heading
                                          "Account Name" on Attachment [ ] to
                                          Schedule C hereto

                                          By: [ ], as agent and attorney-in-fact

                                          By: __________________________________
                                              Name
                                              Title:

                                          [         ] on behalf of itself and
                                          solely with respect to paragraph 5

                                          By: __________________________________
                                              Name
                                              Title:

                CUSTOMERS' SIGNATURE PAGE FOR PURCHASE AGREEMENT

                                     Page 4

<PAGE>

                                   SCHEDULE A

NAME OF DIRECT PURCHASERS                                       NUMBER OF SHARES
[            ]                                                   [            ]

                                       A-1

<PAGE>

                                   SCHEDULE B

NAME OF INVESTMENT ADVISER                                      NUMBER OF SHARES

[ ]

      CLIENTS

      [ ]

                                       B-1

<PAGE>

                                   SCHEDULE C

NAME OF BROKER-DEALER:                                    NUMBER OF SHARES

[ ]

Customers for whom it is signing this
Agreement as agent and attorney-in-fact:
                                                  The amount set forth opposite
Each of the several persons or entities           such name on Attachment [ ] to
set forth under the heading "Account              Schedule C hereto under the
Name" on Attachment [ ] to Schedule C             heading "Amount" (in the
hereto                                            aggregate [ ])

                                       C-1

<PAGE>

                                   SCHEDULE D

                            AGGREGATE PURCHASE AMOUNT

$[ ]

                                       D-1