<SUBMISSION>
<ACCESSION-NUMBER>0000950123-01-002017
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010305
<GROUP-MEMBERS>CANDOVER 1997 FUND
<GROUP-MEMBERS>CANDOVER INVESTMENTS PLC
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>CLINTRIALS RESEARCH INC
<CIK>0000870978
<ASSIGNED-SIC>8734
<IRS-NUMBER>621406017
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-48381
<FILM-NUMBER>1561497
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>11000 WESTON PARKWAY
<CITY>CARY
<STATE>NC
<ZIP>27513
<PHONE>9194622556
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>11000 WESTON PARKWAY
<CITY>CARY
<STATE>NC
<ZIP>27513
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CLINTRIALS INC
<DATE-CHANGED>19930930
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>CANDOVER INVESTMENTS PLC
<CIK>0001098604
<ASSIGNED-SIC>0000
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>20 OLD BAILEY
<CITY>LONDON UK
<PHONE>011441714899848
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>20 OLD BAILEY
<CITY>LONDON UK
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>y46160asc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                                 (RULE 13d-101)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
             AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

                                (AMENDMENT NO. )(1)

                            CLINTRIALS RESEARCH INC.
                                (Name of Issuer)

                          COMMON STOCK, $0.01 PAR VALUE
                         (Title of Class of Securities)

                                    188767107
                                 (CUSIP Number)

                                STEWART G. LESLIE
                         INVERESK RESEARCH GROUP LIMITED
                           ELPHINSTONE RESEARCH CENTRE
                         TRANENT, EAST LOTHIAN EH33 2NE
                            SCOTLAND, UNITED KINGDOM
                               +44 (1875) 614-545

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                    Copy to:

                              John A. Healy, Esq.
                       Clifford Chance Rogers & Wells LLP
                                200 Park Avenue
                               New York, NY 10166
                                 (212) 878-8000

                               February 22, 2001
            (Date of Event which Requires Filing of this Statement)

         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.[ ]

                  Note: Schedules filed in paper format shall include a signed
         original and five copies of the schedule, including all exhibits. See
         Rule 13d-7 for other parties to whom copies are to be sent.

                              (Page 1 of 12 pages)

(1) The remainder of this cover page shall be filled out for a reporting
    person's initial filing on this form with respect to the subject class
    of securities, and for any subsequent amendment containing information
    which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>   2


CUSIP No. 188767107                  13D                            Page 2 of 12

    1.       NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

                          INDIGO ACQUISITION CORP.

    2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                          (a)[X]

                                                                          (b)[ ]

    3.       SEC USE ONLY

    4.       SOURCE OF FUNDS
                             BK, AF

    5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e)
                  [ ]

    6.       CITIZENSHIP OR PLACE OF ORGANIZATION

                                        DELAWARE

                               7.   SOLE VOTING POWER
       NUMBER OF                           0
         SHARES
      BENEFICIALLY             8.   SHARED VOTING POWER
        OWNED BY                        3,805,655
          EACH
       REPORTING               9.   SOLE DISPOSITIVE POWER
      PERSON WITH                          0

                              10.   SHARED DISPOSITIVE POWER
                                         3,805,655

    11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                         3,805,655

    12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES   [ ]

    13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                              20.7%

    14.      TYPE OF REPORTING PERSON

                              CO

                                       2
<PAGE>   3

CUSIP No. 188767107              13D                                Page 3 of 12

    1.       NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

                      INVERESK RESEARCH (CANADA) INC.

    2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                             (a)[X]
                                                             (b)[ ]

    3.       SEC USE ONLY

    4.       SOURCE OF FUNDS
                              BK, AF

    5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e)
                    [ ]

    6.       CITIZENSHIP OR PLACE OF ORGANIZATION

                                        CANADA

                            7.    SOLE VOTING POWER
       NUMBER OF                          0
         SHARES
      BENEFICIALLY          8.    SHARED VOTING POWER
        OWNED BY                      3,805,655
          EACH              9.    SOLE DISPOSITIVE POWER
       REPORTING                          0
      PERSON WITH          10.    SHARED DISPOSITIVE POWER
                                       3,805,655


    11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                       3,805,655

    12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES  [ ]

    13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                       20.7%

    14.      TYPE OF REPORTING PERSON
                                       CO



                                       3
<PAGE>   4

CUSIP No. 188767107                13D                              Page 4 of 12

    1.       NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

                          INVERESK RESEARCH GROUP LIMITED

    2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                          (a)[X]
                                                                          (b)[ ]

    3.       SEC USE ONLY

    4.       SOURCE OF FUNDS
                                        BK, AF

    5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e) [ ]

    6.       CITIZENSHIP OR PLACE OF ORGANIZATION

                                       SCOTLAND

                             7.    SOLE VOTING POWER
       NUMBER OF
         SHARES                        0
      BENEFICIALLY
        OWNED BY             8.    SHARED VOTING POWER
          EACH                         3,805,655
       REPORTING
      PERSON WITH            9.    SOLE DISPOSITIVE POWER

                                       0
                            10.    SHARED DISPOSITIVE POWER

                                       3,805,655

    11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                  3,805,655

    12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES [ ]

    13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                   20.7%

    14.      TYPE OF REPORTING PERSON
                                                   CO



                                       4
<PAGE>   5

CUSIP No. 188767107                      13D                        Page 5 of 12

    1.       NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

                           CANDOVER 1997 FUND

    2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                          (a)[X]
                                                                          (b)[ ]
    3.       SEC USE ONLY

    4.       SOURCE OF FUNDS
                                     BK, AF

    5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e) [ ]

    6.       CITIZENSHIP OR PLACE OF ORGANIZATION

                                     UNITED KINGDOM

                            7.    SOLE VOTING POWER
       NUMBER OF
         SHARES                        0
      BENEFICIALLY          8.    SHARED VOTING POWER
        OWNED BY
          EACH                          3,805,655
       REPORTING            9.    SOLE DISPOSITIVE POWER
                                        0
                           10.    SHARED DISPOSITIVE POWER
                                       3,805,655


    11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                 3,805,655(1)

    12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES    [ ]

    13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                         20.7%

    14.      TYPE OF REPORTING PERSON
                                         CO

(1)  The reporting party disclaims beneficial ownership of these shares. See
      note 4 on page 8.

                                       5
<PAGE>   6

CUSIP No. 188767107                13D                              Page 6 of 12

    1.       NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

                           CANDOVER PARTNERS LIMITED

    2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                          (a)[X]
                                                                          (b)[ ]
    3.       SEC USE ONLY

    4.       SOURCE OF FUNDS
                               BK, AF

    5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e) [ ]

    6.       CITIZENSHIP OR PLACE OF ORGANIZATION

                                 UNITED KINGDOM

                                 7.    SOLE VOTING POWER
       NUMBER OF
         SHARES                             0
      BENEFICIALLY               8.    SHARED VOTING POWER
        OWNED BY
          EACH                            3,805,655
       REPORTING                 9.    SOLE DISPOSITIVE POWER
      PERSON WITH
                                          0
                                10.    SHARED DISPOSITIVE POWER

                                          3,805,655

    11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                  3,805,655(2)

    12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES    [ ]

    13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                 20.7%

    14.      TYPE OF REPORTING PERSON
                                 CO

(2)  The reporting party disclaims beneficial ownership of these shares. See
   note 4 on page 8.

                                       6
<PAGE>   7

CUSIP No. 188767107                   13D                           Page 7 of 12

    1.       NAME OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

                           CANDOVER INVESTMENTS PLC

    2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                          (a)[X]
                                                                          (b)[ ]

    3.       SEC USE ONLY

    4.       SOURCE OF FUNDS
                                 BK, AF

    5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
             TO ITEM 2(d) OR 2(e) [ ]

    6.       CITIZENSHIP OR PLACE OF ORGANIZATION

                                   UNITED KINGDOM

                            7.    SOLE VOTING POWER
       NUMBER OF
         SHARES                         0
      BENEFICIALLY          8.    SHARED VOTING POWER
        OWNED BY
          EACH                          3,805,655
       REPORTING            9.    SOLE DISPOSITIVE POWER
       PERSON WITH
                                        0
                           10.    SHARED DISPOSITIVE POWER

                                        3,805,655

    11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                3,805,655(3)

    12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
             SHARES [ ]

    13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                 20.7%

    14.      TYPE OF REPORTING PERSON
                                                 CO

(3) The reporting party disclaims beneficial ownership of these shares. See
    note 4 on following page. (footnotes continued on following page)



                                       7
<PAGE>   8
 (4)      On February 22, 2001, Inveresk Research Group Limited, a corporation
         organized under the laws of Scotland ("Parent") and Indigo Acquisition
         Corp., a Delaware corporation ("Purchaser"), a wholly owned subsidiary
         of Inveresk Research (Canada) Inc., a corporation organized under the
         laws of Canada ("Inveresk Canada") and a wholly owned subsidiary of
         Parent, entered into a Stockholders Agreement (the "Stockholders
         Agreement") with Richard J. Eskind, Richard J. Eskind Grantor Retained
         Annuity Trust No. 2, Irwin B. Eskind, Irwin B. Eskind, M.D., Grantor
         Retained Annuity Trust No. 4, Paul J. Ottaviano, Edward G. Nelson,
         Nelson Capital Corporation, S. Colin Neill, Roscoe Robinson and William
         C. O'Neil, Jr. (the "Principal Stockholders") pursuant to which each
         Principal Stockholder has agreed, among other things, in connection
         with the Offer (as defined in the Offer to Purchase (as defined below))
         to tender all such Principal Stockholder's shares of Common Stock of
         the Company (as defined below) at a price of $6.00 per share in cash or
         such greater amount as shall be equal to the highest price per Share
         (as defined in the Offer to Purchase) paid pursuant to the Offer. Under
         the Stockholders Agreement, each Principal Stockholder has granted to
         Parent and any nominee of Parent a proxy with respect to the Shares
         subject to the Stockholders Agreement to vote such Shares under certain
         circumstances. The Purchaser's right to purchase through the Offer and
         vote the Shares subject to the Stockholders Agreement is reflected in
         Rows 8 and 10 of each of the tables above. A copy of such Stockholders
         Agreement is attached hereto as Exhibit (2)(c) and is described more
         fully in Section 11 of the Offer to Purchase dated March 5, 2001 (the
         "Offer to Purchase"), attached hereto as Exhibit (2)(a). Candover
         Investments plc ("Candover Investments") is the ultimate holding
         company of Candover Partners Limited ("Candover Partners"), the general
         partner of the limited partnerships that make up the Candover 1997 Fund
         (the "1997 Fund"). As of the date hereof, the 1997 Fund owns 71.39% of
         Parent's ordinary share capital, a further 8.57% being held by Candover
         Investments.

                                       8
<PAGE>   9


                                  SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER.

         This Schedule 13D relates to shares of Common Stock, $0.01 par value
per share ("Common Stock"), of Clintrials Research Inc., a Delaware corporation
(the "Company"). The Issuer's principal executive offices are located at 11000
Weston Parkway, Suite 100, Cary, North Carolina 27513.

ITEM 2.  IDENTITY AND BACKGROUND.

         (a) - (c) and (f) This Schedule 13D is being filed by Purchaser, a
wholly owned subsidiary of Inveresk Canada, which, in turn, is a wholly owned
subsidiary of Parent. Candover Investments is the ultimate holding company of
Candover Partners, the general partner of the limited partnerships that make up
the 1997 Fund. As of the date hereof, the 1997 Fund owns 71.39% of Parent's
ordinary share capital, a further 8.57% being held by Candover Investments.
Information concerning the principal business and the address of the principal
offices of Purchaser, Inveresk Canada, Parent, the 1997 Fund, Candover Partners
and Candover Investments is set forth in Section 9 ("Certain Information
Concerning Candover Investments plc, Candover Partners Ltd., Candover 1997 Fund,
Parent, Inveresk Canada and Purchaser") of the Offer to Purchase and is
incorporated herein by reference to the Offer to Purchase, a copy of which is
attached hereto as Exhibit (2)(a). The name, citizenship, business address,
present principal occupation or employment and five-year employment history of
each of the directors and executive officers of Purchaser, Inveresk Canada,
Parent and Candover Investments is set forth in Schedule A to the Offer to
Purchase and is incorporated herein by reference.

         (d) - (e) During the last five years, none of Purchaser, Inveresk
Canada, Parent, the 1997 Fund, Candover Partners or Candover Investments or, to
the best knowledge of Purchaser, Inveresk Canada, Parent, the 1997 Fund,
Candover Partners or Candover Investments, any of their respective executive
officers or directors, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has any of them been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The information set forth in Section 12 ("Source and Amount of Funds")
of the Offer to Purchase is incorporated herein by reference.

ITEM 4.  PURPOSE OF THE TRANSACTION.

         (a) - (g) and (j) The information set forth in Section 11 ("Purpose of
the Offer; Plans for the Company; the Merger; the Merger Agreement; the
Stockholders Agreement") of the Offer to Purchase is incorporated herein by
reference.

         (h) and (i) The information set forth in Section 7 ("Effect of the
Offer on the Market for the Shares; Stock Quotation, Margin Regulations and
Exchange Act Registration") of the Offer to Purchase is incorporated herein by
reference.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         (a) - (c) The information set forth in "Introduction" and Section 11
("Purpose of the Offer; Plans for the Company; the Merger; the Merger Agreement;
the Stockholders Agreement") of the Offer to Purchase is incorporated herein by
reference.

         (d) - (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

         The information set forth in "Introduction", Section 9 ("Certain
Information Concerning Candover Investments plc, Candover Partners Ltd.,
Candover 1997 Fund, Parent, Inveresk Canada and Purchaser") and Section 11
("Purpose of the Offer; Plans for the Company; the Merger; the Merger Agreement;
the Stockholders Agreement") of the Offer to Purchase is incorporated herein by
reference.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         (1)      Joint Filing Agreement dated March 2, 2001.


                                       9
<PAGE>   10
         (2)(a)   Offer to Purchase, dated March 5, 2001.

         (2)(b)   Agreement and Plan of Merger, dated February 22, 2001,
                  among the Company, Purchaser and Parent.

         (2)(c)   Stockholders Agreement, dated as of February 22, 2001,
                  among Parent, Purchaser, and the Principal Stockholders.


                                       10
<PAGE>   11
                                   SIGNATURE


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  March 2, 2001



                                   INDIGO ACQUISITION CORP.

                                   /s/ Walter S. Nimmo
                                   ------------------------------------
                                   Name:  Walter S. Nimmo
                                   Title: President

                                   /s/ Alastair McEwan
                                   ------------------------------------
                                   Name:  Alastair McEwan
                                   Title: Vice President

                                   INVERESK RESEARCH (CANADA) INC.


