EXHIBIT 1.1

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HEALTHTRUST, INC. - THE HOSPITAL COMPANY
(A DELAWARE CORPORATION)

4,976,323 SHARES OF COMMON STOCK

U.S. PURCHASE AGREEMENT

DATED: APRIL 28, 1994

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HEALTHTRUST, INC. - THE HOSPITAL COMPANY
(a Delaware corporation)

4,976,323 Shares of Common Stock

U.S. PURCHASE AGREEMENT

April 28, 1994

MERRILL LYNCH & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
As Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1201

Ladies and Gentlemen:

Healthtrust, Inc. - The Hospital Company, a Delaware corporation
(the "Company"), proposes to issue and sell to the underwriters named in
Schedule A hereto (collectively, the "U.S. Underwriters"), for whom you are
acting as representatives (the "U.S. Representatives"), an aggregate of
4,160,000 authorized but unissued shares of the Company's Common Stock, par
value $.001 per share (shares of which class of stock of the Company are
hereinafter referred to as "Common Stock") and certain shareholders of the
Company (the "Selling Shareholders") named in Schedule B hereto severally
propose to sell to the several U.S. Underwriters an aggregate of 816,323 shares
of Common Stock. Such shares of Common Stock are to be sold to each U.S.
Underwriter, acting severally and not jointly, in such amounts as are set forth
in Schedule A opposite the name of such U.S. Underwriter. The Company also
grants to the U.S. Underwriters, severally and not jointly, the option
described in Section 2 to purchase all or any part of 624,000 additional shares
of Common Stock to cover over-allotments. The aforesaid 4,976,323 shares of
Common Stock (the "Initial U.S. Shares"), together with all or any part of the
624,000 additional shares of Common Stock subject to the option described in
Section 2 (the "U.S. Option Shares"), are collectively herein called the "U.S.
Shares". The U.S. Shares are more fully described in the U.S.

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Prospectus referred to below. The Company and the Selling Shareholders are
hereinafter sometimes collectively referred to as the Sellers.

It is understood that the Company and the Selling Shareholders are
concurrently entering into an agreement, dated the date hereof (the
"International Purchase Agreement"), providing for the issuance and sale by the
Company of 1,040,000 shares of Common Stock and the sale by the Selling
Shareholders of 204,081 shares of Common Stock (together, the "International
Shares") through arrangements with certain underwriters outside the United
States and Canada (the "International Underwriters"), for whom Merrill Lynch
International Limited and Donaldson, Lufkin & Jenrette Securities Corporation
are acting as representatives (the "International Representatives"). The U.S.
Shares and the International Shares are hereinafter collectively referred to as
the "Offered Shares".

The Sellers understand that the U.S. Underwriters will
simultaneously enter into an agreement with the International Underwriters
dated the date hereof (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the U.S. Underwriters and the
International Underwriters, under the direction of Merrill Lynch, Pierce,
Fenner & Smith Incorporated.

You have advised us that you and the other U.S. Underwriters,
acting severally and not jointly, desire to purchase the Initial U.S. Shares
and, if the U.S. Underwriters so elect, the U.S. Option Shares, and that you
have been authorized by the other U.S. Underwriters to execute this Agreement
and the U.S Price Determination Agreement referred to below on their behalf.

The initial public offering price per share for the U.S. Shares
and the purchase price per share for the U.S. Shares to be paid by the several
U.S. Underwriters shall be agreed upon by the Company, the Selling Shareholders
and the U.S. Representatives, acting on behalf of the several U.S.
Underwriters, and such agreement shall be set forth in a separate written
instrument substantially in the form of Exhibit A hereto (the "U.S. Price
Determination Agreement"). The U.S. Price Determination Agreement may take the
form of an exchange of any standard form of written telecommunication among the
Company, the Selling Shareholders and the U.S. Representatives and shall
specify such applicable information as is indicated in Exhibit A hereto. The
offering of the U.S. Shares will be governed by this Agreement, as supplemented
by the U.S. Price Determination Agreement. From and after the date of

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the execution and delivery of the U.S Price Determination Agreement, this
Agreement shall be deemed to incorporate, and all references herein to "this
Agreement" or "herein" shall be deemed to include, the U.S Price Determination
Agreement.

The initial public offering price per share and the purchase price
per share for the International Shares to be paid by the International
Underwriters pursuant to the International Purchase Agreement shall be set
forth in a separate agreement (the "International Price Determination
Agreement"), the form of which is attached to the International Purchase
Agreement. The purchase price per share for the International Shares to be
paid by the several International Underwriters shall be identical to the
purchase price per share for the U.S. Shares to be paid by the several U.S.
Underwriters hereunder.

The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3
(File No. 33-52401) covering the registration of the Offered Shares under the
Securities Act of 1933, as amended (the "1933 Act"), including the related
preliminary prospectuses, and either (A) has prepared and proposes to file,
prior to the effective date of such registration statement, an amendment to
such registration statement, including final prospectuses, or (B) if the
Company has elected to rely upon Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations"),
will prepare and file prospectuses, in accordance with the provisions of Rule
430A and Rule 424(b) ("Rule 424(b)") of the 1933 Act Regulations, promptly
after execution and delivery of the U.S. Price Determination Agreement.* The
information, if any, included in such prospectuses that was omitted from any
prospectus included in such registration statement at the time it becomes
effective but that is deemed, pursuant to Rule 430A(b), to be part of such
registration statement at the time it becomes effective is referred to herein
as the "Rule 430A Information". Each

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* Two forms of prospectus are to be used in connection with the offering
and sale of the Offered Shares: one relating to the U.S. Shares (the "Form of
U.S. Prospectus") and one relating to the International Shares (the "Form of
International Prospectus"). The Form of International Prospectus is identical
to the Form of U.S. Prospectus, except for the front cover page, inside front
cover page, the section captioned "Underwriting" and the back cover page.

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Form of U.S Prospectus and Form of International Prospectus used before the
time such registration statement becomes effective, and any Form of U.S.
Prospectus and Form of International Prospectus that omits the Rule 430A
Information that is used after such effectiveness and prior to the execution
and delivery of the U.S. Price Determination Agreement or the International
Price Determination Agreement, respectively, is herein called a "preliminary
prospectus". Such registration statement, including the exhibits thereto, as
amended at the time it becomes effective and including, if applicable, the Rule
430A Information, is herein called the "Registration Statement", and the Form
of U.S. Prospectus and Form of International Prospectus included in the
Registration Statement at the time it becomes effective is herein called the
"U.S. Prospectus" and the "International Prospectus", respectively, and,
collectively, the "Prospectuses" and, individually, a "Prospectus", except
that, if the final U.S. Prospectus or International Prospectus, as the case may
be, first furnished to the U.S. Underwriters or the International Underwriters
after the execution of the U.S. Price Determination Agreement or the
International Price Determination Agreement for use in connection with the
offering of the Offered Shares differs from the prospectuses included in the
Registration Statement at the time it becomes effective (whether or not such
prospectuses are required to be filed pursuant to Rule 424(b)), the terms "U.S.
Prospectus", "International Prospectus", "Prospectuses" and "Prospectus" shall
refer to the final U.S. Prospectus or International Prospectus, as the case may
be, first furnished to the U.S. Underwriters or the International Underwriters,
as the case may be, for such use.

The Company and the Selling Shareholders understand that the U.S.
Underwriters propose to make a public offering of the U.S. Shares as soon as
you deem advisable after the Registration Statement becomes effective and the
U.S. Price Determination Agreement has been executed and delivered.

The parties hereto acknowledge that the Shares of Common Stock
that will be sold by the Selling Shareholders are being sold upon the exercise
of warrants owned by the Selling Shareholders.

The parties hereto further acknowledge that for purposes of this
Agreement, the "Company" and the "Company's Subsidiaries" shall refer to the
Company and the Company's subsidiaries on the date of this Agreement.

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Section 1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with each of the U.S. Underwriters that:

(i) When the Registration Statement shall become effective, if the
Company has elected to rely upon Rule 430A, on the date of the U.S. Price
DeterminationAgreement, on the effective or issue date of each amendment or
supplement to the Registration Statement or the Prospectuses, at the
Closing Time referred to below, and, if, any U.S. Option Shares are
purchased, on the Date of Delivery referred to below, (A) the Registration
Statement and any amendments and supplements thereto will comply in all
material respects with the requirements of the 1933 Act and the 1933 Act
Regulations; (B) neither the Registration Statement nor any amendment or
supplement thereto will 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; and (C) neither of the
Prospectuses nor any amendment or supplement to either of them will include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Notwithstanding
the foregoing, this representation and warranty does not apply to
statements or omissions from the Registration Statement or the Prospectuses
made in reliance upon and in conformity with information furnished or
confirmed in writing to the Company by or on behalf of any Underwriter
through you or the International Representatives expressly for use in the
Registration Statement or the Prospectuses.

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

(iii) The consolidated financial statements of the Company included in
the Registration Statement present fairly the consolidated financial
position of the Company and the Company's Subsidiaries (as hereinafter
defined) as of the dates indicated and the consolidated statements of
operations, stockholders' equity and cash flows of the Company and the
Company's Subsidiaries for the periods specified. Except as otherwise
stated in the Registration Statement, such financial statements have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved. The
financial statement schedules, if any, included in the

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Registration Statement present fairly the information required to be stated
therein. The pro forma financial statements and other pro forma financial
information included in the Prospectuses present fairly the information
shown therein, have been prepared in all material respects in accordance
with the Commission's rules and guidelines with respect to pro forma
financial statements, have been properly compiled on the pro forma bases
described therein, and, in theopinion of the Company, the assumptions used
in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions or circumstances
referred to therein.

(iv) To the Company's knowledge, the consolidated financial statements
of EPIC Holdings, Inc. ("EPIC") and EPIC's subsidiaries (including the
financial statements of EPIC Healthcare Group, Inc. ("EPIC Group"), EPIC's
wholly-owned subsidiary) included in the Registration Statement present
fairly the consolidated financial position of EPIC and EPIC's Subsidiaries
(as hereinafter defined) as of the dates indicated and the consolidated
statements of operations, stockholders' equity (deficit) and cash flows of
EPIC and EPIC's Subsidiaries for the periods specified. To the Company's
knowledge, except as otherwise stated in the Registration Statement, such
financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved.

(v) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware with corporate
power under such laws to own, lease and operate its properties and conduct
its business as described in the Prospectuses; and the Company is duly
qualified to transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases property of
a nature, or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure to so
qualify or be in good standing would not have a material adverse effect on
the Company and the Company's Subsidiaries, considered as one enterprise.

(vi) To the Company's knowledge, EPIC is a corporation duly
incorporated, validly existing and in good standing under the laws of the
State of Delaware with corporate power under such laws to own, lease and
operate its properties and conduct its business as

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described in the Prospectuses and EPIC is duly qualified to transact
business as a foreign corporation and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or transacts
business of a type, that would make such qualification necessary, except to
the extent that the failure to so qualify or be in good standing would not
have a material adverse effect on EPIC and EPIC's Subsidiaries, considered
as one enterprise.

(vii) Each of the Company's subsidiaries (collectively, the "Company's
Subsidiaries") is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation with
corporate power under such laws to own, lease and operate its properties
and conduct its business as described in the Prospectuses; and each of the
Company's Subsidiaries is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which it
owns or leases property of a nature, or transacts business of a type, that
would make such qualification necessary, except to the extent that the
failure to so qualify or be in good standing would not have a material
adverse effect on the Company and the Company's Subsidiaries, considered as
one enterprise. Except as set forth in the Registration Statement, all of
the outstanding shares of capital stock of each of the Company's
Subsidiaries have been duly authorized and validly issued and are fully
paid and non-assessable, and are owned by the Company, directly or through
one or more Subsidiaries, free and clear of any pledge, lien, perfected
security interest, claim or encumbrance of any kind or, to the knowledge of
the Company, any unperfected security interest.

