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EXHIBIT 1.2

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

1,244,081 SHARES OF COMMON STOCK

INTERNATIONAL PURCHASE AGREEMENT

DATED: APRIL 28, 1994

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

1,244,081 SHARES OF COMMON STOCK

INTERNATIONAL PURCHASE AGREEMENT

April 28, 1994

MERRILL LYNCH INTERNATIONAL LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
As Representatives of
the several Managers
c/o Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

Healthtrust, Inc. - The Hospital Company, a Delaware
corporation (the "Company"), proposes to issue and sell to the managers named
in Schedule A hereto (collectively, the "Managers"), for whom you are acting as
Co-Lead Managers (the "Co-Lead Managers"), an aggregate of 1,040,000 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 I hereto severally propose to sell to the
several Managers, an aggregate of 204,081 shares of Common Stock. Such shares
of Common Stock are to be sold to each Manager, acting severally and not
jointly, in such amounts as are set forth in Schedule A opposite the name of
such Manager. The Company also grants to the Managers, severally and not
jointly, the option described in Section 2 to purchase all or any part of
156,000 additional shares of Common Stock to cover over-allotments. The
aforesaid 1,244,081 shares of Common Stock (the "Initial International
Shares"), together with all or any part of the 156,000 additional shares of
Common Stock subject to the option described in Section 2 (the "International
Option Shares"), are collectively herein called the "International Shares".
The International Shares are more fully described in the International
Prospectus referred to below. The Company and the Selling Shareholders are
hereinafter sometimes collectively referred to as the Sellers.

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It is understood that the Company and the Selling Shareholders
are concurrently entering into an agreement, dated the date hereof (the "U.S.
Purchase Agreement"), providing for issuance and sale by the Company of
4,160,000 shares of Common Stock and the sale by the Selling Shareholders of
816,323 shares of Common Stock (together, the "Initial U.S. Shares") through
arrangements with certain underwriters in the United States and Canada (the
"U.S. Underwriters"), for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation are acting
as representatives (the "U.S. Representatives"), and the grant by the Company
to the U.S. Representatives of an option to purchase all or any part of 624,000
additional shares of Common Stock (the "U.S. Option Shares") to cover
over-allotments. The Initial U.S. Shares and the U.S. Option Shares are
hereinafter collectively referred to as the "U.S. Shares". The U.S. Shares and
the International Shares are hereinafter collectively referred to as the
"Offered Shares".

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

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

The initial public offering price per share for the
International Shares and the purchase price per share for the International
Shares to be paid by the several Managers shall be agreed upon by the Company,
the Selling Shareholders and the Co-Lead Managers, acting on behalf of the
several Managers, and such agreement shall be set forth in a separate written
instrument substantially in the form of Exhibit A hereto (the "International
Price Determination Agreement"). The International 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 Co-Lead
Managers and shall specify such applicable information as is indicated in
Exhibit A hereto. The offering of the International Shares will be governed by
this Agreement, as supplemented by the International Price Determination
Agreement. From and after the date of the execution and delivery of the
International Price

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Determination Agreement, this Agreement shall be deemed to incorporate, and all
references herein to "this Agreement" or "herein" shall be deemed to include,
the International Price Determination Agreement.

The initial public offering price per share and the purchase
price per share for the U.S. Shares to be paid by the U.S. Underwriters
pursuant to the U.S. Purchase Agreement shall be set forth in a separate
agreement (the "U.S. Price Determination Agreement"), the form of which is
attached to the U.S. Purchase Agreement. The purchase price per share for the
U.S. Shares to be paid by the several U.S. Underwriters shall be identical to
the purchase price per share for the International Shares to be paid by the
several Managers 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 International Price Determination
Agreement. (1) 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 Form of International Prospectus
and Form

____________________

(1)Two forms of prospectus are to be used in connection with
the offering and sale of the Offered Shares: one relating to the
International Shares (the "Form of International Prospectus") and
one relating to the U.S. Shares (the "Form of U.S. 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.