                                   /s/ Walter S. Nimmo
                                   ------------------------------------
                                   Name:  Walter S. Nimmo
                                   Title: Director, President and Secretary

                                   INVERESK RESEARCH GROUP LIMITED

                                   /s/ Walter S. Nimmo
                                   ------------------------------------
                                   Name:  Walter S. Nimmo
                                   Title: Chief Executive Officer

                                   /s/ Stewart G. Leslie
                                   ------------------------------------
                                   Name:  Stewart G. Leslie
                                   Title: Finance Director and
                                          Company Secretary

                                   [Signatures Continued on Next Page]


                                       11
<PAGE>   12
                                   CANDOVER 1997 FUND
                                   for and on behalf of Candover Partners
                                   Limited as general partner

                                   /s/ I.J. Gray
                                   ------------------------------------
                                   Name: I.J. Gray
                                   Title: Authorized Signatory

                                   CANDOVER PARTNERS LIMITED

                                   /s/ I.J. Gray
                                   ------------------------------------
                                   Name: I.J. Gray
                                   Title: Authorized Signatory

                                   CANDOVER INVESTMENTS PLC

                                   /s/ I.J. Gray
                                   ------------------------------------
                                   Name: I.J. Gray
                                   Title: Authorized Signatory




                                       12
<PAGE>   13

EXHIBIT INDEX

         (1)       Joint Filing Agreement dated March 2, 2001

         (2)(a)   Offer to Purchase, dated March 5, 2001.

         (2)(b)   Agreement and Plan of Merger, dated February 22. 2001, among
                  the Company, Purchaser and Parent.

         (2)(c)   Stockholders Agreement, dated as of February 22, 2001, among
                  Parent, Purchaser, and the Principal Stockholders.


                                       13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y46160aex99-1.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>

<PAGE>   1
                             JOINT FILING AGREEMENT

         THIS JOINT FILING AGREEMENT (this "Agreement"), dated as of March 2,
2001, by and among INVERESK RESEARCH GROUP LIMITED, a corporation organized
under the laws of Scotland ("Parent"), INVERESK RESEARCH (CANADA) INC., a
corporation organized under the laws of Canada and a wholly owned subsidiary of
Parent ("Inveresk Canada"), INDIGO ACQUISITION CORP., a Delaware corporation and
wholly owned subsidiary of Inveresk Canada ("Purchaser"), CANDOVER INVESTMENTS
PLC, a UK public limited company ("Candover Investments"), CANDOVER PARTNERS
LIMITED, a UK limited company ("Candover Partners") and CANDOVER 1997 FUND (the
"1997 Fund").

         WHEREAS, the parties to this Agreement desire to provide for the joint
filing of the Statement on Schedule 13D with respect to the shares of common
stock, par value $.01 per share, of Clintrials Research Inc., with the
Securities and Exchange Commission and any other applicable authorities or
parties and any amendments thereto and desire to provide for the inclusion of
this Agreement as an Exhibit to the Statement on Schedule 13D.

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set forth herein and therein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         Section 1. Joint Filing. Pursuant to Rule 13d-1(f) promulgated under
the Securities Exchange Act of 1934, as amended, the parties hereby agree to the
joint filing of the Statement on Schedule 13D with respect to the shares of
common stock, par value $.01 per share, of Clintrials Research Inc., with the
Securities and Exchange Commission and any other applicable authorities or
parties. The parties hereto further agree that this Agreement be included as an
Exhibit to the Statement on Schedule 13D. In addition, each party to this
Agreement agrees to file jointly any and all subsequent amendments to such
Statement on Schedule 13D and expressly authorizes each other party hereto to
file the same on its behalf as such filing party deems necessary or appropriate,
until such time as a party hereto shall notify the others in writing of its
desire to terminate this Agreement.

         Section 2. Miscellaneous.

                  (a) All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

                  (A) if to any or all of Parent, Purchaser or Inveresk Canada,
to them in care of:

                          Inveresk Research Group Limited
                          Elphinstone Research Centre
                          Tranent, East Lothian EH33 2NE
                          Scotland, United Kingdom
                          Facsimile: 44 1875 614 555
                          Attention: Stewart G. Leslie


<PAGE>   2

         with a copy to:

                          Clifford Chance Rogers & Wells LLP
                          200 Park Avenue
                          New York, New York 10166
                          Facsimile: (212) 878-8375
                          Attention: John A. Healy, Esq.

                  (B) if to the 1997 Fund, Candover Partners or Candover
Investments, to them in care of:

                          Candover Investments plc
                          20 Old Bailey
                          London EC4M 7LN
                          England

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice is to be delivered pursuant to this Section). Any party from
time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving notice specifying such change to
the other parties hereto.

                  (b) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

                  (c) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.

                  (d) This Agreement constitutes the entire agreement, and
supersedes all prior agreements and understandings, whether written and oral,
among the parties hereto with respect to the subject matter hereof.

                  (e) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.

                  (f) Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties, and any such purported assignment shall be null and void. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by, the parties and their respective successors
and assigns, and the provisions of this Agreement are not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.

                  (g) If any term, provision, covenant or restriction herein is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.


<PAGE>   3

                  (h) Each of the parties hereto acknowledge and agrees that in
the event of any breach of this Agreement, each non-breaching party would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties hereto (i) will waive, in any
action for specific performance, the defense of adequacy of a remedy at law and
(ii) shall be entitled, in addition to any other remedy to which they may be
entitled at law or in equity, to compel specific performance of this Agreement.

                  (i) No amendment, modification or waiver in respect to this
Agreement shall be effective unless it shall be in writing and signed by each
party hereto.

                  (j) All fees and expenses incurred by any one party hereto
shall be borne by the party incurring such fees and expenses.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>   4


         IN WITNESS WHEREOF, Parent, Inveresk Canada, Purchaser, Candover
Investments, Candover Partners and the 1997 Fund have caused this Agreement to
be duly executed and delivered as of the date first written above.

                                       INVERESK RESEARCH GROUP LIMITED



                                       By: /s/ Walter S. Nimmo
                                          ------------------------------------
                                          Name:  Walter S. Nimmo
                                          Title: Chief Executive


                                       INVERESK RESEARCH (CANADA) INC.



                                       By: /s/ Walter S. Nimmo
                                          ------------------------------------
                                          Name:  Walter S. Nimmo
                                          Title: Director, President and
                                                 Secretary



                                       INDIGO ACQUISITION CORP.



                                       By: /s/ Walter S. Nimmo
                                          ------------------------------------
                                          Name:  Walter S. Nimmo
                                          Title: President

                                       [Signatures Continued on Next Page]


<PAGE>   5



                                       CANDOVER INVESTMENTS PLC



                                       By:  /s/  I.J. Gray
                                          ------------------------------------
                                          Name:  I.J. Gray
                                          Title: Authorized Signatory


                                       CANDOVER PARTNERS LIMITED



                                       By:  /s/  I.J. Gray
                                          ------------------------------------
                                          Name:  I.J. Gray
                                          Title: Authorized Signatory




                                       CANDOVER 1997 FUND
                                         for and on behalf
                                         of Candover Partners
                                         Limited as general
                                         partner

                                       By:  /s/  I.J. Gray
                                          ------------------------------------
                                          Name:  I.J. Gray
                                          Title: Authorized Signatory
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2.A
<SEQUENCE>3
<FILENAME>y46160aex99-2_a.txt
<DESCRIPTION>OFFER TO PURCHASE
<TEXT>

<PAGE>   1

                           OFFER TO PURCHASE FOR CASH

                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF

                            CLINTRIALS RESEARCH INC.
                                       AT

                              $6.00 NET PER SHARE
                                       BY

                            INDIGO ACQUISITION CORP.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH (CANADA) INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                        INVERESK RESEARCH GROUP LIMITED

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
                                     TIME,
            ON MONDAY, APRIL 2, 2001, UNLESS THE OFFER IS EXTENDED.

    THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF FEBRUARY 22, 2001 (THE "MERGER AGREEMENT"), BY AND AMONG INVERESK RESEARCH
GROUP LIMITED, A COMPANY ORGANIZED UNDER THE LAWS OF SCOTLAND ("PARENT"), INDIGO
ACQUISITION CORP., A DELAWARE CORPORATION ("PURCHASER"), AND CLINTRIALS RESEARCH
INC., A DELAWARE CORPORATION (THE "COMPANY"). PURSUANT TO THE MERGER AGREEMENT,
AFTER COMPLETION OF THE OFFER AND PROVIDED CERTAIN CONDITIONS ARE MET, PURCHASER
WILL BE MERGED WITH AND INTO THE COMPANY (THE "MERGER"), AND AS A RESULT OF THE
MERGER, INVERESK RESEARCH (CANADA) INC., A CORPORATION ORGANIZED UNDER THE LAWS
OF CANADA AND A WHOLLY OWNED SUBSIDIARY OF PARENT ("INVERESK CANADA"), WILL
BECOME THE SOLE STOCKHOLDER OF THE MERGED COMPANY, AND THE STOCKHOLDERS OF THE
COMPANY (OTHER THAN PURCHASER AND ITS AFFILIATES) WILL RECEIVE IN THE MERGER THE
SAME AMOUNT OF CASH PER SHARE AS IS PAID FOR SHARES PURCHASED THROUGH THE OFFER.

    THE BOARD OF DIRECTORS OF THE COMPANY, AT A MEETING HELD ON FEBRUARY 22,
2001, BY UNANIMOUS VOTE DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND THE COMPANY'S
STOCKHOLDERS, APPROVED THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND APPROVED THE MERGER AGREEMENT. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER, TENDER
THEIR SHARES IN THE OFFER AND, IF REQUIRED UNDER DELAWARE LAW OR THE COMPANY'S
CERTIFICATE OF INCORPORATION OR BYLAWS, VOTE TO ADOPT THE MERGER AGREEMENT.

    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS: (A) A NUMBER OF SHARES OF
COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "SHARES"), OF THE COMPANY BEING
VALIDLY TENDERED AND NOT WITHDRAWN ON THE APPLICABLE EXPIRATION DATE OF THE
OFFER THAT, TOGETHER WITH ANY SHARES OWNED BY PARENT OR ANY OF ITS AFFILIATES
(INCLUDING PURCHASER), REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF ALL
OUTSTANDING SHARES PLUS ALL SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS AND
OTHER SIMILAR RIGHTS TO PURCHASE SHARES (THE "MINIMUM CONDITION") AND (B) THE
RECEIPT OF APPROVALS REQUIRED BY OR THE EXPIRATION OR TERMINATION OF THE
APPLICABLE WAITING PERIODS UNDER UNITED STATES AND EUROPEAN ANTITRUST AND
COMPETITION LAWS. THE OFFER IS ALSO SUBJECT TO THE SATISFACTION OR WAIVER OF
CERTAIN OTHER CONDITIONS. SEE SECTIONS 1 AND 13 OF THIS OFFER TO PURCHASE.

    PURCHASER AND PARENT HAVE ENTERED INTO A STOCKHOLDERS AGREEMENT WITH CERTAIN
STOCKHOLDERS OF THE COMPANY PURSUANT TO WHICH, AMONG OTHER THINGS, THOSE
STOCKHOLDERS HAVE AGREED TO TENDER IN THE OFFER, UPON THE TERMS AND SUBJECT TO
THE CONDITIONS OF THE STOCKHOLDERS AGREEMENT, ALL SHARES OWNED BY THOSE
STOCKHOLDERS (APPROXIMATELY 21% OF THE COMPANY'S OUTSTANDING SHARES). SEE
SECTION 11 OF THIS OFFER TO PURCHASE.

                                   IMPORTANT

    Any stockholder desiring to tender all or any portion of such stockholder's
Shares should (1) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal,
including any required signature guarantees, and mail or deliver the Letter of
Transmittal or such facsimile with such stockholder's certificate(s) for the
tendered Shares and any other required documents to the Depositary named in this
Offer to Purchase, (2) follow the procedure for book-entry tender of Shares set
forth in Section 3 of this Offer to Purchase or (3) request such stockholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. Stockholders having Shares registered in the
name of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other nominee if
they desire to tender Shares so registered.

    A stockholder of the Company who desires to tender Shares and whose
certificates for such Shares are not immediately available, or who cannot comply
with the procedure for book-entry transfer on a timely basis, may tender such
Shares by following the procedures for guaranteed delivery set forth in Section
3 of this Offer to Purchase.

    Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of this Offer to Purchase. Requests for additional
copies of this Offer to Purchase, the Letter of Transmittal, the Notice of
Guaranteed Delivery and other tender offer materials may be directed to the
Information Agent or the Dealer Manager. Stockholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.

                      THE DEALER MANAGER FOR THE OFFER IS:

                            BEAR, STEARNS & CO. INC.

March 5, 2001
<PAGE>   2

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   3

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<C>  <S>                                                           <C>
SUMMARY..........................................................    i
INTRODUCTION.....................................................    1
THE TENDER OFFER.................................................    3
 1.  Terms of the Offer..........................................    3
 2.  Acceptance for Payment and Payment for the Shares...........    5
 3.  Procedure for Tendering Shares..............................    6
 4.  Rights of Withdrawal........................................    9
 5.  Certain United States Federal Income Tax Consequences of the
     Offer.......................................................   10
 6.  Price Range of the Shares; Dividends........................   10
 7.  Effect of the Offer on the Market for the Shares; Stock
     Quotation, Margin Regulations and Exchange Act
     Registration................................................   11
 8.  Certain Information Concerning the Company..................   12
 9.  Certain Information Concerning Candover Investments plc,
     Candover Partners Ltd., Candover 1997 Fund, Parent, Inveresk
     Canada and Purchaser........................................   14
10.  Background of the Offer; Contacts with the Company..........   15
11.  Purpose of the Offer; Plans for the Company; the Merger; the
     Merger Agreement; the Stockholders Agreement................   18
12.  Source and Amount of Funds..................................   27
13.  Certain Conditions of the Offer.............................   30
14.  Dividends and Distributions.................................   32
15.  Certain Legal Matters.......................................   33
16.  Fees and Expenses...........................................   34
17.  Miscellaneous...............................................   35
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF
  CANDOVER INVESTMENTS, PARENT, INVERESK CANADA AND PURCHASER....  A-1
</TABLE>
<PAGE>   4

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   5

                                    SUMMARY

     This summary highlights important and material information from this Offer
to Purchase but does not purport to be complete. To fully understand the offer
described in this document and for a more complete description of the terms of
the offer described in this document, you should read carefully this entire
Offer to Purchase and the Letter of Transmittal (which together, as amended and
supplemented, constitute the "Offer"). We have included section references to
direct you to a more complete description of the topics contained in this
summary.

WHO IS OFFERING TO BUY MY SECURITIES?

     Indigo Acquisition Corp., a Delaware corporation, is offering to buy your
Shares as described in this document. That company (which is sometimes referred
to in this document as "Purchaser") is a wholly owned subsidiary of Inveresk
Research (Canada) Inc., a corporation organized under the laws of Canada, which
in turn is a wholly owned subsidiary of Inveresk Research Group Limited, a
company organized under the laws of Scotland. See Section 9 of this document for
further information about Indigo Acquisition Corp., Inveresk Research (Canada)
Inc. and Inveresk Research Group Limited.

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

     Indigo Acquisition Corp. is offering to buy all of the outstanding shares
of common stock of ClinTrials Research Inc. For information about the conditions
to which the Offer is subject, see Section 13 of this document.

HOW MUCH IS INDIGO ACQUISITION CORP. OFFERING TO PAY AND WHAT IS THE FORM OF
PAYMENT?

     Indigo Acquisition Corp. is offering to pay $6.00, net to each seller in
cash, without interest, for each share of common stock of ClinTrials Research
Inc. See Section 1 of this document for information about the terms of the
Offer.