(viii) To the Company's knowledge, each of EPIC's subsidiaries
(collectively, "EPIC's Subsidiaries") is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of
its incorporation with corporate power under such laws to own, lease and
operate its properties and conduct its business as described in the
Prospectuses and each of EPIC's Subsidiaries is duly qualified to transact
business as a foreign corporation and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or transacts
business of a type, that would make such qualification necessary, except to
the extent that the failure to so qualify or be in good standing would not
have a material adverse effect on EPIC and EPIC's Subsidiaries, considered
as

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one enterprise. To the Company's knowledge, except as set forth in the
Registration Statement, all of the outstanding shares of capital stock of
each of EPIC's Subsidiaries have been duly authorized and validly issued
and are fully paid and non-assessable, and except as set forth in the
Disclosure Schedule (as hereinafter defined), are owned by EPIC, directly
or through one or more Subsidiaries, free and clear of any pledge, lien,
perfected security interest, claim or encumbrance of any kind or, to the
knowledge of the Company, any unperfected security interest.

(ix) The shares to be sold by the Company (whether to you or the Selling
Shareholders upon exercise of their warrants) pursuant to this Agreement
and the International Purchase Agreement have been duly authorized and,
when issued and delivered by the Company upon receipt of the payment
therefor in accordance with this Agreement and the International Purchase
Agreement, will be validly issued, fully paid and non-assessable; such
shares are not subject to the preemptive or other similar rights of any
stockholder of the Company arising by operation of law, under the charter
and bylaws of the Company or under any agreement to which the Company or
any of the Company's Subsidiaries is a party.

(x) All of the outstanding shares of capital stock of the Company other
than the Offered Shares have been duly authorized and validly issued and
are fully paid and non-assessable; and none of the outstanding shares of
Common Stock of the Company was issued in violation of the preemptive or
other similar rights of any stockholder of the Company arising by operation
of law, under the charter and bylaws of the Company or under any agreement
to which the Company or any of the Company's Subsidiaries is a party.

(xi) To the Company's knowledge, all of the outstanding shares of
capital stock of EPIC have been duly authorized and validly issued and are
fully paid and non-assessable and none of the outstanding shares of Common
Stock of EPIC was issued in violation of the preemptive or other similar
rights of any stockholder of EPIC arising by operation of law, under the
charter and bylaws of EPIC or under any agreement to which EPIC or any of
EPIC's Subsidiaries is a party.

(xii) Since the respective dates as of which information is given in the
Registration Statement and the Prospectuses, except as otherwise stated
therein or

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contemplated thereby, there has not been any material adverse change in the
condition (financial or otherwise), earnings or business affairs of the
Company and the Company's Subsidiaries, considered as one enterprise,
whether or not arising in the ordinary course of business.

(xiii) To the Company's knowledge, since the respective dates as of which
information is given in the Registration Statement and the Prospectuses,
except as otherwise stated therein or contemplated thereby, there has not
been (A) any change in the condition (financial or otherwise), earnings or
business affairs of EPIC or EPIC's Subsidiaries that would be material and
adverse to the Company, its Subsidiaries, EPIC and EPIC's Subsidiaries,
considered as one enterprise (the "Combined Company"), whether or not
arising in the ordinary course of business, or (B) any dividend or
distribution of any kind declared, paid or made by EPIC on its capital
stock.

(xiv) Neither the Company nor any of the Company's Subsidiaries is in
default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to which it is a
party or by which it is bound or to which any of its properties is subject,
except as disclosed in the Prospectuses and except for such defaults that
would not have a material adverse effect on the condition (financial or
otherwise), earnings or business affairs of the Company and the Company's
Subsidiaries, considered as one enterprise. The execution and delivery of
this Agreement by the Company, the issuance and delivery by the Company of
the Offered Shares (whether to you or the Selling Shareholders upon
exercise of their warrants), the consummation by the Company of the
transactions contemplated in this Agreement and the consummation of the
Acquisition, the Subordinated Debt Offering, the Tender Offers, the Debt
Redemption, the 1994 Credit Agreement and the transactions described in the
ESOP Agreement (all as defined in the Registration Statement) and
compliance by the Company with the terms of this Agreement have been duly
authorized by all necessary corporate action on the part of the Company and
do not and will not result in any violation of the charter or by-laws of
the Company or any of the Company's Subsidiaries, and do not and will not
conflict with, or result in a breach of any of the terms or provisions of,
or constitute a default under,

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or result in the creation or imposition of any lien or encumbrance upon any
property or assets of the Company or any of the Company's Subsidiaries
under (A) any indenture, mortgage, loan agreement, note, lease or other
agreement or instrument to which the Company or any of the Company's
Subsidiaries is a party or by which it is bound or to which any of its
properties is subject (assuming that the amendment to the Credit Agreement
dated as of September 29, 1992 among the Company and the financial
institutions named therein is effective at the time of the Acquisition), or
(B) any existing applicable law (including any environmental law), rule,
regulation, judgment, order or decree of any government, governmental
instrumentality or court having jurisdiction over the Company or any of the
Company's Subsidiaries or any of their respective properties, in each case,
except as disclosed in the Prospectuses and except for such conflicts,
breaches or defaults or liens or encumbrances that would not have a
material adverse effect on the condition (financial or otherwise), earnings
or business affairs of the Company and the Company's Subsidiaries,
considered as one enterprise.

(xv) To the Company's knowledge, neither EPIC nor any of EPIC's
Subsidiaries is in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which it is a party or by which it is bound or to which any
of its properties is subject, except as disclosed in the Prospectuses and
except for such defaults that would not have a material adverse effect on
the condition (financial or otherwise), earnings or business affairs of
EPIC and EPIC's Subsidiaries, considered as one enterprise. To the
Company's knowledge, the consummation by EPIC of the transactions
contemplated in this Agreement and in the ESOP Agreement and the
consummation of the Acquisition and the Tender Offers have been duly
authorized by all necessary corporate action on the part of EPIC and the
consummation of the foregoing and the Debt Redemption do not and will not
result in any violation of the charter or by-laws of EPIC or any of EPIC's
Subsidiaries, and do not and will not conflict with, or result in a breach
of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien or encumbrance upon any
property or assets of EPIC or any of EPIC's Subsidiaries under (A) any
indenture, mortgage, loan agreement, note, lease or other

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agreement or instrument to which EPIC or any of EPIC's Subsidiaries is a
party or by which it is bound or to which any of its properties is subject,
or (B) any existing applicable law (including any environmental law), rule,
regulation, judgment, order or decree of any government, governmental
instrumentality or court having jurisdiction over EPIC or any of EPIC's
Subsidiaries or any of their respective properties, in each case, except as
disclosed in the Prospectuses and except for such conflicts, breaches or
defaults or liens or encumbrances that would not have a material adverse
effect on the condition (financial or otherwise), earnings or business
affairs of the Combined Company.

(xvi) Except as disclosed in the Registration Statement, no
authorization, approval, consent or license of any government,
governmental instrumentality or court (other than under the 1933 Act and
the 1933 Act Regulations, the Trust Indenture Act of 1939, as amended and
the applicable rules and regulations promulgated thereunder (the "Trust
Indenture Act") and the securities or blue sky laws of the various states
and the securities laws of any jurisdiction outside the United States in
which International Shares are offered or sold by the International
Underwriters pursuant to the International Purchase Agreement) is required
for the valid issuance, sale and delivery of the Offered Shares by the
Company (whether to you or the Selling Shareholders upon exercise of their
warrants) or for the consummation by the Company of the transactions
described in the Prospectuses under the caption "The Acquisition and the
Financing Plan".

(xvii) Except as disclosed in the Prospectuses, there is no action, suit
or proceeding before or by any government, governmental instrumentality or
court, now pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of the Company's Subsidiaries that is
required to be disclosed in the Prospectuses or that could reasonably be
expected to result in any material adverse change in the condition
(financial or otherwise), earnings or business affairs of the Company and
the Company's Subsidiaries, considered as one enterprise, or that could
reasonably be expected to materially and adversely affect the consummation
of the transactions contemplated in this Agreement and described in the
Registration Statement under the caption "The Acquisition and the Financing
Plan".

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(xviii) To the Company's knowledge, except as disclosed in the
Prospectuses, there is no action, suit or proceeding before or by any
government, governmental instrumentality or court, now pending or, to the
knowledge of the Company, threatened against or affecting EPIC or any of
EPIC's Subsidiaries that is required to be disclosed in the Prospectuses or
that could reasonably be expected to result in any material adverse change
in the condition (financial or otherwise), earnings or business affairs of
the Combined Company, or that could reasonably be expected to materially
and adversely affect the consummation of the transactions contemplated in
this Agreement and described in the Registration Statement under the
caption "The Acquisition and the Financing Plan".

(xix) In the Company's judgment, there are no contracts or documents of a
character required to be described in the Registration Statement or the
Prospectuses or to be filed as exhibits to the Registration Statement that
are not described and filed as required.

(xx) Each of the Company and the Company's Subsidiaries own or possess
all governmental licenses, permits, certificates (including, without
limitation, certificate of need approvals and certification under the
Medicare program), consents, orders, approvals and other authorizations
(collectively, "Governmental Licenses") necessary to own or lease, as the
case may be, and to operate its properties and to carry on its business as
presently conducted, except where the failure to possess such Governmental
Licenses could reasonably be expected to not have a material adverse effect
on the condition (financial or otherwise), earnings or business affairs of
the Company and the Company's Subsidiaries, considered as one enterprise,
and neither the Company nor any of the Company's Subsidiaries has received
any notice of proceedings relating to revocation or modification of any
such Governmental Licenses that, in the aggregate, if the subject of an
unfavorable decision, ruling or finding, could reasonably be expected to
have a material adverse effect on the condition (financial or otherwise),
earnings or business affairs of the Company and the Company's Subsidiaries,
considered as one enterprise. All of the hospitals operated by the
Company and the Company's Subsidiaries are "providers of services" as
defined in the Social Security Act and the regulations promulgated
thereunder, and are eligible to participate in the Medicare program, except
as would not have a

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material adverse effect on the condition (financial or other), earnings or
business affairs of the Company and the Company's Subsidiaries, taken as
one enterprise.

(xxi) To the Company's knowledge, each of EPIC and EPIC's Subsidiaries
own or possess all governmental licenses, permits, certificates
(including, without limitation, certificate of need approvals and
certification under the Medicare program), consents, orders, approvals and
other authorizations (collectively, "Governmental Licenses") necessary to
own or lease, as the case may be, and to operate its properties and to
carry on its business as presently conducted, except where the failure to
possess such Governmental Licenses could reasonably be expected to not have
a material adverse effect on the condition (financial or otherwise),
earnings or business affairs of the Combined Company, and neither EPIC nor
any of EPIC's Subsidiaries has received any notice of proceedings relating
to revocation or modification of any such Governmental Licenses that, in
the aggregate, if the subject of an unfavorable decision, ruling or
finding, could reasonably be expected to have a material adverse effect on
the condition (financial or otherwise), earnings or business affairs of the
Combined Company. To the Company's knowledge, all of the hospitals
operated by EPIC and EPIC's Subsidiaries are "providers of services" as
defined in the Social Security Act and the regulations promulgated
thereunder, and are eligible to participate in the Medicare program, except
as would not have a material adverse effect on the condition (financial or
other), earnings or business affairs of the Combined Company.

(xxii) The Company has not taken and will not take, directly or
indirectly, any action designed to cause or result in stabilization or
manipulation of the price of the Common Stock; and the Company has not
distributed and will not distribute any prospectus (as such term is defined
in the 1933 Act and the 1933 Act Regulations) in connection with the
offering and sale of the Offered Shares other than any preliminary
prospectus filed with the Commission or the Prospectuses or other material
permitted by the 1933 Act or the 1933 Act Regulations.