of U.S. Prospectus used before the time such registration statement
becomes effective, and any Form of International Prospectus and Form of U.S.
Prospectus that omits the Rule 430A Information that is used after such
effectiveness and prior to the execution and delivery of the International
Price Determination Agreement or the U.S. 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 International Prospectus
and Form of U.S. Prospectus included in the Registration Statement at the time
it becomes effective is herein called the "International Prospectus" and the
"U.S. Prospectus", respectively, and, collectively, the "Prospectuses" and,
individually, a "Prospectus", except that, if the final International
Prospectus or U.S. Prospectus, as the case may be, first furnished to the
Managers or the U.S. Underwriters after the execution of the International
Price Determination Agreement or the U.S. 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 "International Prospectus", "U.S. Prospectus",
"Prospectuses" and "Prospectus" shall refer to the final International
Prospectus or U.S. Prospectus, as the case may be, first furnished to the
Managers or the U.S. Underwriters, as the case may be, for such use.

The Company and the Selling Shareholders understand that the
Managers propose to make a public offering of the International Shares as soon
as you deem advisable after the Registration Statement becomes effective and
the International 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.

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

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(i) When the Registration Statement shall become
effective, if the Company has elected to rely upon Rule 430A, on the
date of the International Price Determination Agreement, 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 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

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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 the opinion 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 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

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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 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 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.

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(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, 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

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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 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

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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".

(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

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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 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

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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 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

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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), 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

16
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.

(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").

17
(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.

(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

18
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 Managers
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.

(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 U.S. 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

19
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, 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

20
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 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 Managers; 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 Manager, and each Manager agrees,
severally and not jointly, to purchase from the Company and each Selling
Shareholder, at the purchase

21
price per share for the Initial International Shares to be agreed upon by the
Co-Lead Managers and the Company in accordance with Section 2(b) or 2(c) and
set forth in the International Price Determination Agreement, the number of
Initial International Shares set forth opposite the name of such Manager in
Schedule A, plus such additional number of Initial International Shares such
Manager 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
International 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 International Shares
and the purchase price per share for the Initial International Shares to be
paid by the several Managers shall be agreed upon and set forth in the
International 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 International Shares
and the purchase price per share for the Initial International Shares to be
paid by the several Managers shall be agreed upon and set forth in the
International Price Determination Agreement. In the event that the
International 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 Managers, severally and not
jointly, to purchase up to an additional 156,000 International Option Shares at
the same purchase price per share as shall be applicable to the Initial
International 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 International 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 International
Shares upon notice by you to the Company setting forth the number of
International Option Shares as to which the several Managers are exercising the
option, and the time

22
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
International Option Shares, the International Option Shares as to which the
option is exercised shall be purchased by the Managers, severally and not
jointly, in the respective proportions that bear the same relationship to the
number of International Option Shares to be purchased at the Date of Delivery
as the number of Initial International Shares set forth opposite the name of
each Manager in Schedule A hereto bears to the total number of Initial
International Shares (such proportions are hereinafter referred to as each
Manager's "underwriting obligation proportions").

(e) Payment of the purchase price for, and delivery of
certificates for, the Initial International 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 International Price
Determination Agreement (unless, in either case, postponed pursuant to Section
11 or 12), 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 International Option Shares are purchased by
the Managers, payment of the purchase price for, and delivery of certificates
for, such International Option Shares shall be made at the offices of Davis
Polk & Wardwell 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 Managers of
certificates for the International Shares to be purchased by them.

(f) Certificates for the Initial International Shares and the
International Option Shares to be purchased by the Managers 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 International Shares and
International Option Shares will be

23
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 Manager has authorized you, for
its account, to accept delivery of, receipt for, and make payment of the
purchase price for, the International Shares that it has agreed to purchase.
You, individually and not as a Co-Lead Manager, may (but shall not be
obligated to) make payment of the purchase price for the Initial International
Shares or International Option Shares, to be purchased by any Manager 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.

Section 3. Certain Covenants of the Company. The Company
covenants with each Manager 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

24
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
Managers 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 Managers, 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).