DOES INDIGO ACQUISITION CORP. HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

     Yes. Inveresk Research (Canada) Inc., the parent of Indigo Acquisition
Corp., and Inveresk Research Group Limited, the parent of Inveresk Research
(Canada) Inc., will provide Indigo Acquisition Corp. with the funds it will need
to pay for the Shares it buys through the Offer described in this document.
Inveresk Research (Canada) Inc. and Inveresk Research Group Limited in turn will
obtain those funds through borrowings under a new credit facility being provided
by Bear Stearns Corporate Lending Inc. and through the sale of equity interests
and loan stock of Inveresk Research Group Limited to certain of its existing
shareholders. The Offer is not conditioned upon any financing arrangements. See
Section 12 of this document for more information about how Inveresk Research
(Canada) Inc. and Inveresk Research Group Limited will finance the Offer.

ARE PURCHASER'S, INVERESK RESEARCH (CANADA) INC.'S OR INVERESK RESEARCH GROUP
LIMITED'S FINANCIAL RESULTS RELEVANT TO MY DECISION AS TO WHETHER TO TENDER IN
THE OFFER?

     Since the Offer is for cash and is not subject to any financing condition,
none of Purchaser's, Inveresk Research (Canada) Inc.'s or Inveresk Research
Group Limited's financial results should be relevant to your decision on whether
to tender your shares of common stock in the Offer.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE INITIAL OFFERING PERIOD?

     You may tender your shares of common stock into the Offer until 12:00
midnight, New York City time, on Monday, April 2, 2001, which is the initial
expiration date of the offering period, unless Indigo Acquisition Corp. decides
to extend the offering period or to provide a subsequent offering period. See
Section 3 of this document for information about tendering your shares of common
stock.

                                        i
<PAGE>   6

CAN THE OFFER BE EXTENDED, AND, IF SO, UNDER WHAT CIRCUMSTANCES?

     Yes. Indigo Acquisition Corp. may, (i) extend and re-extend the Offer on
one or more occasions for such period as may be determined by Indigo Acquisition
Corp. (each such extension period not to exceed 20 business days at a time) if
at the then-scheduled expiration date of the Offer any of the conditions to
Indigo Acquisition Corp.'s obligations to accept for payment and pay for shares
of common stock is not satisfied or waived, (ii) extend and re-extend the Offer
for any period required by any rule, regulation, interpretation or position of
the Securities and Exchange Commission or the staff thereof applicable to the
Offer and (iii) extend and re-extend the Offer on one or more occasions for an
aggregate period of not more than 15 business days if a number of shares of
common stock representing at least a majority but less than 90% of the total
number of outstanding shares of common stock (plus, in each case, all shares of
common stock issuable upon exercise of options and other similar rights to
purchase shares of common stock) have been validly tendered prior to the
expiration of the Offer and not withdrawn. See Section 1 of this document for
more information regarding extension of the Offer.

DOES INDIGO ACQUISITION CORP. CURRENTLY INTEND TO EXTEND THE OFFER?

     Indigo Acquisition Corp. expects to extend the Offer only if the conditions
to the Offer described in Section 13 of this document have not been satisfied on
the expiration date of the Offer. One of these conditions is that all relevant
U.S. and foreign antitrust and competition law requirements must have been
satisfied. Unless the German antitrust authorities shorten the review period
imposed under the German antitrust laws in respect of the Offer, it will be
necessary to extend the Offer to at least April 5, 2001, when the review period
is scheduled to expire. See Section 15 of this Offer to Purchase for more
information regarding U.S. and foreign antitrust and competition law
requirements.

WILL THERE BE A SUBSEQUENT OFFERING PERIOD?

     If Indigo Acquisition Corp. has acquired more than 50% but less than 90% of
the outstanding shares of common stock of ClinTrials Research Inc. (including
all shares of common stock issuable upon exercise of options and other similar
rights to purchase shares of common stock) on the expiration date of the Offer,
it intends to elect to provide a subsequent offering period. See Section 1 of
this document for information with respect to subsequent offering periods.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

     Indigo Acquisition Corp. will announce by press release any extension of
the Offer no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date. See Section 1 of this document
for more information about extension of the Offer. If Indigo Acquisition Corp.
provides a subsequent offering period, it will issue a press release no later
than 9:00 a.m., New York City time, on the next business day after the
expiration date of the offering period. Any such press release will state the
approximate number and percentage of outstanding shares of common stock tendered
to date.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

     The Offer is conditioned upon, among other things,

     - a number of shares of common stock being validly tendered and not
       withdrawn on the applicable expiration date for the Offer that, together
       with any shares of common stock owned by Inveresk Research Group Limited
       or any of its affiliates (including Indigo Acquisition Corp.), represents
       at least a majority of the total number of all outstanding shares of
       common stock plus all shares of common stock issuable upon exercise of
       options and other similar rights to purchase shares of common stock; and

     - the receipt of approvals required by or the expiration or termination of
       the applicable waiting periods under United States and European antitrust
       and competition laws.

                                        ii
<PAGE>   7

For a complete description of all of the conditions to which the Offer is
subject, see Section 13 of this document.

HOW DO I TENDER MY SHARES OF COMMON STOCK?

     If you hold the certificates for your shares of common stock, you should
complete the Letter of Transmittal that was provided with this document and
enclose all the documents required by it, including your certificates, and send
them to the Depositary at the address listed on the back cover of this document.
If your broker holds your shares of common stock for you in "street name" you
must instruct your broker to tender your shares of common stock on your behalf.
In any case, the Depositary must receive all required documents prior to 12:00
midnight, New York City time, on Monday, April 2, 2001, which is the initial
expiration date of the Offer, unless Indigo Acquisition Corp. decides to extend
the Offer. If you cannot comply with any of these procedures, you still may be
able to tender your shares of common stock by using the guaranteed delivery
procedures described in this document. See Section 3 of this document for more
information on the procedures for tendering your shares of common stock.

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES OF COMMON STOCK?

     The tender of your shares of common stock may be withdrawn at any time
prior to the expiration date of the offering period. There will be no withdrawal
rights during any subsequent offering period; all shares tendered during any
such subsequent offering period will be immediately accepted for payment and
paid for as tendered. See Section 4 of this document for more information.

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES OF COMMON STOCK?

     You (or your broker or bank if your shares of common stock were held in
"street name") must notify the Depositary at the address and telephone number
listed on the back cover of this document, and the notice must include the name
of the stockholder that tendered the shares of common stock, the number of
shares of common stock to be withdrawn and the name in which the tendered shares
of common stock are registered. For complete information about the procedures
for withdrawing your previously tendered shares of common stock, see Section 4
of this document.

WHAT DOES MY BOARD OF DIRECTORS THINK OF THE OFFER?

     The Board of Directors of ClinTrials Research Inc., at a meeting held on
February 22, 2001, by unanimous vote determined that the terms of the Offer and
the Merger are fair to and in the best interests of ClinTrials Research Inc. and
ClinTrials Research Inc.'s stockholders, approved the Merger and the other
transactions contemplated by the Merger Agreement and unanimously approved the
Merger Agreement. The Board of Directors of ClinTrials Research Inc. unanimously
recommends that ClinTrials Research Inc.'s stockholders accept the Offer, tender
their shares of common stock in the Offer and, if required under Delaware law or
ClinTrials Research Inc.'s Certificate of Incorporation or Bylaws, vote to adopt
the Merger Agreement.

HAVE ANY STOCKHOLDERS AGREED TO TENDER THEIR SHARES?

     Yes. Stockholders that collectively own shares representing approximately
21% of the outstanding shares of common stock of ClinTrials Research Inc. have
agreed to tender their shares in the Offer. See Section 11 of this document for
a description of the agreement pursuant to which these stockholders have agreed
to tender their shares in the Offer.

IF INDIGO ACQUISITION CORP. CONSUMMATES THE TENDER OFFER, WHAT ARE INDIGO
ACQUISITION CORP.'S PLANS WITH RESPECT TO ALL THE SHARES OF COMMON STOCK THAT
ARE NOT TENDERED IN THE OFFER?

     If Indigo Acquisition Corp. purchases at least a majority of the
outstanding shares of common stock pursuant to the Offer, it intends to cause a
merger to occur between Indigo Acquisition Corp. and ClinTrials Research Inc. in
which stockholders of ClinTrials Research Inc. who have not previously tendered
their shares
                                       iii
<PAGE>   8

of common stock will also receive $6.00 in cash, subject to their right to
dissent and demand an appraisal of the value of their shares. If Indigo
Acquisition Corp. is not able to acquire at least a majority of the outstanding
shares of common stock in the Offer, it does not presently intend to acquire any
shares of ClinTrials Research Inc. common stock.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES OF COMMON STOCK?

     The purchase of shares of common stock by Indigo Acquisition Corp. in the
Offer will reduce the number of shares of ClinTrials Research Inc. common stock
that might otherwise trade publicly and probably will reduce the number of
holders of the shares of common stock. These changes could adversely affect the
liquidity and market value of the remaining shares of common stock held by the
public. The shares of common stock may also cease to be listed on the Nasdaq
National Market. Also, ClinTrials Research Inc. may cease making filings with
the Securities and Exchange Commission or may otherwise cease being required to
comply with the Securities and Exchange Commission's disclosure and other rules
relating to publicly held companies. See Section 7 of this document for complete
information about the effect of the Offer on your shares of common stock.

WHAT IS THE MARKET VALUE OF MY SHARES OF COMMON STOCK AS OF A RECENT DATE?

     On February 22, 2001, the last full trading day prior to the public
announcement of the Offer, the reported closing price of ClinTrials Research
Inc.'s common stock on the Nasdaq National Market was $5.25 per Share. On March
2, 2001, the last full trading day for which prices were available before the
commencement of the Offer, the reported closing price of ClinTrials Research
Inc.'s common stock on the Nasdaq National Market was $5.88 per Share. You
should obtain a recent market quotation for your shares of common stock in
deciding whether to tender them. See Section 6 of this document for recent high
and low sales prices for the shares of common stock.

WHO IS RESPONSIBLE FOR THE PAYMENT OF TAXES AND BROKERAGE FEES?

     If you are a U.S. taxpayer, your receipt of cash pursuant to the Offer and
the Merger is a taxable sale or exchange for Federal income tax purposes. You
will be required to report the amount of any gain or loss recognized on the
exchange. The amount of gain or loss that you will recognize will be equal to
the difference between (x) the amount of cash you receive pursuant to the Offer
and the Merger and (y) your adjusted tax basis in your shares of common stock.
If you are not a U.S. taxpayer, you should consult your tax advisor concerning
the Federal income tax consequences to you of the Offer and Merger. See Section
5 of this document for a discussion of the material tax consequences of the
Offer and Merger.

     Stockholders of record who tender shares of common stock directly will not
be obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase
of the shares of common stock by Indigo Acquisition Corp. pursuant to the Offer.
However, any tendering stockholder or other payee who fails to complete and sign
the Substitute Form W-9 included in the Letter of Transmittal may be subject to
backup Federal income tax withholding of 31% of the gross proceeds payable to
such stockholder or other payee pursuant to the Offer. See Section 3 of this
document for more information. Stockholders who hold their shares of common
stock through a broker, bank or other nominee should check with such
institutions as to whether they charge any service fees.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

     If you have any questions you can call the Dealer Manager, Bear, Stearns &
Co. Inc. at (888) 261-1668 (toll-free) or the Information Agent, Morrow & Co.,
Inc. at (800) 607-0088 (toll-free). See the back cover of this document for
additional contact information.

                                        iv
<PAGE>   9

To the Holders of Shares of
Common Stock of ClinTrials Research Inc.

                                  INTRODUCTION

     Indigo Acquisition Corp., a Delaware corporation ("Purchaser"), which is a
wholly owned subsidiary of Inveresk Research (Canada) Inc., a corporation
organized under the laws of Canada ("Indigo Canada"), which in turn is a wholly
owned subsidiary of Inveresk Research Group Limited, a company organized under
the laws of Scotland ("Parent"), hereby offers to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
ClinTrials Research Inc., a Delaware corporation (the "Company") at $6.00 per
Share, net to the seller in cash (the "Common Stock Price"), without interest,
upon the terms and subject to the conditions set forth in this Offer to Purchase
and in the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). Tendering
stockholders who are record holders of their Shares and tender directly to
SunTrust Bank (the "Depositary") will not be obligated to pay brokerage fees or
commissions or, subject to Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the purchase of the Shares purchased by Purchaser pursuant to
the Offer. Stockholders who hold their Shares through a broker or bank should
consult that institution as to whether it charges any service fees. Purchaser
will pay all charges and expenses of Bear, Stearns & Co. Inc. as dealer manager
(the "Dealer Manager"), the Depositary and Morrow & Co., Inc. (the "Information
Agent").

     The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Monday, April 2, 2001 (the "Expiration Date"), unless Purchaser
extends the time during which the Offer is open, in which event the term
"Expiration Date" will mean the latest time and date at which the Offer, as so
extended by Purchaser, will expire.

     The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of February 22, 2001, (the "Merger Agreement"), by and among Parent,
Purchaser and the Company, pursuant to which, upon the terms and subject to the
conditions of the Merger Agreement, at the Effective Time (as defined below), in
accordance with the Delaware General Corporation Law (the "DGCL"), Purchaser
will be merged with and into the Company and the separate corporate existence of
Purchaser will thereupon cease (the "Merger") and, following the Merger, the
Company will continue its existence under the laws of the State of Delaware. As
a result of the Merger, the Company will become a wholly owned indirect
subsidiary of Parent (sometimes referred to in this Offer to Purchase as the
"Surviving Corporation").

     The Merger will become effective at the time (the "Effective Time") of the
filing of a certificate of merger with the Secretary of State of the State of
Delaware in accordance with the DGCL. In the Merger, each issued and outstanding
Share (other than Shares, if any, that are held by stockholders who are entitled
to and who properly exercise dissenters' rights ("Dissenting Stockholders")
pursuant to Section 262 of the DGCL) will, by virtue of the Merger and without
any action on the part of the holder thereof, be converted into the right to
receive, without interest, an amount in cash equal to the Common Stock Price.

     THE BOARD OF DIRECTORS OF THE COMPANY, AT A MEETING HELD ON FEBRUARY 22,
2001, BY UNANIMOUS VOTE DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND THE COMPANY'S
STOCKHOLDERS, APPROVED THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND APPROVED THE MERGER AGREEMENT. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER, TENDER
THEIR SHARES IN THE OFFER AND, IF REQUIRED UNDER THE DGCL OR THE COMPANY'S
CERTIFICATE OF INCORPORATION OR BYLAWS, VOTE TO ADOPT THE MERGER AGREEMENT.

     ING Barings LLC ("ING Barings"), the financial advisor to the Company, has
delivered to the Board of Directors of the Company its opinion, dated February
22, 2001, to the effect that, as of that date and based on and subject to the
assumptions, conditions and limitations stated in its opinion, the $6.00 per
Share cash consideration to be received in the Offer and the Merger by holders
of the Shares (other than Parent and its affiliates) was fair, from a financial
point of view, to such holders. A copy of ING Barings' opinion, which sets forth
the assumptions made, procedures followed, matters considered and limitations on
the review undertaken, is attached as an exhibit to the Company's
Solicitation/Recommendation Statement on Sched-
<PAGE>   10

ule 14D-9 (the "Schedule 14D-9"), which has been filed by the Company with the
Securities and Exchange Commission (the "SEC") in connection with the Offer and
which is being mailed to stockholders with this Offer to Purchase. Stockholders
are urged to, and should, read ING Barings' opinion carefully in its entirety.