(xxiii) Except as disclosed in the Prospectuses, all United States federal
income tax returns of the Company and the Company's Subsidiaries required
by law to be filed have been filed and all taxes shown by such returns or
otherwise assessed, which are due and payable, have been paid, except tax
assessments, if

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any, as are being contested in good faith and as to which adequate reserves
have been provided, in each case except as would not have a material
adverse effect on the condition (financial or otherwise), earnings or
business affairs of the Company and the Company's Subsidiaries, considered
as one enterprise. Except as disclosed in the Prospectuses, all other
franchise and income tax returns of the Company and the Company's
Subsidiaries required to be filed pursuant to applicable foreign, state or
local law have been filed, except insofar as the failure to file such
returns would not have a material adverse effect on the condition
(financial or otherwise), earnings or business affairs of the Company and
the Company's Subsidiaries, considered as one enterprise, and all taxes
shown on such returns or otherwise assessed which are due and payable have
been paid, except for such taxes, if any, as are being contested in good
faith and as to which adequate reserves have been provided. To the best of
the Company's knowledge, the charges, accruals and reserves on the books of
the Company and the Company's Subsidiaries in respect of any income and
corporate franchise tax liability for any years not finally determined are
adequate to meet any assessments or reassessments for additional income or
corporate franchise tax for any years not finally determined, except as
disclosed in the Prospectuses and except to the extent of any inadequacy
that would not have a material adverse effect on the condition (financial
or otherwise), earnings or business affairs of the Company and the
Company's Subsidiaries, considered as one enterprise.

(xxiv) To the Company's knowledge, except as disclosed in the
Prospectuses, all United States federal income tax returns of EPIC and
EPIC's Subsidiaries required by law to be filed have been filed and all
taxes shown by such returns or otherwise assessed, which are due and
payable, have been paid, except tax assessments, if any, as are being
contested in good faith and as to which adequate reserves have been
provided, in each case except as would not have a material adverse effect
on the condition (financial or otherwise), earnings or business affairs of
the Combined Company. To the Company's knowledge, except as disclosed in
the Prospectuses, all other franchise and income tax returns of EPIC and
EPIC's Subsidiaries required to be filed pursuant to applicable foreign,
state or local law have been filed, except insofar as the failure to file
such returns would not have a material adverse effect on the condition
(financial or otherwise),

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16
earnings or business affairs of the Combined Company, and all taxes shown
on such returns or otherwise assessed which are due and payable have been
paid, except for such taxes, if any, as are being contested in good faith
and as to which adequate reserves have been provided, in each case except
as would not have a material adverse effect on the condition (financial or
otherwise), earnings or business affairs of the Combined Company. To the
Company's knowledge, the charges, accruals and reserves on the books of
EPIC and EPIC's Subsidiaries in respect of any income and corporate
franchise tax liability for any years not finally determined are adequate
to meet any assessments or reassessments for additional income or
corporate franchise tax for any years not finally determined, except as
disclosed in the Prospectuses and except to the extent of any inadequacy
that would not have a material adverse effect on the condition (financial
or otherwise), earnings or business affairs of the Combined Company.

(xxv) The Company has obtained the written agreement of R. Clayton
McWhorter, Michael A. Koban, Jr. and W. Hudson Connery, Jr. substantially
in the form previously furnished to you that, for a period of 90 days from
the date hereof, such persons will not, without the prior written consent
of the U.S. Representatives (which consent shall not be unreasonably
withheld), directly or indirectly, sell, offer to sell, contract to sell,
grant any option for the sale of, or otherwise dispose of any shares of
Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock ("convertible securities"); provided, however, that during
such 90 day period, such persons may without such prior written consent (i)
transfer such shares of Common Stock or convertible securities by will or
the laws of descent and distribution, (ii) make gifts of shares of Common
Stock or convertible securities or transfer such shares of Common Stock or
convertible securities to (A) family members (by trust or otherwise), so
long as the donee agrees to be bound by the foregoing restriction in the
same manner as it applies to such persons, or (B) charitable organizations
and (iii) sell, transfer or otherwise dispose of shares of Common Stock or
convertible securities to the Company in connection with any of the
transactions contemplated by the Registration Statement.

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(xxvi) To the Company's knowledge, EPIC's Employee Stock Ownership Plan
(the "EPIC ESOP") and the trust created pursuant to the Trust Agreement for
the EPIC ESOP between EPIC Group and U.S. Trust Company of California,
N.A., as trustee under the EPIC ESOP (the "EPIC Trustee"), dated as of
September 30, 1988 (the "EPIC ESOP Trust"), meet all applicable
requirements of qualification and exemption from taxation under Sections
401(a) and 501(a), respectively, of the Internal Revenue Code of 1986, as
amended (the "Code"), except as would not have a material adverse effect on
the condition (financial or other), earnings or business affairs of the
Combined Company.

(xxvii) To the Company's knowledge, the EPIC ESOP constitutes an "employee
stock ownership plan," as defined in Section 4975(e)(7) of the Code and the
Treasury Regulations promulgated thereunder, and as defined in Section
407(d)(6) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").

(xxviii) To the Company's knowledge, each of the loans to the EPIC ESOP
Trust pursuant to the EPIC ESOP Loan Agreement and the Substitute EPIC ESOP
Loan Agreement, each between EPIC Group and the EPIC ESOP Trustee and dated
as of September 30, 1988 and July 30, 1991, respectively (collectively, the
"ESOP Loan Agreements"), and each of the pledges of shares of EPIC Group
Common Stock, par value $.01 per share (the "EPIC Group Common Stock"), by
the EPIC ESOP Trust pursuant to the Pledge Agreement and the Amendment to
the Pledge Agreement, each between EPIC Group and the EPIC ESOP Trustee and
dated as of September 30, 1988 and July 30, 1991, respectively
(collectively, the "EPIC ESOP Pledge Agreements"), satisfies the
requirements of Section 4975(d)(3) of the Code and Section 408(b)(3) of
ERISA, and will not subject EPIC to a tax imposed under Section 4975 of the
Code or a civil penalty assessed under Section 502(i) of ERISA, in each
case except as would not have a material adverse effect on the condition
(financial or other), earnings or business affairs of the Combined Company.

(xxix) To the Company's knowledge, the EPIC Common Stock is a "qualifying
employer security," within the meaning of Section 4975(e)(8) of the Code
and Section 407(d)(5) of ERISA, except as would not have a material adverse
effect on the condition (financial or other), earnings or business affairs
of the Combined Company.

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(xxx) To the Company's knowledge, the sales of shares of EPIC Group
Common Stock to the EPIC ESOP Trust pursuant to the Subscription
Agreement between EPIC Group and the EPIC ESOP Trustee (the "EPIC ESOP
Subscription Agreement"), satisfies the requirements of Section 4975(d)(13)
of the Code and Section 408(e) of ERISA, and will not subject EPIC to a tax
imposed under Section 4975 of the Code or a civil penalty assessed under
Section 502(i) of ERISA, in each case except as would not have a material
adverse effect on the condition (financial or other), earnings or business
affairs of the Combined Company.

(xxxi) To the Company's knowledge, and except as disclosed in the
Prospectuses, no opinion, correspondence or other communication, whether
written or otherwise, has been received by EPIC or any of its agents,
affiliates, associates, officers or directors, or any fiduciary of the EPIC
ESOP, from the United States Department of Labor, the Internal Revenue
Service or any other Federal or state governmental or regulatory agency,
body or authority, to the effect that either of the loans to the EPIC ESOP
Trust pursuant to the EPIC ESOP Loan Agreements, either of the pledges of
shares of EPIC Group Common Stock by the EPIC ESOP Trust pursuant to the
EPIC ESOP Pledge Agreements or the sales of shares of EPIC Group Common
Stock to the EPIC ESOP Trust pursuant to the EPIC ESOP Subscription
Agreement may or will constitute a violation of or result in any liability
under ERISA or the Code, in each case except as would not have a material
adverse effect on the condition (financial or other), earnings or business
affairs of the Combined Company.

(xxxii) None of the transactions contemplated by the ESOP Agreement should
constitute a material violation of or result in any material liability
under ERISA or the Code (including, without limitation, any tax under
Section 4978B of the Code), except as would not have a material adverse
effect on the condition (financial or other), earnings or business affairs
of the Combined Company.

(b) Any certificate signed by any officer of the Company and
delivered to you or to Davis Polk & Wardwell as counsel for the U.S.
Underwriters pursuant to this Agreement or at the Closing contemplated hereby
shall be deemed a representation and warranty by the Company to each U.S.
Underwriter as to the matters covered thereby.

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(c) Representations and warranties in this Agreement which are
given "to the Company's knowledge" are based solely upon (i) the Company's
actual knowledge and (ii) the representations and warranties of EPIC set forth
in the Merger Agreement, dated as of January 9, 1994, among the Company,
Odyssey Acquisition Corp. and EPIC (the "Merger Agreement"). For purposes of
this Agreement, "Disclosure Schedule" means the disclosure schedule of EPIC
relating to the Merger Agreement.

(d) Each of the Selling Shareholders represents and warrants to
each of the Underwriters that:

(i) This Agreement and the International Purchase Agreement have been duly
authorized, executed and delivered by or on behalf of such Selling
Shareholder.

(ii) The execution and delivery by such Selling Shareholder of, and the
performance by such Selling Shareholder of its obligations under, this
Agreement, the Custody Agreement signed by such Selling Shareholder and
First Union National Bank of North Carolina, as Custodian, relating to the
deposit of Shares to be sold by such Selling Shareholder (the "Custody
Agreement") and the Power of Attorney appointing certain individuals as
such Selling Shareholder's attorneys-in-fact to the extent set forth
therein, relating to the transactions contemplated hereby and by the
Registration Statement (the "Power of Attorney") will not contravene any
provision of applicable law, or the certificate of incorporation (or
charter) or by-laws of such Selling Shareholder (if such Selling
Shareholder is a corporation), or, in any material respects, any agreement
or other instrument binding upon such Selling Shareholder or, in any
material respects, any judgment, order or decree of any governmental body,
agency or court having jurisdiction over such Selling Shareholder, and no
consent, approval, authorization or order of or qualification with any
governmental body or agency is required for the performance by such Selling
Shareholder of its obligations under this Agreement or the Custody
Agreement or Power of Attorney of such Selling Shareholder, except such as
have already been obtained or as may be required by the securities or Blue
Sky laws of the various states in connection with the offer and sale of the
Shares.

(iii) On the Closing Date, such Selling Shareholder, upon due
authorization and issuance of the Shares by the Company to the Selling
Shareholder, will have,

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valid marketable title to the Shares to be sold by such Selling Shareholder
and the legal right and power, and all authorization and approval required
by law, to enter into this Agreement, the Custody Agreement and the Power
of Attorney and to sell, transfer and deliver the Shares to be sold by such
Selling Shareholder.

(iv) The Custody Agreement and the Power of Attorney have been duly
authorized, executed and delivered by such Selling Shareholder and are
valid and binding agreements of such Selling Shareholder.

(v) Assuming that the Company duly authorizes, issues and delivers the
Shares to be sold by the Selling Shareholder on the Closing Date to the
Selling Shareholder free and clear of any security interests, claims,
liens, equities and other encumbrances, delivery of the Shares to be sold
by such Selling Shareholder pursuant to this Agreement will pass marketable
title to such Shares free and clear of any security interests, claims,
liens, equities and other encumbrances.

(vi) The Selling Shareholder is not an investment company under the
Investment Company Act of 1940 or is registered under the Investment
Company Act of 1940.