(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 International 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 International 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

25
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 Managers 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 Managers,
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 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 the prior written consent of the U.S. Representatives, which
consent shall not be unreasonably

26
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
Managers 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 U.S.
Underwriters pursuant to the U.S. 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 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 Managers, (b) the
printing and distribution of this Agreement (including the International Price
Determination Agreement), the Agreement among Managers, the Intersyndicate
Agreement, the Agreement among U.S. Underwriters, the certificates for the
International Shares and the Blue Sky Survey, (c) the delivery of the
certificates for the International Shares to the Managers (d) the fees and
disbursements of the Company's counsel and accountants, (e) the costs and
expenses in connection with the sale of the International Shares by the Selling
Shareholders as are agreed upon by the Company and the Selling Shareholders
(but in no event shall the Managers 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

27
the National Association of Securities Dealers, Inc., including filing fees and
reasonable fees and disbursements of Davis Polk & Wardwell as counsel for the
Managers, 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 Offered 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 Managers for
all their reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of Davis Polk & Wardwell as counsel for the Managers.

Section 5. Conditions of Managers' Obligations. In addition to
the execution and delivery of the International Price Determination Agreement,
the obligations of the several Managers to purchase and pay for the
International 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 International Price
Determination Agreement) 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 Managers; 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 Managers.
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).

28
(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 Managers, 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 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

29
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.

(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.

In addition, such opinion shall state that such counsel has
participated in the preparation of the Registration Statement and Prospectuses
and in conferences

30
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 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
Managers, in form and substance reasonably satisfactory to Davis Polk &
Wardwell as counsel to the Managers, to the effect that:

31
(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
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

32
violation of the preemptive or other similar rights of any stockholder of
the Company arising by operation oflaw, 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 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

33
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
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

34
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 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
Managers, in form and substance reasonably satisfactory to Davis Polk &
Wardwell as counsel to the Managers, 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 Managers, in form and substance reasonably satisfactory to Davis Polk &
Wardwell as counsel to the Managers, 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,

35
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 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 Managers, in form and substance reasonably satisfactory to Davis Polk &
Wardwell as counsel to the Managers, 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

36
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
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 Managers, in form and substance reasonably satisfactory to Davis Polk
& Wardwell as counsel to the Managers, 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

37
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 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 Managers, dated as of the
Closing Time, together with reproduced copies of such opinion for each of the
other Managers, 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

38
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 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.

39
(l) On the date of this Agreement and at the Closing Time, Ernst
& Young, independent public accountants 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 Managers 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 Managers.

(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 Managers
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

40
Shareholder who is not a U.S. Person to the effect that such Selling
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 Managers exercise their option granted in Section 2 to purchase
all or any of the International 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 Managers to purchase and pay for the International
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 complied with to the
reasonable satisfaction of Davis Polk & Wardwell as counsel for the Managers.

41
(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 Managers together with reproduced copies of such opinions for
each of the other Managers in form and substance satisfactory to Davis Polk &
Wardwell as counsel for the Managers, dated as of the Date of Delivery,
relating to the International 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 Managers, 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 Managers 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,
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

42
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 Managers.

(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 Managers
copies of all documents with respect to the consummation of the Acquisition as
you or Davis Polk & Wardwell may reasonably request.

Section 7. Indemnification. (h) 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

(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 Managers),
reasonably incurred in

43
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.

(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

44
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 Managers 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 Managers, as incurred, in such proportions that (a) the
Managers 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 (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,

45
if any, who controls a Manager within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as such Manager, 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 Managers 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 Manager 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 International Shares or enforce contracts
for the sale of the International 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 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.

46
(c) This Agreement may also terminate pursuant to the
provisions of Section 2(c), with the effect stated in such Section.

(d) If the U.S. Purchase Agreement shall terminate for any
reason, this Agreement shall terminate.

Section 11. Default by One or More of the Managers. If one or
more of the Managers shall fail at the Closing Time to purchase the Initial
International Shares that it or they are obligated to purchase pursuant to this
Agreement (the "Defaulted International Shares"), you shall have the right,
within 24 hours thereafter, to make arrangements for one or more of the non-
defaulting Managers, or any other underwriters, to purchase all, but not less
than all, of the Defaulted International 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 International Shares does not
exceed 10% of the total number of Initial International Shares, the
non-defaulting Managers shall be obligated to purchase the full amount
thereof in the proportions that their respective Initial International
Share underwriting obligation proportions bear to the underwriting
obligation proportions of all non-defaulting Managers, or

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

No action taken pursuant to this Section shall relieve any
defaulting Manager 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 required changes in the Registration Statement or Prospectuses or in
any other documents or arrangements. As used herein, the term "Manager"
includes any person substituted for a Manager under this Section 11.