     The Offer is conditioned upon, among other things, (i) a number of Shares
being validly tendered and not withdrawn on the applicable expiration date for
the Offer that, together with any Shares owned by Parent or any of its
affiliates (including Purchaser), represents at least a majority of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares (the "Minimum Condition")
and (ii) the receipt of approvals required by or the expiration or termination
of the applicable waiting periods under United States and European antitrust and
competition laws. The Offer is also subject to the other conditions set forth in
this Offer to Purchase. See Sections 1 and 13.

     Simultaneously with the execution of the Merger Agreement, Parent and
Purchaser entered into a Stockholders Agreement, dated as of February 22, 2001
(the "Stockholders Agreement"), with Richard J. Eskind, Richard J. Eskind
Grantor Retained Annuity Trust No. 2, Irwin B. Eskind, Irwin B. Eskind Grantor
Retained Annuity Trust No. 4, Paul J. Ottaviano, Edward G. Nelson, Nelson
Capital Corporation, Roscoe R. Robinson, S. Colin Neill and William C. O'Neil,
Jr. (collectively, the "Stockholders"). The Stockholders have represented in the
Stockholders Agreement that, collectively, they have voting and dispositive
control over 3,805,655 Shares, which represents approximately 21% of the
outstanding Shares as of February 22, 2001. Pursuant to the Stockholders
Agreement, the Stockholders have agreed, among other things, to tender their
Shares pursuant to the Offer and not withdraw those Shares and have agreed to
vote their Shares in favor of the Merger and against any competing transaction.
The Stockholders Agreement is more fully described in Section 11.

     The Merger is subject to Purchaser's accepting and paying for the Shares
which are properly tendered in response to the Offer and not withdrawn and to
the satisfaction or waiver of certain conditions, including, if required by law,
the adoption of the Merger Agreement and the approval of the Merger by the
requisite vote of the holders of a majority of the outstanding Shares. If
Purchaser acquires (pursuant to the Offer or otherwise) at least a majority of
the Shares then outstanding. Purchaser will have sufficient voting power to
adopt the Merger Agreement and approve the Merger without the vote of any other
stockholder.

     Under the DGCL, if Purchaser acquires (through the Offer or otherwise) at
least 90% of the Shares then outstanding, Purchaser will be able to adopt the
Merger Agreement and approve the Merger without a vote of the Company's
stockholders. If Purchaser acquires (through the Offer or otherwise) at least
90% of the Shares then outstanding, Purchaser intends to take all necessary and
appropriate action to cause the Merger to become effective as soon as
practicable without a meeting of the Company's stockholders. If, however,
Purchaser does not acquire at least 90% of the Shares then outstanding and a
vote of the Company's stockholders is required under Delaware law, a longer
period of time will be required to effect the Merger.

     According to the Company, as of February 22, 2001, there were 18,402,172
Shares outstanding and an additional 2,179,504 Shares were reserved for issuance
under various stock options previously issued pursuant to the Company's stock
option and other equity-based incentive plans. Based on that information, the
Minimum Condition would be satisfied if 10,290,839 Shares (including the Shares
tendered pursuant to the Stockholders Agreement) were validly tendered and not
withdrawn.

     THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION, AND THEY SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.

                                        2
<PAGE>   11

                                THE TENDER OFFER

1. TERMS OF THE OFFER.

     On the terms and subject to the conditions of the Offer, Purchaser will
accept for payment and pay for all Shares which are validly tendered on or prior
to the Expiration Date and not withdrawn as permitted by Section 4. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Monday, April 2,
2001, unless Purchaser, in accordance with the terms of the Merger Agreement,
extends the period during which the Offer is open, in which event the term
"Expiration Date" will mean the latest time and date at which the Offer, as
extended, will expire. The period from the date of this Offer to Purchase
through and including the Expiration Date, as such period may be extended, is
referred to in this Offer to Purchase as the "Offering Period."

     Purchaser may elect, in its sole discretion, to provide a subsequent
offering period of three to 20 business days (the "Subsequent Offering Period").
For purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or Federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time. A Subsequent Offering Period, if one
is provided, is not an extension of the Offering Period. A Subsequent Offering
Period would be an additional period of time, following the expiration of the
Offering Period, in which stockholders may tender Shares not tendered during the
Offering Period. If on the Expiration Date the number of Shares that have been
properly tendered and not subsequently withdrawn represents more than 50% but
less than 90% of the outstanding Shares (calculated on a fully diluted basis),
Purchaser intends to elect to provide a Subsequent Offering Period. Any decision
to provide a Subsequent Offering Period will be announced no later than 9:00
a.m., New York City time, on the next business day after the expiration of the
Offering Period. If a Subsequent Offering Period is provided, Purchaser will
announce the approximate number and percentage of the Shares deposited as of the
expiration of the initial Offering Period no later than 9:00 a.m., New York City
time, on the next business day following the expiration of the Offering Period,
and those Shares will be immediately accepted and promptly paid for. All
conditions to the Offer (including, if the Offer is extended or amended, the
terms and conditions of the extension or amendment (collectively, the "Offer
Conditions")) must be satisfied or waived prior to the commencement of any
Subsequent Offering Period.

     Subject to the terms of the Merger Agreement (see Section 11 of this Offer
to Purchase) and the applicable rules and regulations of the SEC, Purchaser
expressly reserves the right, in its sole discretion, at any time or from time
to time, to extend the Offering Period by giving oral or written notice of such
extension to the Depositary. During any such extension of the Offering Period
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the right of a tendering stockholder to withdraw that
stockholder's Shares. See Section 4 to this Offer to Purchase for a description
of withdrawal rights. Subject to the applicable rules and regulations of the
SEC, Purchaser also expressly reserves the right, in its sole discretion, at any
time or from time to time, to (i) delay acceptance for payment of, or payment
for, any tendered Shares not theretofore accepted for payment or paid for, (ii)
amend the Offer upon the failure of any of the conditions specified in the
Merger Agreement and (iii) waive any condition (other than the Minimum Condition
described in this Offer to Purchase) and to modify or change any other term or
condition of the Offer, by giving oral or written notice of such delay,
amendment, waiver, modification or change to the Depositary. Purchaser will make
a public announcement of any such delay, amendment, waiver, modification or
change. The exercise by Purchaser of the rights described in this paragraph and
the next two paragraphs may require consents under the Facilities Agreement and
the Investment Agreement, each of which is described in Section 12 of this Offer
to Purchase.

     Subject to the terms of the Merger Agreement, Purchaser has the right, in
its sole discretion, to modify and make changes to the terms and conditions of
the Offer except that Purchaser has agreed that it will not, without the prior
written consent of the Company, (i) decrease the Common Stock Price, (ii) change
the form of consideration payable in the Offer (other than by adding
consideration), (iii) change the Minimum Condition, (iv) limit the number of
Shares sought pursuant to the Offer, (v) change the material conditions to the
Offer in a manner adverse to the stockholders of the Company or (vi) impose
additional material conditions to the Offer.
                                        3
<PAGE>   12

     Pursuant to the Merger Agreement, Purchaser may (i) extend and re-extend
the Offering Period on one or more occasions for such period as may be
determined by Purchaser in its sole discretion (each such extension period not
to exceed 20 business days at a time) if, at the then-scheduled expiration date
of the Offer, any of the Offer Conditions are not satisfied or waived, (ii)
extend and re-extend the Offering Period for any period required by any rule,
regulation, interpretation or position of the SEC or the staff thereof
applicable to the Offer and (iii) extend and re-extend the Offering Period on
one or more occasions for an aggregate period of not more than 15 business days
if the Minimum Condition has been satisfied but less than 90% of the total
number of all outstanding Shares plus all Shares issuable upon exercise of
options and other similar rights to purchase Shares have been validly tendered
and not properly withdrawn as of the Expiration Date; provided, however, that if
Purchaser elects to extend the Offer for this reason, then all remaining
conditions to the Offer will be deemed to be irrevocably waived, except for the
Minimum Condition and except insofar as the conditions relate to or are based
upon (x) the illegality of the consummation of the Offer or the Merger; (y)
breach by the Company of any covenant contained in the Merger Agreement; or (z)
failure of any representation or warranty made by the Company in the Merger
Agreement to be true and correct as of the date of the Merger Agreement. On the
terms and subject to the conditions of the Offer (including the Offer Conditions
and, if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), promptly after the expiration of the Offering Period,
Purchaser will accept for payment, and will pay for, all Shares validly tendered
and not withdrawn that Purchaser is permitted to accept and pay for under
applicable law. If Purchaser elects to provide a Subsequent Offering Period, it
expressly reserves the right, in its sole discretion, at any time or from time
to time, to extend the Subsequent Offering Period, not beyond a total of 20
business days, by giving oral or written notice of such extension to the
Depositary. Consistent with applicable rules and regulations of the SEC,
Purchaser may not accept Shares for payment upon expiration of the Offer while
any condition to the Offer remains unsatisfied and unwaived. If there is a
Subsequent Offering Period, all Shares tendered during the Subsequent Offering
Period will be immediately accepted for payment and paid for as they are
tendered.

     Any extension, delay, termination or amendment of the Offer will be
followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(d), 14d-6(c)
and 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which requires that any material change in the information published,
sent or given to stockholders in connection with the Offer be promptly
disseminated to stockholders in a manner reasonably designed to inform
stockholders of such change), and without limiting the manner in which Purchaser
may choose to make any public announcement, Purchaser shall have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by issuing a press release to the Dow Jones News Service.

     Purchaser confirms that if it makes a material change in the terms of the
Offer or the information concerning the Offer, or if it waives a material
condition of the Offer, Purchaser will extend the Offer to the extent required
by Rules 14d-4(d) and 14e-l under the Exchange Act.

     If, during the Offering Period, Purchaser, with the prior written approval
of the Company, decreases the number of Shares sought pursuant to the Offer or
the Common Stock Price, that decrease will be applicable to all holders whose
Shares are accepted for payment pursuant to the Offer, and, if at the time
notice of any decrease is first published, sent or given to holders of such
Shares, the Offer is scheduled to expire at any time earlier than the tenth
business day from and including the date that notice is first so published, sent
or given, the Offer will be extended until the expiration of that ten-business
day period.

     Consummation of the Offer is also conditioned upon expiration or
termination of all waiting periods imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), European competition laws
and the other conditions set forth in Section 13 of this Offer to Purchase. With
respect to antitrust and competition law matters, see Section 15 of this Offer
to Purchase. Purchaser reserves the right but is not obligated, in accordance
with applicable rules and regulations of the SEC, to waive any or all of those
conditions other than the Minimum Condition. If, by the Expiration Date, any or
all of those conditions have not been satisfied, Purchaser may, in its sole
discretion, and subject, in certain cases, to
                                        4
<PAGE>   13

receiving the consent required pursuant to the Facilities Agreement and the
Investment Agreement, elect to: (i) extend the Offer and, subject to applicable
withdrawal rights, retain all tendered Shares until the expiration of the Offer,
as extended, subject to the terms of the Offer, (ii) waive all of the
unsatisfied conditions (other than the Minimum Condition) and, subject to
complying with applicable rules and regulations of the SEC, accept for payment
all Shares so tendered, or (iii) terminate the Offer and not accept for payment
any Shares and return all tendered Shares to tendering stockholders (subject to
the Company's right to require Purchaser to extend the Offering Period in
certain instances). If Purchaser waives any condition set forth in Section 13 of
this Offer to Purchase, the SEC or its staff may, if the waiver is deemed to
constitute a material change to the information previously provided to the
stockholders, take the position that the Offer must remain open for an
additional period of time and/or that Purchaser must disseminate information
concerning the waiver.

     The Company has provided Purchaser with the Company's stockholder list and
security position listing for the purpose of disseminating the Offer to holders
of Shares. This Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed by Purchaser to record holders of Shares and
will be furnished by Purchaser to brokers, dealers, banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to beneficial
owners of Shares.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR THE SHARES.

     Upon the terms and subject to the conditions of the Offer (including the
Offer Conditions set forth in Section 13 of this Offer to Purchase and, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment, and will pay for, all Shares
validly tendered (and not properly withdrawn in accordance with the procedures
described in Section 4 of this Offer to Purchase) promptly after the expiration
of the Offering Period. Shares will be accepted as soon as practicable after the
later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of
the Offer Conditions set forth in Section 13 of this Offer to Purchase. Any
determination concerning the satisfaction of the terms and conditions of the
Offer will be in the sole discretion of Purchaser. Purchaser expressly reserves
the right, in its sole discretion, to delay acceptance for payment of, or,
subject to the applicable SEC rules, payment for, Shares in order to comply in
whole or in part with any applicable law. If there is a Subsequent Offering
Period, all Shares tendered during the Subsequent Offering Period will be
immediately accepted for payment and paid for as they are tendered.

     Parent and its affiliates filed a Notification and Report Form with respect
to the Offer under the HSR Act on Friday, March 2, 2001. The waiting period
under the HSR Act with respect to the Offer will expire at 11:59 p.m. New York
City time, on Monday, March 19, 2001, unless that waiting period is earlier
terminated. Either the Antitrust Division of the United States Department of
Justice (the "Antitrust Division") or the United States Federal Trade Commission
(the "FTC") may extend the waiting period by requesting additional information
or documentary material. If there is such a request, the waiting period will
expire at 11:59 p.m., New York City time, on the tenth day after there has been
substantial compliance with the request. Any extension of the waiting period
will delay acceptance of the Shares for payment. Purchaser filed a pre-clearance
notification with German antitrust authorities on March 5, 2001. The review
period imposed in respect of the Offer under German antitrust laws will expire
on April 5, 2001 unless terminated earlier by the German antitrust authorities.
Parent intends to extend the Offering Period if the German antitrust review
period is not terminated by the Expiration Date. See Section 15 of this Offer to
Purchase for additional information concerning the HSR Act and the applicability
of the antitrust laws of the United States, Germany and other foreign
jurisdictions to the Offer.

     For purposes of the Offer, Purchaser will be deemed to have accepted for
payment pursuant to the Offer and thereby purchased, Shares properly tendered
and not subsequently withdrawn as, if and when Purchaser gives oral or written
notice to the Depositary of its acceptance for payment of such Shares. On the
terms and subject to the conditions of the Offer, payment for Shares accepted
for payment pursuant to the Offer will be made by deposit of the purchase price
for those Shares with the Depositary, which will act as agent for the tendering
stockholders for the purpose of receiving payments from Purchaser and
transmitting such payment
                                        5
<PAGE>   14

to the tendering stockholders. UNDER NO CIRCUMSTANCES WILL PURCHASER PAY
INTEREST ON THE COMMON STOCK PRICE REGARDLESS OF ANY EXTENSION OF THE OFFER OR
OF ANY DELAY IN PAYING FOR SHARES. In all cases, payment for Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates for those Shares (the "Share Certificates") or a
timely Book-Entry Confirmation (as defined below) with respect to those Shares,
(ii) the Letter of Transmittal or a manually signed facsimile of the Letter of
Transmittal, properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message (as
defined below) and (iii) any other documents required by the Letter of
Transmittal. The price paid to any holder of Shares pursuant to the Offer will
be the highest price per Share paid to any other holder of Shares pursuant to
the Offer.

     Upon the deposit of funds with the Depositary for the purpose of making
payments to tendering stockholders, Purchaser's obligation to pay for Shares
will be satisfied and tendering stockholders must look solely to the Depositary
for payment of amounts owed to them by reason of the acceptance of their Shares
pursuant to the Offer. If, for any reason, acceptance for payment of or payment
for any Shares tendered in response to the Offer is delayed, or Purchaser is
prevented from accepting for payment or paying for Shares which are tendered in
response to the Offer, the Depositary nevertheless may retain, subject to
applicable rules and regulations of the SEC, tendered Shares on behalf of
Purchaser and those Shares may not be withdrawn, except to the extent the
tendering stockholder properly exercises withdrawal rights as described in
Section 4 of this Offer to Purchase.