(vii) All information furnished to the Company in writing by or on behalf
of such Selling Shareholder for use in the Registration Statement and
Prospectus is, and on the Closing Date will be, true, correct, and
complete, and does not, and on the Closing Date will not, contain any
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.

(viii) The Selling Shareholder has not taken, and will not take, directly
or indirectly, any action designed to, or which might reasonably be
expected to, cause or result in stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the
Shares pursuant to the distribution contemplated by this Agreement, and
other than as permitted by the Act, such Selling Shareholder has not
distributed and will not distribute any prospectus or other offering
material in connection with the offering and sale of the Shares.

(ix) The part of the preliminary prospectus under the caption "Selling
Shareholders" which specifically

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relates to such Selling Shareholder or such Selling Shareholder's
affiliates does not, and will not on the Closing Date (and Option Closing
Date, if applicable), contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of circumstances under which they
were made, not misleading.

(x) At any time during such period as in the opinion of counsel for the
Underwriters a prospectus is required by law to be delivered in connection
with sales by an Underwriter or a dealer, if there is any change in the
information referred to in Section 1(d)(viii) above, the Selling
Shareholder will immediately notify you of such change.

Section 2. Sale and Delivery to the U.S. Underwriters; Closing.
(a) On the basis of the representations and warranties herein contained, and
subject to the terms and conditions herein set forth, the Company and each
Selling Shareholder severally agree to sell to each U.S. Underwriter, and each
U.S. Underwriter agrees, severally and not jointly, to purchase from the
Company and each Selling Shareholder, at the purchase price per share for the
Initial U.S. Shares to be agreed upon by the U.S. Representatives and the
Company in accordance with Section 2(b) or 2(c) and set forth in the U.S. Price
Determination Agreement, the number of Initial U.S. Shares set forth opposite
the name of such U.S. Underwriter in Schedule A, plus such additional number of
Initial U.S. Shares that such U.S. Underwriter may become obligated to purchase
pursuant to Section 11 hereof. If the Company elects to rely on Rule 430A,
Schedule A may be attached to the U.S. Price Determination Agreement.

(b) If the Company has elected not to rely upon Rule 430A, the
initial public offering price per share for the Initial U.S. Shares and the
purchase price per share for the Initial U.S. Shares to be paid by the several
U.S. Underwriters shall be agreed upon and set forth in the U.S. Price
Determination Agreement, dated the date hereof, and an amendment to the
Registration Statement containing such per share price information will be
filed before the Registration Statement becomes effective.

(c) If the Company has elected to rely upon Rule 430A, the
initial public offering price per share for the Initial U.S. Shares and the
purchase price per share for the Initial U.S. Shares to be paid by the several
U.S. Underwriters shall be agreed upon and set forth in the U.S.

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Price Determination Agreement. In the event that the U.S. Price Determination
Agreement has not been executed by the close of business on the fourth business
day following the date on which the Registration Statement becomes effective,
this Agreement shall terminate forthwith, without liability of any party to any
other party except that Sections 7 and 8 shall remain in effect.

(d) In addition, on the basis of the representations and
warranties herein contained, and subject to the terms and conditions herein set
forth, the Company hereby grants an option to the U.S. Underwriters, severally
and not jointly, to purchase up to an additional 624,000 U.S. Option Shares at
the same purchase price per share as shall be applicable to the Initial U.S.
Shares. The option hereby granted will expire 30 days after the date upon
which the Registration Statement becomes effective or, if the Company has
elected to rely upon Rule 430A, the date of the U.S. Price Determination
Agreement, and may be exercised in whole or from time to time in part only for
the purpose of covering over-allotments that may be made in connection with the
offering and distribution of the Initial U.S. Shares upon notice by you to the
Company setting forth the number of U.S. Option Shares as to which the several
U.S. Underwriters are exercising the option, and the time and date of payment
and delivery thereof. Such time and date of delivery (the "Date of Delivery")
shall be determined by you but shall not be later than five full business days
after the exercise of such option, nor in any event prior to the Closing Time.
If the option is exercised as to all or any portion of the U.S. Option Shares,
the U.S. Option Shares as to which the option is exercised shall be purchased
by the U.S. Underwriters, severally and not jointly, in the respective
proportions that bear the same relationship to the number of U.S. Option Shares
to be purchased at the Date of Delivery as the number of Initial U.S. Shares
set forth opposite the name of each U.S. Underwriter in Schedule A hereto bears
to the total number of Initial U.S. Shares (such proportions are hereinafter
referred to as each U.S. Underwriter's "underwriting obligation proportions").

(e) Payment of the purchase price for, and delivery of
certificates for, the Initial U.S. Shares shall be made at the offices of Dewey
Ballantine, 1301 Avenue of the Americas, New York, New York 10019, or at such
other place as shall be agreed upon by the Company and you, at 10:00 A.M.
either (i) on the fifth full business day after the effective date of the
Registration Statement, or (ii) if the Company has elected to rely upon Rule
430A, the fifth full business day after execution of the U.S. Price
Determination Agreement (unless, in either case, postponed

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23
pursuant to Section 11), or at such other time not more than ten full business
days thereafter as you and the Company shall determine (such date and time of
payment and delivery being herein called the "Closing Time"). In addition, in
the event that any or all of the U.S. Option Shares are purchased by the U.S
Underwriters, payment of the purchase price for, and delivery of certificates
for, such U.S. Option Shares shall be made at the offices of Dewey Ballantine
set forth above, or at such other place as the Company and you shall determine,
on the Date of Delivery as specified in the notice from you to the Company.
Payment shall be made to the Company and the Selling Shareholders by certified
or official bank check or checks in New York Clearing House funds payable to
the order of the Company or the Selling Shareholders against delivery to you
for the respective accounts of the several U.S. Underwriters of certificates
for the U.S. Shares to be purchased by them.

(f) Certificates for the Initial U.S. Shares and U.S. Option
Shares to be purchased by the U.S. Underwriters shall be in such denominations
and registered in such names as you may request in writing at least two full
business days before the Closing Time or the Date of Delivery, as the case may
be. The certificates for the Initial U.S. Shares and U.S. Option Shares will
be made available in New York City for examination and packaging by you not
later than 10:00 A.M. on the business day prior to the Closing Time or the Date
of Delivery, as the case may be.

(g) It is understood that each U.S. Underwriter has authorized
you, for its account, to accept delivery of, receipt for, and make payment of
the purchase price for, the U.S. Shares that it has agreed to purchase. You,
individually and not as U.S. Representatives, may (but shall not be obligated
to) make payment of the purchase price for the Initial U.S. Shares, or U.S.
Option Shares, to be purchased by any U.S. Underwriter whose check or checks
shall not have been received by the Closing Time or the Date of Delivery, as
the case may be.

(h) It is understood that the obligations of the Company to sell the
Offered Shares being sold by it hereunder are subject to the consummation of
the Acquisition (as defined in the Registration Statement). If the Acquisition
is not consummated, this Agreement may be terminated by the Company upon
notice to the U.S. representatives at or prior to the Closing Time, and such
Termination shall be without liability of any party to any other party except
as provided in Section 4 herein. Notwithstanding any such termination, the
provisions of Sections 7 and 8 herein shall remain in effect.

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Section 3. Certain Covenants of the Company. The Company
covenants with each U.S. Underwriter as follows:

(a) The Company will use its best efforts to cause the
Registration Statement to become effective and, if the Company elects to rely
upon Rule 430A and subject to Section 3(b), will comply in all material
respects with the requirements of Rule 430A and will notify you promptly, (i)
when the Registration Statement, or any post-effective amendment to the
Registration Statement, shall have become effective, or any supplement to the
Prospectuses or any amended Prospectuses shall have been filed, (ii) of the
receipt of any comments from the Commission, (iii) of any request by the
Commission to amend the Registration Statement or amend or supplement any
Prospectus or for additional information and (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the Offered Shares for
offering or sale in any jurisdiction, or of the institution or threatening of
any proceedings for any of such purposes. The Company will make every
reasonable effort to prevent the issuance of any such stop order or of any
order preventing or suspending such use and, if any such order is issued, to
obtain the lifting thereof at the earliest possible moment.

(b) The Company will not at any time file or make any amendment
to the Registration Statement, or any amendment or supplement (i) if the
Company has not elected to rely upon Rule 430A, to the Prospectuses or (ii) if
the Company has elected to rely upon Rule 430A, to either the prospectus
included in the Registration Statement at the time it becomes effective or to
the Prospectuses, of which you shall not have previously been advised and
furnished a copy or to which you or Davis Polk & Wardwell as counsel for the
U.S. Underwriters shall have promptly and reasonably objected in writing.

(c) The Company has furnished or will furnish to you and Davis
Polk & Wardwell as counsel for the U.S. Underwriters, without charge, as many
signed copies (as reasonably requested) of the Registration Statement as
originally filed and of all amendments thereto, whether filed before or after
the Registration Statement becomes effective, copies of all exhibits and
documents filed therewith and signed copies of all consents and certificates of
experts, as you may reasonably request and has furnished or will furnish to
you, for each other U.S. Underwriter, one conformed copy of the Registration
Statement as originally filed and each amendment thereto (without exhibits).

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(d) The Company will deliver to each U.S. Underwriter, without
charge, from time to time until the effective date of the Registration
Statement (or, if the Company has elected to rely upon Rule 430A, until the
time the U.S. Price Determination Agreement is executed and delivered), as many
copies of each preliminary prospectus as such U.S. Underwriter may reasonably
request, and the Company hereby consents to the use of such copies for purposes
permitted by the 1933 Act. The Company will deliver to each Underwriter,
without charge, as soon as the Registration Statement shall have become
effective (or, if the Company has elected to rely upon Rule 430A, as soon as
practicable after the U.S. Price Determination Agreement has been executed and
delivered) and thereafter from time to time as requested during the period when
the Prospectus is required to be delivered under the 1933 Act, such number of
copies of the Prospectuses (as supplemented or amended) as such U.S.
Underwriter may reasonably request.

(e) The Company will comply in all material respects with the
1933 Act and the 1933 Act Regulations, and the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder so as to
permit the completion of the distribution of the Offered Shares as contemplated
in this Agreement and in the Prospectuses. If at any time when a prospectus is
required by the 1933 Act to be delivered in connection with sales of the
Offered Shares any event shall occur or condition exist as a result of which it
is necessary, in the opinion of counsel for the U.S. Underwriters or counsel
for the Company, to amend the Registration Statement or amend or supplement any
Prospectus in order that the Prospectuses will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser, or if it shall be
necessary, in the opinion of either such counsel, at any such time to amend the
Registration Statement or amend or supplement any Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly prepare and file with the Commission, subject to Section 3(b),
such amendment or supplement as may be necessary to correct such untrue
statement or omission or to make the Registration Statement or the Prospectuses
comply with such requirements.

(f) The Company will endeavor, in cooperation with the U.S.
Underwriters, to qualify the Offered Shares for offering and sale under the
applicable securities laws of such states and other jurisdictions as the
Company and you may mutually agree upon and to maintain such

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26
qualifications in effect for a period of not less than one year from the
effective date of the Registration Statement; provided, however, that neither
the Company nor any of the Company's Subsidiaries shall be obligated to file
any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in
any jurisdiction in which it is not otherwise so subject. The Company will
file such statements and reports as may be required by the laws of each such
jurisdiction to maintain the qualification of the Offered Shares as above
provided.

(g) The Company will make generally available to its security
holders as soon as practicable, but not later than 60 days after the close of
the period covered thereby, an earnings statement of the Company (in form
complying with the provisions of Rule 158 of the 1933 Act Regulations),
covering a period of 12 months beginning after the effective date of the
Registration Statement but not later than the first day of the Company's fiscal
quarter next following such effective date.