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

47
(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 Managers 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 Managers shall be directed to you c/o Merrill Lynch
International Limited, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY,
England, attention of Ms. Georgia May; 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 Managers and the Company and, to the extent expressed,
any person controlling the Company or any of the Managers, and 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 Managers
of the International Shares. All of the obligations of the Managers hereunder
are several and not joint.

48
Section 16. Representation of Co-Lead Managers. You will act for
the several Managers in connection with this offering, and any action under or
in respect of this Agreement taken by you as Co-Lead Managers will be binding
upon all the Managers.

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.

49
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
Managers 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 INTERNATIONAL LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By: MERRILL LYNCH INTERNATIONAL
LIMITED

By:
_______________________
Attorney-in-Fact

For themselves and as Co-Lead Managers of the other Managers named in Schedule
A.

50
EXHIBIT A

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

1,244,081 SHARES

OF COMMON STOCK

INTERNATIONAL PRICE DETERMINATION AGREEMENT

April 28, 1994

MERRILL LYNCH INTERNATIONAL LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
As Representatives of the
several Managers
c/o Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

Reference is made to the International Purchase Agreement dated
April 28, 1994 (the "International Purchase Agreement") among Healthtrust, Inc.
- - - The Hospital Company, a Delaware corporation (the "Company"), the Selling
Shareholders named in Schedule I to the International Purchase Agreement (the
"Selling Shareholders") and the several Managers named in Schedule A thereto or
hereto (the "Managers"), for whom Merrill Lynch International Limited and
Donaldson, Lufkin & Jenrette Securities Corporation are acting as Co-Lead
Managers (the "Co-Lead Managers"). The International Purchase Agreement
provides for the purchase by the Managers from the Company and the Selling
Shareholders, subject to the terms and conditions set forth therein, of an
aggregate of 1,244,081 shares (the "Initial International Shares") of the
Company's common stock, par value $.001 per share. This Agreement is the
International Price Determination Agreement referred to in the International
Purchase Agreement.

51
Pursuant to Section 2 of the International Purchase Agreement,
the undersigned agree with the Co-Lead Managers as follows:

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

2. The purchase price per share for the Initial International
Shares to be paid by the several Managers 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 Managers that
the representations and warranties of the Company set forth in Section 1(a) of
the International 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
Managers that the representations and warranties set forth in Section 1(d) of
the International Purchase Agreement are accurate as though expressly made at
and as of the date hereof.

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

2
52
This Agreement shall be governed by the laws of the State of New
York.

If the foregoing is in accordance with the understanding of the
Co-Lead Managers of the agreement between the Managers and the Company, please
sign and return to the Company a counterpart hereof, whereupon this instrument
along with all counterparts and together with the International Purchase
Agreement shall be a binding agreement among the Managers and the Company in
accordance with its terms and the terms of the International Purchase
Agreement.

Very truly yours,

HEALTHTRUST, INC. - THE HOSPITAL COMPANY

By:______________________________
Name:
Title:

EACH OF THE SELLING SHAREHOLDERS
NAMED IN SCHEDULE B TO THE
INTERNATIONAL PURCHASE AGREEMENT

By:______________________________
Name:
Title: Attorney-in-Fact

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH INTERNATIONAL LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By: MERRILL LYNCH INTERNATIONAL
LIMITED

By:________________________
Attorney-in-Fact

For themselves and as Co-Lead Managers of the other Managers named in Schedule
A attached to the International Purchase Agreement

3
53
SCHEDULE A

NUMBER OF INITIAL
INTERNATIONAL SHARES
MANAGER TO BE PURCHASED
------- --------------------

Merrill Lynch International Limited . . . . . . . . . . . . . 472,041
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . . . . . 472,040
ABN AMRO Bank N.V. . . . . . . . . . . . . . . . . . . . . . 60,000
Deutsche Bank Aktiengesellschaft . . . . . . . . . . . . . . 60,000
Dresdner Bank Aktiengesellschaft . . . . . . . . . . . . . . 60,000
RBC Dominion Securities Inc. . . . . . . . . . . . . . . . . 60,000
Swiss Bank Corporation . . . . . . . . . . . . . . . . . . . 60,000
--------

Total . . . . . . . . . . . . . . . . . . . . 1,244,081
=========

54
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

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

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