     If any tendered Shares are not accepted for payment pursuant to the terms
and conditions of the Offer for any reason, or if Share Certificates are
submitted evidencing more Shares than are tendered, Share Certificates
evidencing unpurchased Shares will be returned to the tendering stockholder, or
to such other person as the tendering stockholder shall specify in the Letter of
Transmittal, without expense to the recipient as promptly as practicable
following the expiration or termination of the Offer. In the case of any Shares
delivered by book-entry transfer into the Depositary's account at the Book-Entry
Transfer Facility (as defined below) pursuant to the procedures set forth in
Section 3 of this Offer to Purchase, such Shares will be credited to such
account maintained at the Book-Entry Transfer Facility as the tendering
stockholder shall specify in the Letter of Transmittal, as promptly as
practicable following the expiration or termination of the Offer. If no such
instructions are given with respect to any Shares delivered by book-entry
transfer, any such Shares not tendered or not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated in the
Letter of Transmittal as the account from which such Shares were delivered.

     Subject to the provisions of the Merger Agreement, Purchaser reserves the
right to transfer or assign in whole or in part from time to time to one or more
direct or indirect subsidiaries of Parent the right to purchase all or any
portion of the Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve Purchaser of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive payment
for any Shares validly tendered and accepted for payment pursuant to the Offer.

3. PROCEDURE FOR TENDERING SHARES.

     Valid Tender.  To tender Shares pursuant to the Offer, either (i) a Letter
of Transmittal, or a manually signed facsimile of a Letter of Transmittal,
properly completed and duly executed in accordance with the instructions to the
Letter of Transmittal, together with any required signature guarantees and
certificates for the Shares to be tendered, or, in the case of a book-entry
transfer, an Agent's Message (as defined below), and any other required
documents must be received by the Depositary prior to the applicable Expiration
Date, or the expiration of any Subsequent Offering Period, at one of its
addresses set forth on the back cover of this Offer to Purchase, or (ii) the
tendering stockholder must comply with the guaranteed delivery procedures set
forth below.

     Book-Entry Delivery.  The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Offer within two business days after the date of
this Offer to Purchase. Any financial institution that is a participant in the

                                        6
<PAGE>   15

Book-Entry Transfer Facility's systems may make a book-entry transfer of Shares
by causing the Book-Entry Transfer Facility to transfer the Shares into the
Depositary's account in accordance with the Book-Entry Transfer Facility's
procedures for such transfers. However, although delivery of the Shares may be
effected through book-entry transfer, either the Letter of Transmittal or a
manually signed facsimile of the Letter of Transmittal, properly completed and
duly executed, together with any required signature guarantees, or in the case
of a book-entry transfer, an Agent's Message, and any other required documents,
must, in any case, be transmitted to and received by the Depositary at one of
its addresses set forth on the back cover of this Offer to Purchase by the
Expiration Date or the expiration of any Subsequent Offering Period, or the
tendering stockholder must comply with the guaranteed delivery procedures
described below. The confirmation of a book-entry transfer of the Shares into
the Depositary's account at the Book-Entry Transfer Facility as described above
is referred to in this Offer to Purchase as a "Book-Entry Confirmation." The
term "Agent's Message" means a message transmitted by the Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received an
express acknowledgment from the participant in the Book-Entry Transfer Facility
tendering the Shares which are the subject of such Book-Entry Confirmation, that
such participant has received and agrees to be bound by the terms of the Letter
of Transmittal and that Purchaser may enforce such agreement against the
participant. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.

     THE METHOD OF DELIVERY OF ANY SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE STOCKHOLDER USE PROPERLY
INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     Signature Guarantees.  Except as otherwise provided below, all signatures
on a Letter of Transmittal must be guaranteed by a financial institution that is
a participant in the Security Transfer Agents Medallion Program (most commercial
banks, savings and loan associations and securities brokerage firms are
participants in that Program) or by any other "eligible guarantor institution"
as that term is defined in Rule 17Ad-15 under the Exchange Act (each, an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed (i) if the Letter of Transmittal is signed by the registered holder
(which term, for purposes of this section, includes any participant in the
Book-Entry Transfer Facility's system whose name appears on a security position
listing as the owner of the Shares) of the Shares tendered therewith unless such
registered holder has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the Letter
of Transmittal or (ii) if such Shares are tendered for the account of an
Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If
the certificates for any Shares are registered in the name of a person other
than the signer of the Letter of Transmittal, or if payment is to be made or
certificates for any Shares not tendered or not accepted for payment are to be
returned to a person other than the registered holder of the certificates
surrendered, then the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names of
the registered holders or owners appear on the Share Certificates, with the
signatures on the certificates or stock powers guaranteed as described above.
See Instructions 1 and 5 to the Letter of Transmittal.

     Guaranteed Delivery.  A stockholder who desires to tender Shares pursuant
to the Offer and whose Share Certificates are not immediately available or who
cannot comply with the procedure for book-entry transfer on a timely basis, or
who cannot deliver all required documents to the Depositary prior to the
applicable Expiration Date, or the expiration of any Subsequent Offering Period,
may tender such Shares by following all of the procedures set forth below:

          (i) the tender is made by or through an Eligible Institution;

                                        7
<PAGE>   16

          (ii) a properly completed and duly executed Notice of Guaranteed
     Delivery, substantially in the form provided by Purchaser, is received by
     the Depositary, as provided below, prior to the applicable Expiration Date,
     or the expiration of any Subsequent Offering Period; and

          (iii) the certificates for all tendered Shares, in proper form for
     transfer (or a Book-Entry Confirmation with respect to all such tendered
     Shares), together with a properly completed and duly executed Letter of
     Transmittal (or a manually signed facsimile thereof), with any required
     signature guarantees (or, in the case of a book-entry transfer, an Agent's
     Message in lieu of the Letter of Transmittal), and any other required
     documents, are received by the Depositary within three trading days after
     the date of execution of such Notice of Guaranteed Delivery. A "trading
     day" is any day on which the Nasdaq National Market (the "Nasdaq") is open
     for business.

     The Notice of Guaranteed Delivery may be delivered by hand, transmitted by
facsimile or mailed to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in such Notice of Guaranteed
Delivery.

     In all cases, Shares will not be deemed validly tendered unless a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) or,
in the case of a book-entry transfer, an Agent's Message in lieu of the Letter
of Transmittal is received by the Depositary.

     Other Requirements.  No alternative, conditional or contingent tenders will
be accepted, and no fractional Shares will be purchased. All tendering
stockholders, by executing the Letter of Transmittal (or a manually signed
facsimile thereof) waive any right to receive any notice of acceptance of their
Shares for payment. Notwithstanding any other provision of this document,
payment for the Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of the instruments and
documents referred to in Section 2 of this Offer to Purchase.

     Tender Constitutes an Agreement.  The valid tender of any Shares pursuant
to one of the procedures described above will constitute a binding agreement
between the tendering stockholder and Purchaser upon the terms and subject to
the conditions of the Offer.

     Appointment.  By executing a Letter of Transmittal as set forth above, the
tendering stockholder will irrevocably appoint Purchaser, its officers,
directors and other designees as the stockholder's attorneys-in-fact and proxies
in the manner set forth in the Letter of Transmittal, each with full power of
substitution, to the full extent of the stockholder's rights with respect to the
Shares tendered by the stockholder and accepted for payment by Purchaser and
with respect to any and all cash and non-cash dividends, distributions, rights,
and other shares of Company Common Stock or other securities issued or issuable
in respect of such Shares on or after February 22, 2001 (collectively,
"Distributions"). All such proxies will be considered coupled with an interest
in the tendered Shares. Such appointment will be effective when, and only to the
extent that, Purchaser accepts such Shares for payment pursuant to the Offer.
All such powers of attorney and proxies will be irrevocable and will be deemed
granted in consideration of the acceptance for payment by Purchaser of the
Shares tendered in accordance with the terms of the Offer. Upon the
effectiveness of such appointment, all prior powers of attorney, proxies and
consents given by the stockholder will be revoked, and no subsequent powers of
attorney, proxies and consents may be given (and, if given, will not be deemed
effective). Purchaser's designees will be empowered to exercise all voting and
other rights of the stockholder with respect to the tendered Shares (and any and
all Distributions in respect of those Shares) as those designees, in their sole
discretion, may deem proper at any annual or special meeting of the stockholders
of the Company or any adjournment or postponement thereof, actions by written
consent in lieu of any such meeting or otherwise. Purchaser reserves the right
to require that, in order for any Shares to be deemed validly tendered,
immediately upon Purchaser's acceptance for payment of those Shares, Purchaser
must be able to exercise full voting, consent and other rights with respect to
those Shares (and any and all Distributions in respect of those Shares).

     Determination of Validity.  All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of the
Shares will be determined by Purchaser in its sole discretion, which
determination will be final and binding. Purchaser reserves the absolute right
to reject any and all tenders

                                        8
<PAGE>   17

determined by it not to be in proper form or the acceptance for payment of or
payment for which may, in the opinion of Purchaser's counsel, be unlawful.
Purchaser also reserves the absolute right to waive any defect or irregularity
in the tender of any Shares by any particular stockholder whether or not similar
defects or irregularities are waived in the case of other stockholders. No
tender of any Shares will be deemed to have been validly made until all defects
and irregularities relating thereto have been cured or waived. None of Parent,
Inveresk Canada, Purchaser, the Depositary, the Information Agent, the Dealer
Manager or any other person will be under any duty to give notification of any
defects or irregularities in tenders or incur any liability for failure to give
any such notification. Purchaser's interpretation of the terms and conditions of
the Offer (including the Letter of Transmittal and Instructions thereto) will be
final and binding.

     Backup Withholding.  In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a stockholder surrendering
Shares pursuant to the Offer must, unless an exemption applies, provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") on a Substitute Form W-9 and certify under penalties of perjury that
such TIN is correct and that such stockholder is not subject to backup
withholding. If a tendering stockholder does not provide such stockholder's
correct TIN or fails to provide the certifications described above, the Internal
Revenue Service (the "IRS") may impose a penalty on such stockholder and payment
of cash to such stockholder pursuant to the Offer may be subject to backup
withholding of 31%. All stockholders surrendering Shares pursuant to the Offer
should complete and sign the main signature form and the Substitute Form W-9
included as part of the Letter of Transmittal to provide the information and
certification necessary to avoid backup withholding (unless an applicable
exemption exists and is proved in a manner satisfactory to Purchaser and the
Depositary). Certain stockholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding.
Non corporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See
Instruction 8 to the Letter of Transmittal.

4. RIGHTS OF WITHDRAWAL.

     Tenders of the Shares made pursuant to the Offer are irrevocable except
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the expiration of the Offering Period and, unless theretofore accepted for
payment by Purchaser pursuant to the Offer, also may be withdrawn at any time
after May 4, 2001. There will be no withdrawal rights during any Subsequent
Offering Period for any Shares tendered during the Subsequent Offering Period.

     For a withdrawal of Shares tendered pursuant to the Offer to be effective,
written facsimile transmission notice of withdrawal must be timely received by
the Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the names in which the certificate(s) evidencing the Shares to be withdrawn
are registered, if different from that of the person who tendered the Shares.
The signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution, unless the Shares have been tendered for the account of an Eligible
Institution. If Shares have been delivered pursuant to the procedures for
book-entry transfer as set forth in Section 3 of this Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the Book-Entry Transfer Facility's procedures. If
certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, the name of the registered holder and the serial
numbers of the particular certificates evidencing the Shares to be withdrawn
must also be furnished to the Depositary as aforesaid prior to the physical
release of such certificates.

     All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by Purchaser, in its sole
discretion, which determination shall be final and binding. None of Parent,
Inveresk Canada, Purchaser, the Dealer Manager, the Depositary, the Information
Agent, or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability for
failure to give such notification. Withdrawals of tendered Shares may not be
rescinded, and any Shares properly withdrawn will be deemed not to have been
validly tendered for purposes of the Offer.
                                        9
<PAGE>   18

Withdrawn Shares may, however, be re-tendered by following one of the procedures
described in Section 3 of this Offer to Purchase at any time prior to the
applicable Expiration Date or prior to the expiration of any Subsequent Offering
Period.

     If Purchaser extends the Offer, is delayed in its acceptance for payment of
any Shares, or is unable to accept for payment any Shares pursuant to the Offer,
for any reason, then, without prejudice to Purchaser's rights under this Offer,
the Depositary may, nevertheless, on behalf of Purchaser, retain tendered
Shares, but those Shares may be withdrawn to the extent that tendering
stockholders are entitled to withdrawal rights as set forth in this Section 4.

5. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER.

     Sales of the Shares pursuant to the Offer and the exchange of the Shares
for cash pursuant to the Merger will be taxable transactions for Federal income
tax purposes and also may be taxable under applicable state, local and other tax
laws. For Federal income tax purposes, a stockholder whose Shares are purchased
pursuant to the Offer or who receives cash as a result of the Merger will
realize gain or loss equal to the difference between the stockholder's adjusted
basis in the Shares tendered or exchanged and the amount of cash received for
those Shares. Such gain or loss will be capital gain or loss if the Shares are
held as capital assets by the stockholder. Long-term capital gains of
non-corporate stockholders generally are subject to a maximum tax rate of 20% in
respect of property held for more than one year.

     The income tax discussion set forth above is included for general
information only and may not be applicable to stockholders in special situations
such as stockholders who received their Shares upon the exercise of stock
options or otherwise as compensation and stockholders who are not United States
persons. Stockholders should consult their own tax advisors with respect to the
specific tax consequences to them of the Offer and the Merger, including the
application and effect of Federal, state, local, foreign or other tax laws and
of changes in such tax laws.

     See Section 3 of this Offer to Purchase for a discussion of backup
withholding of Federal income tax payments.

6. PRICE RANGE OF THE SHARES; DIVIDENDS.

     The Shares are listed on the Nasdaq National Market under the symbol
"CCRO". The following table sets forth, for the calendar quarters indicated, the
high and low closing sales prices for the Shares on the Nasdaq National Market
based on public sources:

<TABLE>
<CAPTION>
                                                               SALES PRICE
                                                              -------------
                                                              HIGH     LOW
                                                              -----   -----
<S>                                                           <C>     <C>
CALENDAR YEAR
1999:
  First Quarter.............................................  $6.56   $3.56
  Second Quarter............................................   6.25    4.19
  Third Quarter.............................................   6.69    4.88
  Fourth Quarter............................................   5.38    3.19
2000:
  First Quarter.............................................  $4.88   $3.19
  Second Quarter............................................   3.88    2.75
  Third Quarter.............................................   5.38    3.00
  Fourth Quarter............................................   5.75    4.88
2001:
  First Quarter (through March 2, 2001).....................   6.50    5.13
</TABLE>

     On February 22, 2001, the last full trading day prior to the public
announcement of the terms of the Offer and the Merger, the reported closing
price on the Nasdaq National Market was $5.25 per Share. On March 2,

                                        10
<PAGE>   19

2001, the last full trading day prior to commencement of the Offer, the reported
closing price on the Nasdaq National Market was $5.88 per Share. Stockholders
are advised to obtain a current market quotation for the Shares.