(h) For a period of 90 days from the date hereof, the Company
will not, without your prior written consent, which consent shall not be
unreasonably withheld, directly or indirectly, sell, offer to sell, contract to
sell, grant any option for the sale of, or otherwise dispose of, any Common
Stock or convertible securities, other than (i) to eligible participants in the
Company's employee benefit plans pursuant to the terms thereof and to the U.S.
Underwriters pursuant to this Agreement, (ii) contributions to the Company's
employee benefit plans in accordance with the terms thereof, (iii) upon
exercise of options or warrants to purchase Common Stock, (iv) to the
International Underwriters pursuant to the International Purchase Agreement and
(v) in connection with the transactions described in the Prospectuses
(including the transactions described under the caption "The Acquisition and
Financing Plan" in the Prospectuses).

(i) If the Company has elected to rely upon Rule 430A, it will
take such steps as it deems necessary to ascertain promptly whether the form of
prospectus transmitted for filing under Rule 424(b) was received for filing by
the Commission and, in the event that it was not, it will promptly file such
prospectus.

(j) The Company, with respect to the offering of the Offered
Shares, has complied and will comply with all of the provisions of Florida H.B.
1771, codified as Section

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517.075 of the Florida Statutes, and all regulations promulgated thereunder
relating to issuers doing business with Cuba.

Section 4. Payment of Expenses. The Company will pay all
expenses incident to the performance of its obligations under this Agreement,
including (a) the printing and filing of the Registration Statement (including
financial statements and exhibits), as originally filed and as amended, the
preliminary prospectuses and the Prospectuses and any amendments or supplements
thereto, and the cost of furnishing copies thereof to the U.S. Underwriters,
(b) the printing and distribution of this Agreement (including the U.S. Price
Determination Agreement), the Agreement among U.S. Underwriters, the
Intersyndicate Agreement, the Agreement among International Underwriters, the
certificates for the U.S. Shares and the Blue Sky Survey, (c) the delivery of
the certificates for the U.S. Shares to the U.S. Underwriters, (d) the fees and
disbursements of the Company's counsel and accountants, (e) the costs and
expenses in connection with the sale of the U.S. Shares by the Selling
Shareholders as are agreed upon by the Company and the Selling Shareholders
(but in no event shall the U.S. Underwriters pay any costs and expenses of the
Selling Shareholders), (f) the qualification of the Offered Shares under the
applicable securities laws in accordance with Section 3(f) and any filing for
review of the offering with the National Association of Securities Dealers,
Inc., including filing fees and reasonable fees and disbursements of Davis Polk
& Wardwell as counsel for the U.S. Underwriters, in connection with such
qualification of the Offered Shares and the Blue Sky Survey and (g) the listing
fees and expenses incurred in connection with listing the Shares on the New
York Stock Exchange.

If this Agreement is terminated by you in accordance with the
provisions of Section 5, 10(a)(i) or 12, or by the Company in accordance with
the provisions of Section 2(h), the Company shall reimburse the U.S.
Underwriters for all their reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of Davis Polk & Wardwell as counsel for the
U.S. Underwriters.

Section 5. Conditions of U.S. Underwriters' Obligations. In
addition to the execution and delivery of the U.S Price Determination
Agreement, the obligations of the several U.S. Underwriters to purchase and pay
for the U.S. Shares that they have respectively agreed to purchase hereunder
are subject to the accuracy of the representations and warranties of the
Company contained herein (including those contained in the U.S. Price
Determination Agreement)

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or in certificates of the Company's officers delivered pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder, and to the following further conditions:

(a) The Registration Statement shall have become effective not
later than 5:30 P.M. on the date of this Agreement or, with your consent, at a
later time and date not later, however, than 5:30 P.M. on the first business
day following the date hereof, or at such later time or on such later date as
you may agree to in writing with the approval of a majority in interest of the
several U.S. Underwriters; and at the Closing Time no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act and no proceedings for that purpose shall have been instituted or
shall be pending or, to your knowledge or the knowledge of the Company, shall
have been threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the
reasonable satisfaction of Davis Polk & Wardwell as counsel for the U.S.
Underwriters. If the Company has elected to rely upon Rule 430A, Prospectuses
containing the Rule 430A Information shall have been filed with the Commission
in accordance with Rule 424(b) (or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with the
requirements of Rule 430A).

(b) At the Closing Time, you shall have received a signed opinion
of Dewey Ballantine, counsel for the Company, dated as of the Closing Time, in
form and substance reasonably satisfactory to Davis Polk & Wardwell as counsel
for the U.S. Underwriters, to the effect that:

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

(ii) The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware with corporate
power under such laws to own, lease and operate its properties and conduct
its business as described in the Prospectuses.

(iii) The Offered Shares sold by the Company pursuant to this Agreement
and the International Purchase Agreement have been duly authorized and,
when issued and delivered by the Company upon receipt of the payment
therefor in accordance with this Agreement and the International Purchase
Agreement, will be validly issued, fully paid and non-assessable. Such
Offered Shares are not subject to the preemptive or other

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similar rights of any stockholder of the Company arising by operation of
law, under the charter or bylaws of the Company or under any agreement
known to such counsel to which the Company is a party.

(iv) The Offered Shares conform in all material respects to the
description thereof contained in the Prospectuses.

(v) To the knowledge of such counsel, no authorization, approval, consent
or license of any government, governmental instrumentality or court (other
than under the 1933 Act and the 1933 Act Regulations, the Trust Indenture
Act and the securities or blue sky laws of the various states and the
securities laws of any jurisdiction in which the International Shares are
offered or sold by the International Underwriters pursuant to the
International Purchase Agreement), is required for the valid issuance, sale
and delivery of the Offered Shares by the Company (whether to you or the
Selling Shareholders upon exercise of their warrants).

(vi) Such counsel has been informed by the Commission that the
Registration Statement is effective under the 1933 Act; any required filing
of the Prospectuses or any supplement thereto pursuant to Rule 424(b) has
been made in the manner and within the time period required by Rule 424(b);
and, to the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are pending or have
been threatened by the Commission under the 1933 Act.

(vii) The Registration Statement (including the Rule 430A Information, if
applicable), the Prospectuses and each amendment or supplement to the
Registration Statement and Prospectuses, as of their respective effective
or issue dates (in each case, except for the financial statements,
supporting schedules and other financial or statistical data included
therein or omitted therefrom, as to which such counsel need express no
opinion), comply as to form in all material respects to the requirements of
the 1933 Act and the 1933 Act Regulations.

(viii) The Company is not an investment company under the Investment
Company Act of 1940.

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(ix) The transactions contemplated in the Prospectuses under the heading
"The Acquisition and the Financing Plan", to the extent described therein,
have been duly authorized by the Company; to the knowledge of such counsel,
all of the necessary consents to consummate such transactions have been
obtained (other than the consent of EPIC and its Subsidiaries with respect
to the Debt Redemption and other than as disclosed in the Registration
Statement), except where the failure to obtain such consents would not have
a material adverse effect on the consummation of the Acquisition and the
Financing Plan; to the knowledge of such counsel, there has not been any
violation on the part of the Company of any of the terms of such consents
which violation would materially and adversely affect the consummation of
the Acquisition and the Financing Plan; and to the knowledge of such
counsel, except as disclosed in the Registration Statement there is no
pending or, threatened legal or governmental proceedings with respect to
any of the consents or the transactions described in the Prospectuses under
the caption "The Acquisition and the Financing Plan" that, if the subject
of an unfavorable decision, ruling or finding, would have a material
adverse effect on the consummation of the Acquisition and the Financing
Plan.

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31
fact required to be stated therein or necessary to make the statements therein
not misleading or (B) that the Prospectuses or any amendment or supplement
thereto (except for the financial statements, supporting schedules and other
financial or statistical data included therein or omitted therefrom including
without limitation the pro forma financial information, and except for the
information set forth under the caption "EPIC Management's Discussion and
Analysis of Financial Condition and Results of Operations," as to which such
counsel need express no opinion), at the time the Prospectuses were issued, at
the time any such amended or supplemented prospectuses were issued or at the
Closing Time, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and the Company's Subsidiaries and
certificates of public officials.

(c) At the Closing Time, you shall have received a signed opinion
of Philip D. Wheeler, General Counsel for the Company, dated as of the Closing
Time, together with reproduced copies of such opinion for each of the other
U.S. Underwriters, in form and substance reasonably satisfactory to Davis Polk
& Wardwell as counsel to the U.S. Underwriters, to the effect that:

(i) The Company is duly qualified to transact business as a foreign
corporation and is in good standing in each jurisdiction in which it owns
or leases property of a nature, or transacts business of a type, that would
make such qualification necessary, except to the extent that the failure to
so qualify or be in good standing would not have a material adverse effect
on the Company and the Company's Subsidiaries, considered as one
enterprise.

(ii) Each of the Company's Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with corporate power under such laws to
own, lease and operate its properties and conduct its business as described
in the Prospectuses, or except to the extent that the failure to be in good
standing would not have a material adverse effect on the Company

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and the Company's Subsidiaries, considered as one enterprise.

(iii) Each of the Company's Subsidiaries is duly qualified to transact
business as a foreign corporation and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or transacts
business of a type, that would make such qualification necessary, except to
the extent that the failure to so qualify or be in good standing would not
have a material adverse effect on the Company and the Company's
Subsidiaries, considered as one enterprise.

(iv) The Offered Shares sold by the Company pursuant to this Agreement and
the International Purchase Agreement have been duly authorized and, when
issued and delivered by the Company upon receipt of the payment therefor in
accordance with this Agreement and the International Purchase Agreement,
will be validly issued, fully paid and non-assessable. Such Offered Shares
are not subject to the preemptive or other similar rights of any
stockholder of the Company arising by operation of law, under the charter
or bylaws of the Company or under any agreement known to such counsel to
which the Company or any of the Company's Subsidiaries is a party. The
Offered Shares to be sold by each Selling Shareholder have been duly
authorized and are validly issued, fully paid and non-assessable.

(v) All of the outstanding shares of capital stock of the Company other
than the Offered Shares have been duly authorized and validly issued and
are fully paid and non-assessable; and none of the outstanding shares of
capital stock of the Company was issued in violation of the preemptive or
other similar rights of any stockholder of the Company arising by operation
of law, under the charter or bylaws of the Company or under any agreements
known to such counsel to which the Company or any of the Company's
Subsidiaries is a party.

(vi) Based solely on an examination of relevant minute books and stock
records, except as disclosed in the Prospectuses, all of the outstanding
shares of capital stock of each of the Company's Subsidiaries have been
duly authorized and validly issued and are fully paid and non-assessable.

(vii) Such counsel does not know of any statutes or regulations, or any
pending or threatened legal or governmental proceedings, required to be
described in

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the Prospectuses that are not described as required, nor of any contracts
or documents of a character required to be described in the Registration
Statement or the Prospectuses or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

(viii) The statements made in the Prospectuses under "Reimbursement and
Regulation", to the extent that they constitute matters of law or legal
conclusions, have been reviewed by such counsel and fairly present the
information disclosed therein in all material respects.

(ix) The execution and delivery of this Agreement by the Company, the
issuance and delivery of the Offered Shares by the Company (whether to you
or the Selling Shareholders upon exercise of their warrants), the
consummation by the Company of the Acquisition, the Subordinated Debt
Offering, the Tender Offers, the Debt Redemption, the 1994 Credit Agreement
and the transactions described in the ESOP Agreement and compliance by the
Company with the terms of this Agreement have been duly authorized by all
necessary corporate action on the part of the Company and do not and will
not result in any violation of the charter or by-laws of the Company or any
of the Company's Subsidiaries, and, to the knowledge of such counsel, do
not and will not conflict with, or constitute a breach of any of the terms
or provisions of, or constitute a default under, or result in the creation
or imposition of any lien or encumbrance upon any property or assets of the
Company or any of the Company's Subsidiaries under (A) any indenture,
mortgage or loan agreement or any other agreement or instrument to which
the Company or any of the Company's Subsidiaries is a party or by which it
may be bound or to which any of their respective properties may be subject,
(B) any existing applicable law, rule or regulation (other than the
securities or blue sky laws of the various states and the securities laws
of any jurisdiction in which the International Shares are offered or sold
by the International Underwriters pursuant to the International Purchase
Agreement, as to which such counsel need express no opinion), or (C) any
judgment, order or decree of any government, governmental instrumentality
or court having jurisdiction over the Company or any of the Company's
Subsidiaries or any of their respective properties, in each case, except as
disclosed in the Prospectuses, and except for such conflicts, breaches or
defaults or liens or encumbrances that would not have a material adverse

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34
effect on the Company and the Company's Subsidiaries, considered as one
enterprise. Such counsel need express no opinion, however, as to whether
the execution, delivery and performance by the Company of this Agreement or
the consummation by the Company of the Acquisition, the Subordinated Debt
Offering, the Tender Offers, the Debt Redemption, the 1994 Credit Agreement
and the transactions described in the ESOP Agreement will constitute a
violation of, or default under, any financial covenant or financial ratios
contained in any of the agreements referred to in the preceding sentence.

In addition, such opinion shall state that such counsel has
participated in the preparation of the Registration Statement and Prospectuses
and in conferences with officers and other representatives of the Company, and
your representatives and your counsel at which the contents of the Registration
Statement, the Prospectuses and related matters were discussed and, although
such counsel need not undertake to determine independently nor pass upon or
assume any responsibility, explicitly or implicitly, for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectuses, on the basis of and subject to the foregoing, no
facts have come to the attention of such counsel to lead such counsel to
believe (A) that the Registration Statement (including the Rule 430A
Information, if applicable) or any amendment thereto (except for the financial
statements, supporting schedules and other financial or statistical data
included therein or omitted therefrom including without limitation the pro
forma financial information, and except for the information set forth under the
caption "EPIC Management's Discussion and Analysis of Financial Condition and
Results of Operations," as to which such counsel need express no opinion), as
of the date the Registration Statement or any such amendment became effective,
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 or (B) that the Prospectus or any amendment or supplement
thereto (except for the financial statements, supporting schedules and other
financial or statistical data included therein or omitted therefrom including
without limitation the pro forma financial information, and except for the
information set forth under the caption "EPIC Management's Discussion and
Analysis of Financial Condition and Results of Operations," as to which such
counsel need express no opinion), at the time the Prospectuses were issued, at
the time any such amended or supplemented prospectuses were issued or at the
Closing Time, contained or contains an untrue statement of a

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35
material fact or omitted or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

(d) At the Closing Time, you shall have received a signed opinion
of Stanley F. Baldwin, Esq., general counsel for EPIC, dated as of the Closing
Time, together with reproduced copies of such opinion for each of the other
U.S. Underwriters, in form and substance reasonably satisfactory to Davis Polk
& Wardwell as counsel to the U.S. Underwriters, substantially to the effect set
forth in Section 7.02(g) of the Merger Agreement. The parties hereto
acknowledge and agree that no personal liability to Stanley F. Baldwin shall
attach to the rendering of such opinion.

Such counsel may state that, insofar as such opinion involves
factual matters, he has relied, to the extent he deems proper, upon
certificates of officers of EPIC and EPIC's Subsidiaries and certificates of
public officials.

(e) At the Closing Time, you shall have received a signed opinion
of Johnson & Gibbs, P.C. (or its successor), counsel for EPIC, dated as of the
Closing Time, together with reproduced copies of such opinion for each of the
other U.S. Underwriters, in form and substance reasonably satisfactory to Davis
Polk & Wardwell as counsel to the U.S. Underwriters, substantially in the form
and to the effect set forth in Section 7.02(f) of the Merger Agreement and to
the effect that:

such firm has represented EPIC in connection with the transactions
contemplated by the Merger Agreement and, although such firm has not
verified, is not passing upon and does not assume any responsibility for,
the accuracy, completeness or fairness of any statements contained in the
Registration Statement or the Prospectus, on the basis of the knowledge of
such firm in connection with such representation (relying as to materiality
to a large extent upon the opinions of officers and other representatives
of EPIC, without independent check or verification), no fact has come to
their attention that has led them to believe that the section of the
Prospectuses under the heading "EPIC

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36
Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained an untrue statement of a material fact or omitted to
state a material fact required to be stated in such section or necessary to
make the statements in such section, in light of the circumstances under
which they were made, not misleading. In making the foregoing statements
in this paragraph, such firm expresses no opinion, belief or comment with
respect to any financial data or information included or incorporated by
reference in the aforementioned section of the Prospectuses. Such firm may
advise you that it has not participated in any respect in connection with
the preparation of such Prospectuses, the Registration Statements with
respect thereto or the Forms 10-K or 10-Q of EPIC from which the
information contained in the sections referred to above has been derived.

(f) At the Closing Time, you shall have received a signed opinion
of each of the counsels for each of the Selling Shareholders, dated as of the
Closing Time, together with reproduced copies of such opinion for each of the
other U.S. Underwriters, in form and substance reasonably satisfactory to Davis
Polk & Wardwell as counsel to the U.S. Underwriters, to the effect that:

(i) This Agreement and the International Purchase Agreement have been duly
authorized, executed and delivered by or on behalf of such Selling
Shareholder.

(ii) The execution and delivery by the Selling Shareholder of, and the
performance by the Selling Shareholder of its obligations under, this
Agreement, the Custody Agreement and Power of Attorney signed by the
Selling Shareholder and First Union National Bank of North Carolina as
Custodian, and the attorneys-in-fact named therein relating to the deposit
of the Shares to be sold by the Selling Shareholders and the appointment of
certain individuals as the Selling Shareholders' attorneys-in-fact to the
extent set forth therein (the "Custody Agreement"), will not contravene any
provision of applicable law, or the certificate of incorporation or by-laws
of such Selling Shareholder (if such Selling Shareholder is a corporation),
or any agreement or other instrument binding upon such Selling Shareholder
or any judgment, order or decree of any governmental body, agency or court
having jurisdiction over such Selling Shareholder, and no consent,
approval, authorization or order of or qualification with any governmental
body or agency is required for the performance by such Selling Shareholder
of its

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37
obligations under this Agreement or the Custody Agreement and Power of
Attorney of such Selling Shareholder, except 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 Shares.

(iii) Such Selling Shareholder has valid marketable title to the Shares to
be sold by such Selling Shareholder and the legal right and power, and all
authorization and approval required by law, to enter into this Agreement,
the Custody Agreement and the Power of Attorney and to sell, transfer and
deliver the Shares to be sold by such Selling Shareholder.

(iv) The Custody Agreement and the Power of Attorney has been duly
authorized, executed and delivered by such Selling Shareholder and are
valid and binding agreements of such Selling Shareholder.

(v) Delivery of the Shares to be sold by such Selling Shareholder pursuant
to this Agreement will pass marketable title to such Shares free and clear
of any security interests, claims, liens, equities and other encumbrances.

(vi) The Selling Shareholder is not an investment company under the
Investment Company Act of 1940.

(g) At the Closing Time, you shall have received signed opinions
of Dewey Ballantine and Johnson & Gibbs, P.C. (or its successor), dated as of
the Closing Time, together with reproduced copies of such opinions for each of
the other U.S. Underwriters, in form and substance reasonably satisfactory to
Davis Polk & Wardwell as counsel to the U.S. Underwriters, to the effect that
neither of (i) the discharge of that portion of the principal amount of EPIC's
loans to the EPIC ESOP Trust that exceeds the fair market value of the shares
of the EPIC Common Stock transferred by the EPIC Trustee to EPIC, or (ii) the
transfer by the EPIC Trustee to EPIC of shares of EPIC Common Stock unallocated
under the EPIC ESOP in satisfaction of EPIC's loans to the ESOP Trust, each as
contemplated by the Registration Statement, should constitute a violation of or
result in any liability under ERISA or the Code.

Each such counsel may (i) assume for purposes of such opinion,
based on the understanding of such counsel that the Trustee has retained and
received the advice of independent counsel and financial advisors, that the
Trustee has complied with the applicable fiduciary requirements of ERISA and
the Code and that the ESOP has received no less

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than adequate consideration for such shares of EPIC Common Stock, and (ii)
state that, insofar as such opinion involves factual matters, it has relied, to
the extent they deem proper, upon certificates of officers of EPIC and its
Subsidiaries and certificates of public officials.

(h) At the Closing Time, you shall have received the favorable
opinion of Davis Polk & Wardwell as counsel for the U.S. Underwriters, dated as
of the Closing Time, together with reproduced copies of such opinion for each
of the other U.S. Underwriters, to the effect that the opinions delivered
pursuant to Sections 5(b), (c), (d) and (e) appear on their face to be
appropriately responsive to the requirements of this Agreement except,
specifying the same, to the extent waived by you, and with respect to the
incorporation and legal existence of the Company, the Offered Shares, this
Agreement, the Registration Statement, the transactions contemplated under the
captions "The Acquisition and Financing Plan" in the Registration Statement,
the Prospectuses and such other related matters as you may require. In giving
such opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York, the federal law of
the United States and the corporate law of the State of Delaware, upon the
opinions of counsel satisfactory to you. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company, the
Company's Subsidiaries, EPIC and EPIC's Subsidiaries and certificates of public
officials.

(i) At the Closing Time, (i) the Registration Statement and
the Prospectuses, as they may then be amended or supplemented, shall conform in
all material respects to the requirements of the 1933 Act and the 1933 Act
Regulations, the Company shall have complied in all material respects with Rule
430A (if it shall have elected to rely thereon), the Registration Statement, as
it may then be amended or supplemented, shall 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 in the Registration Statement not
misleading, and the Prospectuses, as they may then be amended or supplemented,
shall 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
in the Prospectuses, in light of the circumstances under which they were made,
not misleading, (ii) there shall not have been, since the respective dates as
of which information is given in the Registration Statement and the
Prospectuses, any

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39
material adverse change, or any development involving a prospective material
adverse change, in the condition (financial or otherwise), earnings or business
affairs of the Company and the Company's Subsidiaries, considered as one
enterprise, or of EPIC and EPIC's Subsidiaries, considered as one enterprise,
whether or not arising in the ordinary course of business, (iii) no action,
suit or proceeding at law or in equity shall be pending or, to the knowledge of
the Company, threatened against the Company, any of the Company's Subsidiaries,
EPIC or any of EPIC's Subsidiaries that would be required to be set forth in
the Prospectuses other than as set forth therein and no proceedings shall be
pending or, to the knowledge of the Company, threatened against the Company,
any of the Company's Subsidiaries, EPIC or any of EPIC's Subsidiaries before or
by any federal, state or other commission, board or administrative agency
wherein an unfavorable decision, ruling or finding could reasonably be expected
to materially adversely affect the condition (financial or otherwise), earnings
or business affairs of the Company and the Company's Subsidiaries, considered
as one enterprise, or of EPIC and EPIC's Subsidiaries, considered as one
enterprise, other than as set forth in the Prospectuses, (iv) the Company shall
have complied in all material respects with all agreements and satisfied in all
material respects all conditions on its part to be performed or satisfied at or
prior to the Closing Time, and (v) the other representations and warranties of
the Company set forth in Section 1(a) shall be accurate as though expressly
made at and as of the Closing Time. At the Closing Time, you shall have
received a certificate of the President or a Vice President and the Treasurer
or the Controller of the Company, dated as of the Closing Time, to such effect,
but in the case of clauses (ii) and (iii) above, only with respect to the
Company and the Company's Subsidiaries.