     According to the Company's publicly available documentation and filings
with the SEC, the Company did not declare or pay any cash dividends during any
of the periods indicated in the above table. In addition, under the terms of the
Merger Agreement, the Company is not permitted to declare or pay dividends with
respect to the Shares without the prior written consent of Parent, and Parent
does not intend to consent to any such declaration or payment. See Section 11 of
this Offer to Purchase.

7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK QUOTATION, MARGIN
   REGULATIONS AND EXCHANGE ACT REGISTRATION.

     Market for the Shares.  The purchase of any Shares by Purchaser pursuant to
the Offer will reduce the number of Shares that might otherwise trade publicly
and may reduce the number of holders of the Shares, which could adversely affect
the liquidity and market value of the remaining Shares held by the public.

     Stock Quotation.  The Shares are included for quotation on the Nasdaq
National Market (the top tier of the Nasdaq Stock Market) under the symbol
"CCRO." After consummation of the Offer and depending upon the aggregate market
value and the per share price of any Shares not purchased pursuant to the Offer,
the Shares may no longer meet the standards of the National Association of
Securities Dealers, Inc. (the "NASD") for continued listing on the Nasdaq
National Market. The requirements for continued listing on the Nasdaq National
Market include, among others, the requirement that the number of publicly held
shares (excluding shares held by officers, directors or other beneficial owners
of 10% or more of the shares ("Nasdaq Excluded Holdings")) is at least 750,000,
that there are at least 400 stockholders (holding round lots of 100 shares or
more), that the aggregate market value of publicly held Shares (excluding Nasdaq
Excluded Holdings) is at least $5 million and that there be at least two market
makers for the shares. If these standards are not met, the Shares might
nevertheless continue to be eligible for listing on the Nasdaq SmallCap Market;
however, if the number of holders of round lots of Shares falls below 300, or if
the number of publicly held Shares (excluding Nasdaq Excluded Holdings) falls
below 500,000, or if there are not at least two market makers for Shares, the
NASD's rules provide that the Shares no longer would be in compliance with the
continued listing requirements of the Nasdaq SmallCap Market. According to
information furnished to Purchaser by the Company, as of the close of business
on February 28, 2001, there were approximately 189 holders of record of Shares,
not including beneficial holders of any Shares held in street name, and there
were 18,402,852 Shares outstanding.

     If the Shares no longer meet the NASD's requirements for continued listing
on the Nasdaq National Market or on any other tier of the Nasdaq Stock Market,
and the Shares are no longer listed on any tier of the Nasdaq Stock Market, the
trading market for the Shares could be adversely affected. It is possible that
the Shares would be traded or quoted on other securities exchanges or in the
over-the counter market, and that price quotations would be reported by those
exchanges or other sources. The extent of the public market for the Shares and
the availability of such quotations would, however, depend upon the number of
stockholders and/or the aggregate market value of the Shares remaining at that
time, the interest in maintaining a market in the Shares on the part of
securities brokerage firms, the possible termination of registration of the
Shares under the Exchange Act and other factors. Purchaser cannot predict
whether the reduction in the number of Shares that might otherwise trade
publicly would have an adverse or beneficial effect on the market price for, or
marketability of, the Shares or whether it would cause future market prices to
be greater or lesser than the Common Stock Price.

     Margin Regulations.  The Shares are presently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve Board (the "Federal
Reserve Board"), which has the effect, among other things, of allowing brokers
to extend credit on the collateral of the Shares. Depending upon factors similar
to those described above regarding listing and market quotations, the Shares
might no longer qualify as "margin securities" for the purposes of the Federal
Reserve Board's margin regulations, in which event the Shares would be
ineligible to be used as collateral for margin loans made by brokers.

                                        11
<PAGE>   20

     Exchange Act Registration.  The Shares are currently registered under the
Exchange Act. That registration may be terminated by the Company upon
application to the SEC if the outstanding Shares are not listed on a national
securities exchange and if there are fewer than 300 holders of record of the
Shares. Termination of registration of the Shares under the Exchange Act would
reduce the information required to be furnished by the Company to its
stockholders and to the SEC and would make certain provisions of the Exchange
Act, such as the short-swing profit recovery provisions of Section 16(b) and the
requirement to furnish a proxy statement in connection with stockholders'
meetings pursuant to Section 14(a) and the related requirement to furnish an
annual report to stockholders, no longer applicable with respect to the Shares.
Furthermore, the ability of "affiliates" of the Company and persons holding
"restricted securities" of the Company to dispose of such securities pursuant to
Rule 144 under the Securities Act of 1933, as amended, may be impaired or
eliminated. If registration of the Shares under the Exchange Act were
terminated, the Shares no longer would be eligible for listing on any tier of
the Nasdaq Stock Market or for continued inclusion on the Federal Reserve
Board's list of "margin securities". Purchaser intends to seek to cause the
Company to apply for termination of registration of the Shares as soon as
possible after consummation of the Offer if the requirements for termination of
registration are met. If registration of the Shares is not terminated before the
Merger, the registration of the Shares under the Exchange Act and the listing of
the Shares on the Nasdaq National Market will be terminated following the
completion of the Merger.

8. CERTAIN INFORMATION CONCERNING THE COMPANY.

     The Company is a Delaware corporation with its principal executive offices
located at 11000 Weston Parkway, Suite 100, Cary, North Carolina 27513. Its main
telephone number is (919) 460-9005.

     The Company is a full service global contract research organization serving
the pharmaceutical, biotechnology and medical device industries. The Company
provides both clinical and pre-clinical services. Clinical services consist of
designing, monitoring, and managing trials of new pharmaceutical and
biotechnology products on humans, and providing clinical data management,
biostatistical, product registration, and pharmacoeconomic services.
Pre-clinical services are comprised of designing and conducting trials of new
pharmaceutical and biotechnology products based primarily upon animal models to
produce data required to assess and evaluate efficacy in and potential risks to
humans. The Company's headquarters and U.S. clinical operations are located near
Research Triangle Park, North Carolina. Additional facilities and offices are
located in Maidenhead, England; Glasgow, Scotland; Brussels, Belgium; Paris,
France; Melbourne, Australia; Tel Aviv, Israel; Milan, Italy; Warsaw, Poland;
Munich, Germany; Madrid, Spain; and Montreal, Canada.

     The following selected consolidated financial data relating to the Company
and its subsidiaries have been taken or derived from the audited financial
statements contained in the Company's Annual Reports on Form 10-K for the fiscal
years ended December 31, 1999 and December 31, 1998 (the "Company 10-Ks") and
the unaudited financial statements contained in the Company's Quarterly Reports
on Form 10-Q for the fiscal quarter ended September 30, 2000 (the "Company
10-Q"), each as filed with the SEC pursuant to the Exchange Act. More
comprehensive financial information is included in the Company 10-Ks and the
Company l0-Q (including in each case a section containing management's
discussion and analysis of financial condition and results of operation) and the
other documents filed by the Company with the SEC, and the following summary is
qualified in its entirety by reference to those reports and other documents and
all of the financial information and notes contained in those reports and
documents. Copies of those reports and other documents may be examined at or
obtained from the SEC (including through the SEC's website) and the Nasdaq Stock
Market in the manner described below under "Available Information".

                                        12
<PAGE>   21

                            CLINTRIALS RESEARCH INC.

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                            NINE MONTHS     NINE MONTHS
                                               ENDED           ENDED          YEAR ENDED DECEMBER 31,
                                           SEPTEMBER 30,   SEPTEMBER 30,   ------------------------------
                                               2000            1999          1999       1998       1997
                                           -------------   -------------   --------   --------   --------
                                            (UNAUDITED)     (UNAUDITED)
<S>                                        <C>             <C>             <C>        <C>        <C>
INCOME STATEMENT DATA:
Revenue:
  Service Revenue........................    $ 86,977        $ 88,076      $113,892   $109,254   $125,687
  Less: Subcontractor costs..............     (11,664)        (15,442)      (16,961)   (19,563)   (22,697)
Net Service revenue......................      75,313          72,634        96,931     89,691    102,990
                                             --------        --------      --------   --------   --------
Total Costs and Expenses.................      80,373          75,468       103,529    113,861     114396
                                             --------        --------      --------   --------   --------
Income (Loss) before Income Taxes........      (5,060)         (2,834)       (5,697)   (23,358)   (10,202)
Provision (Benefit) for Income Taxes.....       1,721             913         1,348     (1,226)    (3,806)
                                             --------        --------      --------   --------   --------
Net Income (Loss)........................    $ (6,781)       $ (3,747)     $ (7,045)  $(22,132)  $ (6,396)
                                             ========        ========      ========   ========   ========
Earnings (Loss) per Share:...............
Basic....................................    $  (0.37)       $  (0.21)     $  (0.39)  $  (1.22)  $  (0.35)
                                             ========        ========      ========   ========   ========
Diluted..................................    $  (0.37)       $  (0.21)     $  (0.39)  $  (1.22)  $  (0.35)
                                             ========        ========      ========   ========   ========
BALANCE SHEET DATA (AT PERIOD END):
Total Current Assets.....................    $ 44,164        $ 42,184      $ 42,184   $ 47,090   $ 71,148
                                             ========        ========      ========   ========   ========
Total Assets.............................    $114,120        $116,404      $116,404   $123,096   $144,979
                                             ========        ========      ========   ========   ========
Total Current Liabilities................    $ 32,094        $ 25,873      $ 25,873   $ 29,864   $ 26,507
Total Stockholders' Equity...............      75,290          85,168        85,168     89,556    115,778
                                             ========        ========      ========   ========   ========
Total Liabilities and Stockholders'
  Equity.................................    $114,120        $116,404      $116,404   $123,096   $144,979
                                             ========        ========      ========   ========   ========
</TABLE>

     Except as otherwise set forth in this Offer to Purchase, the information
concerning the Company contained in this Offer to Purchase has been taken from
or based upon publicly available documents and records on file with the SEC and
other public sources and is qualified in its entirety by reference to those
documents and records. None of Parent, Inveresk Canada, Purchaser or the Dealer
Manager take responsibility for the accuracy or completeness of the information
contained in such documents and records, or for any failure by the Company to
disclose events which may have occurred or may affect the significance or
accuracy of any such information but which are unknown to the Parent, Inveresk
Canada, Purchaser or the Dealer Manager.

     Other Financial Information.  During the course of the discussions and
exchange of information between Parent and the Company that led to the execution
of the Merger Agreement, the Company provided Parent and its financial advisors
with certain information about the Company and its financial performance which
is not publicly available. The information provided included, among other
things, the following forecasts of the Company's consolidated net service
revenue and net income (loss), respectively: in 2000, $105,175,000 and
($4,483,000); and in 2001, $118,515,000 and $6,077,000.

     The Company has advised Parent, Inveresk Canada and Purchaser that it does
not as a matter of course make public any projections as to future performance
or earnings, and the aforementioned projections are included in this Offer to
Purchase solely because such information was provided to Parent and its
financial advisors during the course of Parent's evaluation of the Company.
Parent did not rely on such information in its valuation of the Company. The
projections were not prepared with a view to public disclosure or compliance
with the published guidelines of the SEC or the guidelines established by the
American Institute

                                        13
<PAGE>   22

of Certified Public Accountants regarding projections or forecasts. The Company
has advised Parent and Purchaser that (i) its internal operating projections
are, in general, prepared solely for internal use and capital budgeting and
other management decisions and are subjective in many respects and thus
susceptible to various interpretations and periodic revision based on actual
experience and business developments and (ii) the projections were based on a
number of internal assumptions with respect to industry performance, general
business, economic, market and financial conditions and other matters that are
inherently subject to significant economic and competitive uncertainties, all of
which are difficult to predict and some of which are beyond the control of the
Company. Accordingly, there can be no assurance, and no representation or
warranty is or has been made by any of Parent, Inveresk Canada, Purchaser or any
of their representatives that actual results will not vary materially from those
described above. The foregoing information is forward-looking in nature and
inherently subject to significant uncertainties and contingencies, including
industry performance, general business and economic conditions, currency
exchange rates, customer requirements, competition, adverse changes in
applicable laws, regulations or rules governing environmental, tax and
accounting matters and other matters. The inclusion of this information should
not be regarded as an indication that the Company, Parent, Inveresk Canada,
Purchaser or anyone who received this information then considered, or now
considers, it a reliable prediction of future events, and this information
should not be relied on as such. None of Parent, Inveresk Canada or Purchaser
assumes any responsibility for the validity, reasonableness, accuracy or
completeness of the projections described above. None of the Company, Parent,
Inveresk Canada, Purchaser or any of their respective financial advisors or the
Dealer Manager intends to, and each of them disclaims any obligation to, update,
revise or correct such projections if they are or become inaccurate (even in the
short term). The projections have not been adjusted to reflect the effects of
the Offer or the Merger.

     Available Information.  The Company is subject to the informational and
reporting requirements of the Exchange Act and in accordance therewith is
required to file reports and other information with the SEC relating to its
business, financial condition and other matters. Information, as of particular
dates, concerning the Company's directors and officers, their remuneration,
stock options granted to them, the principal holders of the Company's
securities, any material interests of those persons in transactions with the
Company and other matters is required to be disclosed in proxy statements
distributed to the Company's stockholders and filed with the SEC. Those reports,
proxy statements and other information should be available for inspection at the
public reference room at the SEC's offices at 450 Fifth Street, NW., Washington,
D.C., 20549 and also should be available for inspection and copying at the
regional offices of the SEC located at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60611. Copies may be obtained, by mail, upon payment of the
SEC's customary charges, by writing to its principal office at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549 and can be obtained electronically
on the SEC's Website at http://www.sec.gov. The same material also should be
available for inspection at the library of the Nasdaq National Market System,
1735 K Street, N.W., Washington, D.C. 20006.

9. CERTAIN INFORMATION CONCERNING CANDOVER INVESTMENTS PLC, CANDOVER PARTNERS
   LTD., CANDOVER 1997 FUND, PARENT, INVERESK CANADA AND PURCHASER.

     Candover Investments plc ("Candover Investments") is a UK public limited
company with its principal executive offices at 20 Old Bailey, London EC4M 7LN,
England. Candover Investments is an investment trust which is listed on the
London Stock Exchange. Candover Investments is the ultimate holding company of
Candover Partners Ltd., the general partner of the limited partnerships that
make up the Candover 1997 Fund.

     Candover Partners Ltd. ("Candover Partners") is a UK limited company with
its principal executive offices at 20 Old Bailey, London EC4M 7LN, England.
Candover Partners acts as the general partner of three of Candover Investments'
investment funds and is the general partner of the limited partnerships that
make up the Candover 1997 Fund.

     Candover 1997 Fund (the "1997 Fund") is managed by Candover Partners Ltd.,
its general partner. The 1997 Fund, which is made up of a number of limited
partnerships, was established to invest in larger buyouts

                                        14
<PAGE>   23

in the UK and Western Europe. The 1997 Fund owns 71.39% of Parent's ordinary
share capital, a further 8.57% being held by Candover Investments.

     Parent is a corporation organized under the laws of Scotland, with its
principal executive offices at Elphinstone Research Centre, Tranent, East
Lothian, EH33 2NE, Scotland. The telephone number of Parent at such location is
44-1875-614-545. Parent's principal business is providing pre-clinical, clinical
and regulatory affairs services on a global basis to the human and veterinary
pharmaceutical industries.