(j) At the Closing Time, you shall have received a certificate
of the chief executive officer or chief financial officer of EPIC, dated as of
the Closing Time, to the effect set forth in Section 7.02(a) of the Merger
Agreement.

(k) With respect to the purchase of Offered Shares from any
Selling Shareholder, such Selling Shareholder shall have complied in all
material respects with all agreements and satisfied in all material respects
all conditions on its part to be performed or satisfied at or prior to the
Closing Time.

(l) On the date of this Agreement and at the Closing Time, Ernst
& Young, independent public accountants

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40
with respect to the Company, shall have furnished to you letters, dated the
respective dates of delivery thereof, in form and substance satisfactory to
you, containing statements and information of the type customarily included in
accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Prospectuses.

(m) On the date of this Agreement and at the Closing Time, Ernst
& Young, independent public accountants with respect to EPIC, shall have
furnished to you letters, dated the respective dates of delivery thereof, in
form and substance satisfactory to you, containing statements and information
of the type customarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements of EPIC and certain
financial information contained or incorporated by reference in the
Registration Statement and the Prospectuses.

(n) At the Closing Time, counsel for the U.S. Underwriters shall
have been furnished with all such documents, certificates and opinions as they
may reasonably request for the purpose of enabling them to pass upon the
issuance and sale of the Offered Shares as contemplated in this Agreement and
the matters referred to in Section 5(e) and in order to evidence the accuracy
and completeness of any of the representations, warranties or statements of the
Company, the performance of any of the covenants of the Company, or the
fulfillment of any of the conditions herein contained; and all proceedings
taken by the Company at or prior to the Closing Time in connection with the
authorization, issuance and sale of the Offered Shares by the Company (whether
to you or the Selling Shareholders upon exercise of their warrants) as
contemplated in this Agreement shall be reasonably satisfactory in form and
substance to you and to Davis Polk & Wardwell as counsel for the U.S.
Underwriters.

(o) At the Closing Time, the Company shall have consummated the
Acquisition and, after giving effect to the Acquisition, is not in default
under the 1992 Credit Agreement or any amendment thereto. The Company shall
have provided to you and Davis Polk & Wardwell as counsel for the U.S.
Underwriters copies of all documents with respect to the consummation of the
Acquisition as you or Davis Polk & Wardwell may reasonably request.

(p) With respect to the purchase of Shares from a Selling
Shareholder who is not a U.S. Person, you shall have received on the Closing
Date, a certificate of such Selling Shareholder who is not a U.S. Person to the
effect that such Selling

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Shareholder is not a U.S. Person (as defined under applicable U.S. federal tax
legislation), which certificate may be in the form of a properly completed and
executed United States Treasury Department Form W-8 (or other applicable form
or statement specified by Treasury Department regulations in lieu thereof).

(q) The International Shares to be delivered on the Closing Date
pursuant to the International Purchase Agreement shall be sold simultaneously
with the U.S. Shares sold hereunder.

If any of the conditions specified in this Section 5 shall not
have been fulfilled when and as required by this Agreement to be fulfilled,
this Agreement may be terminated by you upon notice to the Company at any time
at or prior to the Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4
herein, provided, however, that failure of any Selling Shareholder to fulfill
any of the conditions specified in this Section 5 shall not itself relieve the
several Underwriters of their obligations to purchase and pay for the Offered
Shares to be sold by the Company hereunder. Notwithstanding any such
termination, the provisions of Sections 7 and 8 herein shall remain in effect.

Section 6. Conditions to Purchase of U.S. Option Shares. In the
event that the U.S. Underwriters exercise their option granted in Section 2 to
purchase all or any of the U.S. Option Shares and the Date of Delivery
determined by you pursuant to Section 2 is later than the Closing Time, the
obligations of the several U.S. Underwriters to purchase and pay for the U.S.
Option Shares that they shall have respectively agreed to purchase pursuant to
this Agreement are subject to the accuracy of the representations and
warranties of the Company herein contained, to the performance by the Company
of its obligations hereunder and to the following further conditions:

(a) The Registration Statement shall remain effective at the Date
of Delivery, and at the Date of Delivery no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act and no proceedings for that purpose shall have been instituted or
shall be pending or, to your knowledge or to the knowledge of the Company,
shall have been threatened by the Commission, and any request on the part of
the Commission for additional information shall have been

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42
complied with to the reasonable satisfaction of Davis Polk & Wardwell as
counsel for the U.S. Underwriters.

(b) At the Date of Delivery, the provisions of Section 5(i) shall
have been complied with at and as of the Date of Delivery and, at the Date of
Delivery, you shall have received (i) a certificate of the President or a Vice
President and the Treasurer or the Controller of the Company in accordance with
the provisions of Section 5(i), dated as of the Date of Delivery, to such
effect and (ii) a Certificate of the chief executive officer or chief financial
officer of EPIC in accordance with the provisions of Section 5(j), dated as of
the Date of Delivery, to such effect.

(c) At the Date of Delivery, you shall have received the
favorable opinions of Dewey Ballantine, counsel for the Company, Philip D.
Wheeler, general counsel for the Company, Stanley F. Baldwin, Esq., general
counsel for EPIC, Johnson & Gibbs, P.C. (or its successor), counsel for EPIC,
or such other counsel reasonably satisfactory to Davis Polk & Wardwell as
counsel for the U.S. Underwriters together with reproduced copies of such
opinions for each of the other U.S. Underwriters in form and substance
satisfactory to Davis Polk & Wardwell as counsel for the U.S. Underwriters,
dated as of the Date of Delivery, relating to the U.S. Option Shares and
otherwise to the same effect as the opinions required by Sections 5(b), (c),
(d) and (e).

(d) At the Date of Delivery, you shall have received the
favorable opinion of Davis Polk & Wardwell, counsel for the U.S. Underwriters,
dated as of the Date of Delivery, relating to the U.S. Option Shares and
otherwise to the same effect as the opinion required by Section 5(h).

(e) At the Date of Delivery, you shall have received a letter
from Ernst & Young, in form and substance satisfactory to you and dated as of
the Date of Delivery, to the effect that they reaffirm the statements made in
the letter furnished pursuant to Section 5(m), except that the specified date
referred to shall be a date not more than five days prior to the Date of
Delivery.

(f) At the Date of Delivery, Davis Polk & Wardwell as counsel for
the U.S. Underwriters shall have been furnished with all such documents,
certificates and opinions as they may reasonably request for the purpose of
enabling them to pass upon the issuance and sale of the U.S. Option Shares as
contemplated in this Agreement and the matters referred to in Section 6(d) and
in order to evidence the accuracy and completeness of any of the
representations,

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warranties or statements of the Company, the performance of any of the
covenants of the Company, or the fulfillment of any of the conditions herein
contained; and all proceedings taken by the Company at or prior to the Date of
Delivery in connection with the authorization, issuance and sale of the U.S.
Option Shares as contemplated in this Agreement shall be reasonably
satisfactory in form and substance to you and to Davis Polk & Wardwell as
counsel for the U.S. Underwriters.

(g) At the Date of Delivery, the Company shall have consummated
the Acquisition and, after giving effect to the Acquisition, is not in default
under the 1992 Credit Agreement or any amendment thereto. The Company shall
have provided to you and Davis Polk & Wardwell as counsel for the U.S.
Underwriters copies of all documents with respect to the consummation of the
Acquisition as you or Davis Polk & Wardwell may reasonably request.

Section 7. Indemnification. (a) The Company agrees, and the
Selling Shareholders severally agree, to indemnify and hold harmless each U.S.
Underwriter and each person, if any, who controls any U.S. Underwriter within
the meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information, if
applicable, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of an untrue statement or alleged
untrue statement of a material fact included in any preliminary prospectus
or the Prospectuses (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and

42
44
(iii) against any and all expense whatsoever, as incurred (including,
subject to the last sentence of Section 7(c), fees and disbursements of
counsel chosen by you to represent the U.S. Underwriters), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to
the extent that any such expense is not paid under subparagraph (i) or (ii)
above;

provided, however, that with respect to the indemnity provided by any Selling
Shareholder, the indemnity shall only apply to information relating to such
Selling Shareholder furnished or confirmed in writing by such Selling
Shareholder for use in the Registration Statement (or any amendments thereto);
and provided, further, that this indemnity does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished or confirmed in writing to
the Company by or on behalf of any Underwriter through you or the International
Representatives expressly for use in the Registration Statement (or any
amendment thereto), including the Rule 430A Information, if applicable, or any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto); and provided further that the foregoing indemnification with respect
to any untrue statement contained in or any omission from a preliminary
prospectus shall not inure to the benefit of any U.S. Underwriter (or any
person controlling such U.S. Underwriter) from whom the person asserting any
such losses, claims, damages, liabilities, or expenses purchased any of the
Offered Shares if a copy of the Prospectus (or the Prospectus as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such U.S. Underwriter to such
person, if such is required by law, at or prior to the written confirmation of
the sale of such Offered Shares to such person and the Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such loss,
claim, damage, liability or expense and provided further that in no event shall
any Selling Shareholder be liable by reason of this Section 7 in an aggregate
amount in excess of the gross proceeds to such Selling Shareholder from the
sale of Offered Shares by such Selling Shareholder pursuant to this Agreement.

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45
(b) Each U.S. Underwriter severally agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement, the Selling Shareholders and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act, against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in Section 7(a), as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, made
in the Registration Statement (or any amendment thereto), including the Rule
430A Information, if applicable, or any preliminary prospectus or the
Prospectuses (or any amendment or supplement thereto) in reliance upon and in
conformity with information furnished or confirmed in writing to the Company by
or on behalf of such U.S. Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
Information, if applicable, or such preliminary prospectus or the Prospectuses
(or any amendment or supplement thereto).

(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate
at its own expense in the defense of such action. In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.

Section 8. Contribution. In order to provide for just and
equitable contribution in circumstances under which the indemnity provided for
in Section 7 is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company, the
Selling Shareholders and the U.S. Underwriters shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity incurred by the Company, one or more of the
Selling Shareholders and one or more of the U.S. Underwriters, as incurred, in
such proportions that (a) the U.S. Underwriters are responsible for that
portion represented by the percentage that the underwriting discount appearing
on the cover page of the Prospectuses bears to the initial public offering
price appearing thereon and (b) the Company and the Selling Shareholders are
responsible for the balance

44
46
(with the Company and each of the Selling Shareholders responsible in
proportion to the net proceeds from the Offerings (as defined in the
Registration Statement) (before deducting expenses) received by each of the
Company and such Selling Shareholder); provided, however, that no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section, each
person, if any, who controls a U.S. Underwriter within the meaning of Section
15 of the 1933 Act shall have the same rights to contribution as such U.S.
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company.

Section 9. Representations, Warranties and Agreements to Survive
Delivery. The representations, warranties, indemnities, agreements and other
statements of the Company, the Selling Shareholders and the U.S. Underwriters
or their respective officers set forth in or made pursuant to this Agreement
will remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Company, any of the Selling
Shareholders or any U.S. Underwriter or controlling person and will survive
delivery of and payment for the Offered Shares.

Section 10. Termination of Agreement. (a) You may terminate
this Agreement, by notice to the Sellers, at any time at or prior to the
Closing Time (i) if there has been, since the respective dates as of which
information is given in the Registration Statement, any material adverse
change, or any development involving a prospective material adverse change, in
the condition (financial or otherwise), earnings or business affairs of the
Company and the Company's Subsidiaries, considered as one enterprise, or of
EPIC and EPIC's Subsidiaries, considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
material adverse change in the financial markets in the United States or any
outbreak of hostilities or escalation of existing hostilities or other calamity
or crisis the effect of which is such as to make it, in your reasonable
judgment, impracticable to market the U.S. Shares or enforce contracts for the
sale of the U.S. Shares, or (iii) if trading in any securities of the Company
has been suspended by the Commission, or if trading generally on the New York
Stock Exchange or in the over-the-counter market has been suspended, or minimum
or

45
47
maximum prices for trading have been fixed, or maximum ranges for prices for
securities have been required, by such exchange or by order of the Commission
or any other governmental authority, or (iv) if a banking moratorium has been
declared by either federal or New York authorities.