     Inveresk Canada is a corporation organized under the laws of Canada, formed
in order to enter into the transactions which are the subject of the Merger
Agreement (including the Offer and the Merger). The principal executive offices
of Inveresk Canada are located at c/o Inveresk Research Group Limited,
Elphinstone Research Centre, Tranent, East Lothian, EH33 2NE, Scotland. Inveresk
Canada is a direct wholly owned subsidiary of Parent, does not have any
significant assets or liabilities and has not engaged in activities other than
those incident to its formation and capitalization and the preparation of the
Offer and the Merger.

     Purchaser is a Delaware corporation organized in order to enter into the
transactions which are the subject of the Merger Agreement (including the Offer
and the Merger). The principal executive offices of Purchaser are located at c/o
Inveresk Research Group Limited, Elphinstone Research Centre, Tranent, East
Lothian, EH33 2NE, Scotland. Purchaser is a wholly owned subsidiary of Inveresk
Canada. Purchaser does not have any significant assets or liabilities and has
not engaged in activities other than those incident to its formation and
capitalization, its execution of the Merger Agreement and the preparation of the
Offer and the Merger.

     Other Information Regarding Candover Investments, Candover Partners, the
1997 Fund, Parent, Inveresk Canada and Purchaser.  The name, citizenship,
business address, business telephone number, current principal occupation
(including the name, principal business and address of the organization in which
such occupation is conducted) and material positions held during the past five
years of each of the directors and executive officers of Candover Investments,
Parent, Inveresk Canada and Purchaser are set forth in Schedule A to this Offer
to Purchase.

     Pursuant to the Stockholders Agreement, Parent and Purchaser may be deemed
to beneficially own 3,805,655 Shares constituting approximately 21% of the total
outstanding Shares as of February 22, 2001. See Section 11 of this Offer to
Purchase. Each of Purchaser and Parent disclaims beneficial ownership of such
Shares. Except as set forth in this Offer to Purchase, none of Candover
Investments, Candover Partners, the 1997 Fund, Parent, Inveresk Canada or
Purchaser, or, to the best of their knowledge, any of the persons listed in
Schedule A hereto nor any associate or majority-owned subsidiary of any of the
foregoing, beneficially owns or has a right to acquire any Shares or has engaged
in any transactions in the Shares in the past 60 days. Except as set forth in
this Offer to Purchase, none of Candover Investments, Candover Partners, the
1997 Fund, Parent, Inveresk Canada or Purchaser has purchased any Shares during
the past two years.

     Except as set forth in Section 10 of this Offer to Purchase, there have
been no negotiations, transactions or material contacts between Candover
Investments, Candover Partners, the 1997 Fund, Parent, Inveresk Canada or
Purchaser, or, to the best of their knowledge, any of the persons listed in
Schedule A hereto, on the one hand, and the Company or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, a tender offer or
other acquisition of securities, an election of directors, or a sale or other
transfer of a material amount of assets. Except as described in Section 10 of
this Offer to Purchase, none of Candover Investments, Candover Partners, the
1997 Fund, Parent, Inveresk Canada or Purchaser, or, to the best of their
knowledge, any of the persons listed in Schedule A hereto, has had any
transaction with the Company or any of its executive officers, directors or
affiliates that would require disclosure under the rules and regulations of the
SEC applicable to the Offer.

10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.

     Parent operates in the same industry segment as the Company, and
accordingly Parent and its affiliates have been generally aware of the Company
and its business activities for some time. Various members of

                                        15
<PAGE>   24

Parent's management and its representatives also have, from time to time, had
contact in a business setting with the Company's officers and employees at
industry related conferences and otherwise. Except as set forth below, however,
in the past two years, none of Candover Investments, Candover Partners, the 1997
Fund, Parent, Inveresk Canada or Purchaser entered into any contracts,
agreements or other business dealings with the Company or had any dealings with
the Company relating to a business combination or similar transaction.

     On August 16, 2000, the Company announced that it had retained ING Barings
as its investment banking firm in connection with the review of financial and
strategic alternatives. Following that announcement, and after analyzing the
potential benefits of a combination with the Company, Parent directed
representatives of Bear, Stearns & Co. Inc. ("Bear Stearns") to obtain
additional information and to arrange a meeting with the Company's management.

     On September 8, 2000, representatives of ING Barings spoke by telephone to
representatives of Bear Stearns. Bear Stearns advised ING Barings of the
potential interest of Parent in a business combination with the Company.

     On September 26, 2000, the Company and Parent entered into a
confidentiality agreement on customary terms that would permit Parent to obtain
confidential information in order to evaluate a potential transaction with the
Company. Also on September 26, 2000, in New York City, Paul Ottaviano, Chief
Executive Officer of the Company, and Colin Neill, Senior Vice President and
Chief Financial Officer of the Company, along with representatives of ING
Barings, met with Dr. Walter Nimmo, Chief Executive Officer of Parent, Alastair
McEwan, Head of Corporate Development of Parent, and representatives of Bear
Stearns to discuss the operations and financial performance of the Company, the
potential strategic advantages of combining the operations of the Company and
Parent, the complementary nature of their respective businesses and the other
potential advantages of a business combination.

     In late September and early October 2000, various members of senior
management of Parent and the Company had a series of telephone calls to further
discuss the operations of the Company and the merits of a business combination
of the Company and Parent. On October 9, 2000, Bear Stearns confirmed to ING
Barings by telephone that Parent was interested in pursuing a potential
strategic transaction with the Company and wished to conduct further due
diligence on the Company's operations. Bear Stearns indicated that Parent would
be willing to purchase all of the outstanding Shares of the Company for between
$5.25 and $5.50 per Share in cash, subject to the Company agreeing to a period
of exclusivity during which it would deal only with Parent while Parent
completed its due diligence review of the Company and obtained the necessary
financing commitments to enable Parent to consummate a transaction. Following
consultation with the Company's Board, ING Barings informed Bear Stearns that
its indicated price range was insufficient to grant exclusivity to Parent.

     On October 23 and 24, 2000, Mr. McEwan and representatives of Bear Stearns
visited the Company's facilities in Montreal, Canada and Research Triangle,
North Carolina. On November 1, 2000, Mr. McEwan and representatives of Parent's
financial advisor visited the Company's facilities in Maidenhead, England.

     On November 3, 2000, certain members of Parent's management met with the
Board of Directors of Parent (the "Parent Board") to discuss the merits of a
possible acquisition of the Company. After discussing a presentation made by
Parent's management, the Parent Board authorized its management team to proceed
with negotiations for an acquisition of or other business combination with the
Company.

     During the period from November 15, 2000 through November 22, 2000,
representatives of Parent and Bear Stearns had various discussions with
representatives of the Company and ING Barings. During this same period, Parent
indicated that it was willing to pursue a business combination in which the
Company's stockholders would receive $5.50 per Share. The Company's
representatives told Parent that $5.50 per Share was inadequate. The Company's
Board continued negotiations with Parent from November 22, 2000 through November
27, 2000. On November 22, 2000, Parent delivered a letter to the Company
indicating Parent's interest in pursuing a possible business combination with
the Company in which the Parent would pay $6.00 per Share, subject to the
Company agreeing to a period during which it would deal exclusively with Parent
while Parent completed its due diligence review of the Company and its business
operations and developed a

                                        16
<PAGE>   25

definitive proposal for a business combination. In subsequent discussions,
Parent told the Company that Parent was not willing to dedicate the requisite
resources to this process unless the Company would negotiate with it on the
exclusive basis it had proposed. Prior to November 27, Parent delivered a
non-binding letter from its senior financing sources and had its principal
equity investor contact ING Barings, both indicating support for the proposed
transaction. On November 28, 2000, Parent and the Company entered into a letter
agreement that provided for a period of exclusive dealing as requested by
Parent, subject to a right on the part of the Company to terminate the exclusive
dealing arrangement if, after receipt of an unsolicited competing proposal, the
Company's Board of Directors determined that its fiduciary obligations required
it to do so. The agreement provided that if the Company's Board exercised this
"fiduciary out," or in certain other instances refused to complete the
transactions, the Company would reimburse Parent's expenses, up to a maximum of
$1.0 million. The letter agreement provided that the exclusivity period would
expire on January 15, 2001.

     Between November 29, 2000 and February 21, 2001, Parent and its legal
counsel, financial advisors and accountants continued their due diligence
activities with respect to the Company, and representatives of Parent and Bear
Stearns held various meetings and discussions with representatives of the
Company and ING Barings regarding the status of the proposed transaction.

     On December 29, 2000, Clifford Chance Rogers & Wells LLP, Parent's legal
counsel, circulated an initial draft of the Merger Agreement to the Company and
the Company's legal and financial advisors. On January 6, 2001, representatives
of ING Barings informed representatives of Bear Stearns that the draft Merger
Agreement delivered on December 29, 2000 was preliminary, because, among other
things, the terms of the agreement were subject to the completion of due
diligence and the amount of the proposed termination payment and expense
reimbursement were not included, and should not be used by the Company and
Parent as a basis for negotiation at that time.

     On January 17, 2001, the Company's Board agreed to amend the November 28,
2000 letter agreement to provide that the exclusivity period provided for in the
November 28, 2000 letter agreement (which had expired on January 15, 2001) would
be reinstated and extended until February 5, 2001 in exchange for which the $1.0
million penalty to the Company for not agreeing to complete a transaction under
the terms proposed in the November 28, 2000 letter was eliminated. On January
24, 2001, Parent's legal counsel circulated a new draft of the Merger Agreement.

     On January 27, 2001, Parent was told that the Company's Board had requested
an increase in the price per Share proposed to be paid in the transaction or a
change in the nature of the transaction and had expressed concern about the
amount of time being taken in the negotiation process. On January 27 and January
28, 2001, ING Barings and Bear Stearns discussed the points raised by the
Company's Board. On January 29, 2001, representatives of ING Barings reported to
the Company's Board that Parent had rejected the proposal and that Parent had
requested a face-to-face meeting with the Company.

     On February 1, 2001, representatives of Parent and Parent's financial
advisor met in person with members of the Board of Directors of the Company and
representatives of the Company's financial advisor in Nashville, Tennessee to
discuss the Company's request for a price increase and other issues relating to
the proposed transaction. At the conclusion of the meeting, Parent and the
Company agreed to work toward rapid negotiation of a definitive agreement for a
transaction at $6.00 per Share without further extending the exclusivity period
beyond its scheduled expiration on February 5, 2001. On February 5, 2001, the
extended exclusivity period expired. Subsequently, members of the Company's and
Parent's respective management teams and their respective legal and financial
advisors held telephone conversations and exchanged electronic mail to discuss
the principal terms of the proposed transaction. The principal issues discussed
among the parties during these discussions included the nature and extent of the
parties' representations and warranties, the conditions to the Offer, Parent's
right to extend the Offer, the Company's right to solicit alternative
acquisition proposals, Parent's right to match any competing proposals to
purchase the Company, the commitment of certain of the Company's stockholders to
sell their shares to Parent, the parties' respective rights to terminate the
Merger Agreement, the amount of the termination payment that would be required
of the Company and the circumstances under which the termination payment would
become payable. Concerned about the slow progress of the transaction,
representatives of the Company repeatedly pressed Parent from

                                        17
<PAGE>   26

February 12, 2001 to February 20, 2001 to complete the negotiation process and
threatened to terminate negotiations if rapid progress was not achieved.

     On February 21, 2001, certain members of the Company's Board reviewed the
principal terms of the proposed transaction as then provided in the draft Merger
Agreement. Also, on February 21, 2001, certain members of Parent's management
met with the Parent Board to present the findings of their due diligence
inquiries regarding the possible acquisition of the Company and to seek Parent's
Board's approval to acquire all of the outstanding Shares. After considering the
issues presented by its management, the Parent Board authorized management of
Parent to proceed with the acquisition on substantially the terms negotiated.

     On February 22, 2001, the Company's Board held a special meeting to review
the status of final negotiations with Parent. At the meeting, the Company's
legal counsel and financial advisors updated the Company's Board on the changes
negotiated to the definitive Merger Agreement since the previous day's special
meeting of the Company's Board. Also at this meeting, ING Barings rendered to
the Company's Board its oral opinion (confirmed by delivery of a written opinion
dated February 22, 2001) to the effect that, as of February 22, 2001 and based
on and subject to the assumptions, conditions and limitations stated in its
opinion, the $6.00 per Share cash consideration to be received in the Offer and
the Merger by the holders of Shares was fair, from a financial point of view, to
such holders. Parent was advised that after full discussion of the matters
considered by the Company's Board at that meeting, the Company's Board
unanimously approved the proposed transaction and the Merger Agreement, declared
the Merger Agreement advisable, authorized the executive officers of the Company
to negotiate on behalf of the Company any changes necessary to finalize the
Merger Agreement and the related ancillary documents and determined to recommend
to the Company's stockholders that they accept the Offer, tender their Shares in
the Offer and, if required under the DGCL or the Company's Certificate of
Incorporation or Bylaws, vote to adopt the Merger Agreement.

     On the evening of February 22, 2001, the Company, Parent and Purchaser
executed the Merger Agreement. The Company issued a press release announcing the
transaction before the opening of trading on the Nasdaq National Market on
February 23, 2001.

     On March 5, 2001, Purchaser commenced the Offer.

11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; THE MERGER; THE MERGER
    AGREEMENT; THE STOCKHOLDERS AGREEMENT.

     Purpose.  The purpose of the Offer and the Merger is to enable Parent to
acquire control of, and the entire equity interest in, the Company. Parent's
control will be exercised through its wholly owned subsidiary, Inveresk Canada.
The Offer is being made pursuant to the Merger Agreement and is intended to
increase the likelihood that the Merger will be effected. The purpose of the
Merger is to acquire all of the outstanding Shares not purchased pursuant to the
Offer. The Company will, as of the effective time of the Merger, become a direct
wholly owned subsidiary of Inveresk Canada and an indirect wholly owned
subsidiary of Parent.

     Plans for the Company.  Except as disclosed in this Offer to Purchase, none
of Candover Investments, Candover Partners, the 1997 Fund, Parent, Inveresk
Canada or Purchaser has any present plans or proposals that would result in an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets, involving the
Company or any of its subsidiaries, or any material changes in the Company's
capitalization, corporate structure, business or composition of its management
or the Company's Board of Directors. Parent will continue to evaluate and review
the Company and its business, assets, corporate structure, capitalization,
operations, properties, policies, management and personnel with a view towards
determining how optimally to realize any potential benefits which arise from the
rationalization of the operations of the Company with those of other business
units and subsidiaries of Parent. Such evaluation and review is ongoing and is
not expected to be completed until after the consummation of the Offer and the
Merger. If, as and to the extent that Parent acquires control of the Company,
Parent will complete its evaluation and review of the Company and will determine
what, if any, changes would be desirable in light of the circumstances and the
strategic business environment which then exist. Such changes could include,
among other things, restructuring the Company through changes in the Company's
business, corporate structure, Certificate of Incorporation, Bylaws,
capitalization or management, consolidating and
                                        18
<PAGE>   27

streamlining certain operations and reorganizing other businesses and
operations, or seeking to expand some or all of the Company's business
operations, through acquisitions or otherwise.