(b) If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party,
except to the extent provided in Section 4. Notwithstanding any such
termination, the provisions of Sections 7 and 8 shall remain in effect.

(c) This Agreement may also terminate pursuant to the provisions
of Section 2(c), with the effect stated in such Section.

Section 11. Default by One or More of the U.S. Underwriters. If
one or more of the U.S. Underwriters shall fail at the Closing Time to purchase
the Initial U.S. Shares that it or they are obligated to purchase pursuant to
this Agreement (the "Defaulted U.S. Shares"), you shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-
defaulting U.S. Underwriters, or any other underwriters, to purchase all, but
not less than all, of the Defaulted U.S. Shares in such amounts as may be
agreed upon and upon the terms set forth in this Agreement; if, however, you
have not completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted U.S. Shares does not exceed 10% of
the total number of Initial U.S. Shares, the non-defaulting U.S.
Underwriters shall be obligated to purchase the full amount thereof in the
proportions that their respective Initial U.S. Share underwriting
obligation proportions bear to the underwriting obligation proportions of
all non-defaulting U.S. Underwriters, or

(b) if the number of Defaulted U.S. Shares exceeds 10% of the
total number of Initial U.S. Shares, this Agreement shall terminate without
liability on the part of any non-defaulting U.S. Underwriter.

No action taken pursuant to this Section shall relieve any
defaulting U.S. Underwriter from liability in respect of its default.

In the event of any such default that does not result in a
termination of this Agreement, either you or the Company shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any

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48
required changes in the Registration Statement or Prospectuses or in any other
documents or arrangements. As used herein, the term "U.S. Underwriter"
includes any person substituted for a U.S. Underwriter under this Section 11.

Section 12. Agreements of the Selling Shareholders. The Selling
Shareholders severally agree with you and the Company:

(a) To pay or to cause to be paid all transfer taxes with respect
to the Shares to be sold by the Selling Shareholders; and

(b) To take all reasonable actions in cooperation with the
Company and the Underwriters to cause the Registration Statement to become
effective at the earliest possible time, to do and perform all things to be
done and performed under this Agreement prior to the Closing Date and to
satisfy all conditions precedent to the delivery of the Shares pursuant to
this Agreement.

Section 13. Default by the Company. If the Company shall fail at
the Closing Time to sell and deliver the number of Offered Shares that it is
obligated to sell, then this Agreement shall terminate without any liability on
the part of any non-defaulting party except to the extent provided in Section
4 and except that the provisions of Sections 7 and 8 shall remain in effect.

No action taken pursuant to this Section shall relieve the Company
from liability, if any, in respect of such default.

Section 14. Notices. All notices and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
if delivered, mailed or transmitted by any standard form of telecommunication
(notices transmitted by telecopier to be promptly confirmed in writing).
Notices to you or the U.S. Underwriters shall be directed to you c/o Merrill
Lynch, Pierce, Fenner & Smith Incorporated at Merrill Lynch World Headquarters,
North Tower, World Financial Center, New York, New York 10281, attention of
Raymond L.M. Wong; and notices to the Company shall be directed to it at 4525
Harding Road, Nashville, Tennessee 37205 (telecopier no.: (615) 298-6377),
attention of Philip D. Wheeler, Esq.

Section 15. Parties. This Agreement is made solely for the
benefit of the several U.S. Underwriters and the Company and, to the extent
expressed, any person controlling the Company or any of the U.S. Underwriters,
and

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49
the directors of the Company, its officers who have signed the Registration
Statement, and their respective executors, administrators, successors and
assigns and, subject to the provisions of Section 11, no other person shall
acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" shall not include any purchaser, as such purchaser,
from any of the several U.S. Underwriters of the U.S. Shares. All of the
obligations of the U.S. Underwriters hereunder are several and not joint.

Section 16. Representation of U.S. Underwriters. You will act
for the several U.S. Underwriters in connection with this offering, and any
action under or in respect of this Agreement taken by you as U.S.
Representatives will be binding upon all the U.S. Underwriters.

Section 17. Governing Law and Time. This Agreement shall be
governed by the laws of the State of New York. Specified times of the day
refer to New York City time.

Section 18. Counterparts. This Agreement may be executed in one
or more counterparts and, when a counterpart has been executed by each party,
all such counterparts taken together shall constitute one and the same
agreement.

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50
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company and the several
U.S. Underwriters in accordance with its terms.

Very truly yours,

HEALTHTRUST, INC. - THE HOSPITAL
COMPANY

By______________________________
Name:
Title:

EACH OF THE SELLING SHAREHOLDERS
NAMED IN SCHEDULE B HERETO

By______________________________
Name:
Title: Attorney-in-Fact

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

By: MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

By_________________________
Name:
Title:

For themselves and as U.S. Representatives of the
other U.S. Underwriters named in Schedule A.

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51
Exhibit A

HEALTHTRUST, INC. - THE HOSPITAL COMPANY
(a Delaware corporation)

4,976,323 Shares

of Common Stock

U.S. PRICE DETERMINATION AGREEMENT

April 28, 1994

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
As Representatives of the several Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1201

Dear Sirs:

Reference is made to the U.S. Purchase Agreement dated April 28,
1994 (the "U.S. Purchase Agreement") among Healthtrust, Inc. - The Hospital
Company, a Delaware corporation (the "Company"), the Selling Shareholders named
in Schedule B thereto and the several U.S. Underwriters named in Schedule A
thereto or hereto (the "U.S. Underwriters"), for whom Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Donaldson, Lufkin &
Jenrette Securities Corporation are acting as representatives (the "U.S.
Representatives"). The U.S. Purchase Agreement provides for the purchase by
the U.S. Underwriters from the Company and the Selling Shareholders, subject to
the terms and conditions set forth therein, of an aggregate of 4,976,323 shares
(the "Initial U.S. Shares") of the Company's common stock, par value $.001 per
share. This Agreement is the U.S. Price Determination Agreement referred to in
the U.S. Purchase Agreement.

Pursuant to Section 2 of the U.S. Purchase Agreement, the
undersigned agree with the U.S. Representatives as follows:

52
1. The initial public offering price per share for the Initial
U.S. Shares shall be $28.25.

2. The purchase price per share for the Initial U.S. Shares to be
paid by the several U.S. Underwriters shall be $27.12, representing an
amount equal to the initial public offering price set forth above, less
$1.13 per share.

The Company represents and warrants to each of the U.S.
Underwriters that the representations and warranties of the Company set forth
in Section 1(a) of the U.S. Purchase Agreement are accurate as though expressly
made at and as of the date hereof.

The Selling Shareholders represent and warrant to each of the U.S.
Underwriters that the representation and warranties of the Selling Shareholders
set forth in Section 1(d) of the U.S. Purchase Agreement are accurate as though
expressly made at and as of the date hereof.

As contemplated by Section 2 of the U.S. Purchase Agreement,
attached as Schedule A is a completed list of the several U.S. Underwriters,
which shall be a part of this Agreement and the U.S. Purchase Agreement.

This Agreement shall be governed by the laws of the State of New
York.

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53
If the foregoing is in accordance with the understanding of the
U.S. Representatives of the agreement between the U.S. Underwriters and the
Company, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts and together with the U.S. Purchase
Agreement shall be a binding agreement among the U.S. Underwriters and the
Company in accordance with its terms and the terms of the U.S. Purchase
Agreement.

Very truly yours,

HEALTHTRUST, INC. - THE HOSPITAL
COMPANY

By______________________________
Name:
Title:

EACH OF THE SELLING SHAREHOLDERS
NAMED IN SCHEDULE B TO THE U.S.
PURCHASE AGREEMENT

By______________________________
Name:
Title: Attorney-in-Fact

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

By: MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

By_________________________
Name:
Title:

For themselves and as U.S. Representatives of the
other U.S. Underwriters named in Schedule A
attached to the U.S. Purchase Agreement.

3
54
SCHEDULE A

Number of
Initial U.S. Shares
Underwriter to be Purchased
----------- -------------------

Merrill Lynch, Pierce, Fenner
& Smith Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,688,162
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,688,161
CS First Boston Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
Salomon Brothers Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
Bear, Stearns & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
Dillon, Read & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
J.P. Morgan Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
J.C. Bradford & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Equitable Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Johnson Rice & Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Kemper Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
C.J. Lawrence/Deutsche Bank Securities
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
ScotiaMcLeod (USA) Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,976,323
=========

SCHEDULE B

SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
TO BE SOLD TO BE SOLD TO THE
TO THE U.S. INTERNATIONAL
SELLING SHAREHOLDER UNDERWRITERS MANAGERS
------------------- ------------ -----------

Base Assets Trust . . . . . . . . . . . . . . . . . . . . . . 516,764 129,191

Commonwealth Life Insurance . . . . . . . . . . . . . . . . . 77,600 19,400

Guaranty Reassurance Corporation . . . . . . . . . . . . . . 37,720 9,430

American Financial Corporation . . . . . . . . . . . . . . . 22,632 5,658

Flexi-Van Leasing, Inc. . . . . . . . . . . . . . . . . . . . 22,632 5,658

Donaldson, Lufkin & Jenrette Securities Corporation . . . . . 16,700 4,175

Western Financial Savings Bank . . . . . . . . . . . . . . . 15,088 3,772

Berkeley Atlantic Income Limited . . . . . . . . . . . . . . 11,316 2,829

Comdisco, Inc. . . . . . . . . . . . . . . . . . . . . . . . 11,316 2,829

Lexington Precision Corporation . . . . . . . . . . . . . . . 11,316 2,829

Thomas Spiegel . . . . . . . . . . . . . . . . . . . . . . . 11,316 2,829

EQJ Partnership . . . . . . . . . . . . . . . . . . . . . . . 8,290 2,072

Equitable Life Assurance Society . . . . . . . . . . . . . . 6,400 1,600

Wolfson Equities. . . . . . . . . . . . . . . . . . . . . . 6,000 1,500

American Capital High Yield Investments Inc. . . . . . . . . 4,795 1,199

John Chulick & Kathi Chulick . . . . . . . . . . . . . . . . 4,602 1,150

Berkeley Technology Investments Limited . . . . . . . . . . . 4,526 1,132

General American Life Insurance Co. . . . . . . . . . . . . . 3,772 943

National Western Life Insurance Co. . . . . . . . . . . . . . 3,018 754

Universal Medical Buildings L.P. . . . . . . . . . . . . . . 3,000 750

South Ferry #2 L.P. . . . . . . . . . . . . . . . . . . . . 2,400 600

Christian Brothers Institute . . . . . . . . . . . . . . . . 2,263 566

Stephen Swid . . . . . . . . . . . . . . . . . . . . . . . . 2,263 566

The Westwood Group, Inc. . . . . . . . . . . . . . . . . . . 2,263 566

Worldwide Special Portfolio N.V. . . . . . . . . . . . . . . 2,263 566

American Capital Income Trust . . . . . . . . . . . . . . . . 2,129 532

Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . 1,509 377

Warren F. Langford Trust . . . . . . . . . . . . . . . . . . 1,056 264

Citizens Trust Company . . . . . . . . . . . . . . . . . . . 754 189

American Capital Life Investment Trust . . . . . . . . . . . 620 155
------- -------

Total . . . . . . . . . . . . . . . . . . . . . . . . 816,323 204,081