     Effective upon the acceptance for payment of and payment for Shares by
Purchaser or any of its affiliates pursuant to the Offer, by the terms of the
Merger Agreement, Parent will be entitled to designate such number of directors
of the Company's Board of Directors as determined by Parent, rounded up to the
next whole number, for election or appointment to the Board of Directors of the
Company as will give Parent, subject to compliance with Section 14(f) of the
Exchange Act, representation on the Board of Directors of the Company equal to
the product of (i) the total number of directors on the Board of Directors of
the Company and (ii) the percentage that the number of Shares beneficially owned
by Purchaser and Parent (including Shares so accepted for payment and purchased)
bears to the number of Shares then outstanding. In furtherance thereof, the
Company has agreed in the Merger Agreement that concurrently with the acceptance
for payment of the tendered Shares, the Company will, upon request of Parent or
Purchaser and in compliance with Section 14(f) of the Exchange Act and Rule
l4f-l promulgated thereunder, promptly take all action necessary to cause the
persons designated by Parent and Purchaser to be elected or appointed to the
Company's Board of Directors, and to the extent necessary will seek and accept
resignations of incumbent directors.

     Purchaser or an affiliate of Purchaser may, following the consummation or
termination of the Offer, seek to acquire additional Shares through open market
purchases, privately negotiated transactions, a tender offer or exchange offer
or otherwise, upon such terms and at such prices as it shall determine, which
may be more or less than the price paid in the Offer. Because the Company's
Board of Directors has approved the Merger Agreement and the transactions
contemplated by the Merger Agreement, including Purchaser's acquisition of the
Shares, Section 203 of the DGCL is inapplicable.

                              THE MERGER AGREEMENT

     The following is a summary of certain provisions of the Merger Agreement.
This summary is not a complete description of the terms and conditions of the
Merger Agreement and is qualified in its entirety by reference to the full text
of the Merger Agreement which is filed with the SEC as an exhibit to the Tender
Offer Statement on Schedule TO filed by Parent, Inveresk Canada and Purchaser
(the "Schedule TO") and is incorporated in this Offer to Purchase by reference.
Capitalized terms not otherwise defined below shall have the meanings set forth
in the Merger Agreement. The Schedule TO and its exhibits, which include a copy
of the Merger Agreement, may be examined, and copies obtained, as set forth in
Section 8 of this Offer to Purchase.

     The Offer.  The Merger Agreement provides that Parent will cause Purchaser
to commence the Offer and that upon the terms and subject to prior satisfaction
or waiver (to the extent permitted to be waived) of the conditions of the Offer,
promptly after expiration of the Offer, Parent will cause Purchaser to accept
for payment, and to pay for, all Shares validly tendered and not withdrawn
pursuant to the Offer that Purchaser is permitted to accept and pay for under
applicable law. The Merger Agreement provides that Purchaser has the right to
modify and make certain changes to the terms and conditions of the Offer as
described above in Section 1 of this Offer to Purchase.

     If Purchaser acquires 90% or more of the outstanding Shares pursuant to the
Offer, it will have the votes necessary under Delaware law to approve the Merger
without a meeting of the Company's stockholders. Under the DGCL, if Purchaser
owns at least 90% of the outstanding Shares, the Merger may be effected without
the vote of, or notice to, the Company's stockholders. Therefore, if at least
approximately 16,562,568 Shares (based on the number of shares outstanding as of
the close of business on February 28, 2001, according to information furnished
to Purchaser by the Company), or such greater number as may be necessary if
options are exercised, are acquired pursuant to the Offer or otherwise,
Purchaser will be able to and intends to effect the Merger without a meeting of
holders of the Shares. The Merger Agreement provides that, as soon as
practicable after the expiration of the Offer, the receipt of any required
approval by the Company's stockholders of the Merger Agreement and the
satisfaction or waiver of certain other conditions, Purchaser will be merged
into the Company. At the Effective Time, each then outstanding Share not owned
by Parent or any subsidiary of Parent or held in treasury by the Company or any
subsidiary of the Company (other than Shares held by stockholders of the Company
who properly exercise dissenters' rights under the applicable
                                        19
<PAGE>   28

provisions of the DGCL) will be converted into the right to receive $6.00 in
cash or any higher price which may be paid for the Shares pursuant to the Offer,
without interest (the "Merger Consideration").

     Vote Required to Approve Merger.  The DGCL requires that the adoption of
any plan of merger or consolidation of the Company must be approved by the
holders of a majority of the Company's outstanding Shares if the "short form"
merger procedure described above is not available. In such case, under the DGCL,
the affirmative vote of holders of a majority of the outstanding Shares
(including any Shares owned by Purchaser) is required to approve the Merger and
to adopt the Merger Agreement. If Purchaser acquires, through the Offer or
otherwise, voting power with respect to at least a majority of the outstanding
Shares (which will be the case if the Minimum Condition is satisfied and
Purchaser accepts for payment, and pays for, Shares tendered pursuant to the
Offer), it will have sufficient voting power to effect the Merger without the
vote of any other stockholder of the Company.

     Conditions to the Merger.  The respective obligations of each party to
effect the Merger are subject to the satisfaction or waiver, where permissible,
at or prior to the Effective Time, of each of the following conditions:

     - if required by the DGCL, the Merger Agreement shall have been duly
       adopted by the requisite affirmative vote of the stockholders of the
       Company in accordance with applicable law and the Certificate of
       Incorporation and Bylaws of the Company;

     - no statute, rule, regulation, executive order, decree, ruling, judgment,
       decision, order or injunction shall have been enacted, entered,
       promulgated, issued or enforced by any court or other Governmental
       Authority which is in effect and has the effect of prohibiting,
       restraining or enjoining the consummation of the Merger; and

     - Purchaser shall have accepted for payment and paid for all Shares duly
       tendered and not subsequently withdrawn pursuant to the Offer.

     Termination of the Merger Agreement.  The Merger Agreement may be
terminated at any time before the Effective Time, whether before or after
approval of the Merger Agreement and the Merger by the stockholders of the
Company (if required by applicable law):

     - by mutual written consent, duly authorized by the Boards of Directors of
       Parent and the Company;

     - by either the Company or Parent if:

        - any statute, rule, regulation, executive order, decree, ruling,
          judgment, decision, order or injunction of or by any court or other
          Governmental Authority of competent jurisdiction which makes the
          consummation of the Merger illegal shall be in effect and shall have
          become final and nonappealable;

        - the Offer (as extended and re-extended) shall have expired without the
          acceptance for payment of Shares; or

        - the purchase of the Shares pursuant to the Offer (as extended and
          re-extended) shall not have occurred on or prior to the close of
          business on May 23, 2001 (the "Outside Date"); unless, in the case of
          any of the clauses relating to this termination right (as described in
          this and the two preceding bullet points), such event has been caused
          by a breach of the Merger Agreement by the party seeking such
          termination;

     - by Parent (the "Parent Competing Offer Termination Right") if, before the
       purchase of Shares pursuant to the Offer, the Board of Directors of the
       Company or any committee thereof shall:

        - have recommended an Acquisition Proposal (as defined under
          "Acquisition Proposal" below) or failed to publicly announce its
          recommendation against an Acquisition Proposal within five business
          days after the first public announcement of the Acquisition Proposal
          or in any announcement or filing made with respect to an Acquisition
          Proposal pursuant to Rule 14d-9 or Rule 14e-2 under the Exchange Act;

                                        20
<PAGE>   29

        - have withdrawn, modified or amended its approval or recommendation of
          the Offer, the Merger Agreement or the Merger or failed to reaffirm
          its approval or recommendation of the Offer or the Merger or the
          adoption of the Merger Agreement promptly upon Parent's reasonable
          request;

        - have executed an agreement in principle or definitive agreement
          relating to an Acquisition Proposal or similar business combination
          with a third party; or

        - have resolved to do any of the foregoing;

     - by Parent (the "Parent Breach Termination Right") if, before the purchase
       of Shares pursuant to the Offer:

        - any of the Company's representations and warranties contained in the
          Merger Agreement shall be inaccurate as of the date of the Merger
          Agreement, or shall have become inaccurate as of a date subsequent to
          the date of the Merger Agreement (as if made on such subsequent date)
          such that the condition set forth in clause (c)(i) of Annex A to the
          Merger Agreement would not be satisfied; or

        - any of the Company's covenants contained in the Merger Agreement shall
          have been breached such that the condition set forth in clause (c)(ii)
          of Annex A to the Merger Agreement would not be satisfied if, in the
          case of this or the preceding clause (as described in this and the
          preceding bullet point), the Company shall have failed to cure such
          breach within ten business days after written notice of the breach;
          provided, however, that if an inaccuracy in the Company's
          representations and warranties or a breach of a covenant by the
          Company is not curable by the Company prior to the Outside Date no
          such notice or opportunity to cure shall be required; or

     - by the Company prior to the acceptance for purchase of Shares pursuant to
       the Offer if:

        - there shall have been a breach in any material respect of any
          representation or warranty in the Merger Agreement of Parent or
          Purchaser;

        - Parent or Purchaser shall have materially breached any covenant or
          agreement contained in the Merger Agreement, which breach, in the case
          of this or the preceding clause (as described in this and the
          preceding bullet point), shall not have been cured prior to ten
          business days following notice of such breach to Parent and Purchaser
          by the Company; or

        - the Board of Directors of the Company or any committee thereof shall,
          subject to the terms of the Merger Agreement, (i) have recommended a
          Superior Proposal (as defined under "Acquisition Proposal" below); or
          (ii) have authorized or permitted the execution of an agreement in
          principle or definitive agreement relating to a Superior Proposal or
          similar business combination with a third party (the "Company
          Competing Offer Termination Right").

     Effect of Termination.  In the event of termination of the Merger Agreement
by either Parent or the Company pursuant to any of the provisions described in
the immediately preceding section, the Merger Agreement will become void and
there will be no liability or further obligation on the part of the Company,
Parent, Purchaser or their respective officers or directors, except for
obligations enumerated below under "Fees and Expenses" and provisions of the
Merger Agreement with respect to confidentiality of non-public data regarding
the Company and the allocation of liability for payment of expenses and fees,
all of which would survive any termination of the Merger Agreement.

     Fees and Expenses.  The Company will be required to pay Parent a
termination payment of $4,000,000 if the Merger Agreement is terminated:

     - by Parent pursuant to its Parent Competing Offer Termination Right;

     - by the Company pursuant to its Company Competing Offer Termination Right;

     - by Parent as a result of exercising its right under the second clause of
       its Parent Breach Termination Right due to a breach by the Company of its
       obligations under the Merger Agreement (x) not to withdraw or modify in
       any manner adverse to Parent its recommendation of the Offer, the Merger
       and
                                        21
<PAGE>   30

       the Merger Agreement to the Company's stockholders and to use its best
       efforts to solicit the acceptance of the Offer and, if required, the
       approval of the Company's stockholders or (y) with respect to Acquisition
       Proposals (as described below);

     - by Parent, Purchaser or the Company for any reason, other than the breach
       of the Merger Agreement by Parent or Purchaser and other than by mutual
       consent, if in addition:

        - at the time of such termination there was pending an Acquisition
          Proposal from one or more third parties; and

        - within one year after the termination of the Merger Agreement, either
          (A) a transaction is consummated with any such third party or any
          affiliate of such third party that results in the stockholders of the
          Company immediately prior to the consummation of such transaction
          owning less than 80% of the total voting power of the Company
          immediately after the consummation of the transaction or in the sale
          of assets representing 50% or more of the consolidated assets or
          revenues of the Company and its subsidiaries or (B) the Company enters
          into a definitive agreement for such a transaction.

     In addition, the Company will be required to pay Parent an amount (not to
exceed $1,000,000 in the aggregate) equal to all out-of-pocket expenses and fees
payable by Parent, Purchaser or any of their affiliates to (i) all banks,
investment banking firms and other financial institutions for providing
financial advice with respect to, or arranging or committing to provide or
providing any financing for, the acquisition of all outstanding Shares in the
Offer and the Merger, and (ii) all lawyers, accountants and other professionals
in respect of services performed in connection with the transactions
contemplated by the Merger Agreement, if the Merger Agreement is terminated by
the Company pursuant to its Company Competing Offer Termination Right or by
Parent:

     - because the purchase of the Shares pursuant to the Offer (as extended and
       re-extended) shall not have occurred on or prior to the close of business
       on the Outside Date;

     - pursuant to its Parent Competing Offer Termination Right.

     - pursuant to its Parent Breach Termination Right.

     Parent will be required to pay the Company an amount (not to exceed
$1,000,000 in the aggregate) equal to all out-of-pocket expenses and fees
payable by the Company to its financial advisor and to all lawyers, accountants
and other professionals in respect of services performed in connection with the
transactions contemplated by the Merger Agreement, if the Merger Agreement is
terminated by the Company:

     - because Parent or Purchaser has materially breached any representation or
       warranty of Parent or Purchaser in the Merger Agreement; or

     - because Parent or Purchaser has materially breached any covenant or
       agreement contained in the Merger Agreement, which breach, in the case of
       this or the preceding clause has not been cured prior to ten business
       days following notice of such breach to Parent and Purchaser by the
       Company.

     Acquisition Proposals.  The Company has agreed that none of the officers or
directors of the Company or any of the Company's Subsidiaries shall, and that it
shall direct and use its reasonable best efforts to cause the Company's and the
Company's subsidiaries' employees, agents and representatives (including any
investment banker, attorney or accountant retained by it or any of the Company's
subsidiaries) not to, directly or indirectly:

     - initiate, solicit, knowingly encourage or facilitate (including by way of
       furnishing information) any inquiries or the making of any proposal or
       offer (including without limitation an offer to stockholders of the
       Company) for a transaction to effect, a merger, reorganization, share
       exchange, consolidation, business combination, recapitalization,
       liquidation, dissolution or similar transaction involving the Company or
       any of the Company's subsidiaries (or a material portion of the stock or
       assets of any of them) or any purchase or sale of any material assets
       (including without limitation stock of the Company's subsidiaries) of the
       Company and the Company's subsidiaries, taken as a whole, or any
                                        22
<PAGE>   31

       purchase or sale of, or tender or exchange offer for, the equity
       securities of the Company (or of the surviving parent entity in such
       transaction) or any of the Company's subsidiaries (any such proposal,
       offer or transaction, other than a proposal or offer made by Parent or an
       affiliate thereof, being referred to as an "Acquisition Proposal");

     - have any discussion with or provide any confidential information or data
       to any person relating to an Acquisition Proposal, or knowingly
       facilitate any effort or attempt to make or implement an Acquisition
       Proposal;

     - approve or recommend, or propose publicly to approve or recommend, any
       Acquisition Proposal; or

     - approve or recommend, or propose to approve or recommend, or execute or
       enter into, any letter of intent, agreement in principle, merger
       agreement, acquisition agreement, option agreement or other similar
       agreement or agree to do any of the foregoing related to any Acquisition
       Proposal.

     Notwithstanding the foregoing restrictions, the Company or its Board of
Directors is permitted at any time prior to the time of the stockholders'
meeting to adopt the Merger Agreement:

     - to the extent applicable, to comply with Rule l4d-9 and Rule 14e-2
       promulgated under the Exchange Act with regard to an Acquisition
       Proposal;

     - to withdraw or change the recommendation of the Company's Board of
       Directors in respect of the Offer, the Merger or the Merger Agreement or
       to approve or recommend or to propose publicly to approve or recommend
       any Acquisition Proposal;

     - to engage in any discussions or negotiations with, or provide any
       information to, any person in response to an unsolicited bona fide
       written Acquisition Proposal by any such person; or

     - to enter into any agreement in principle or a definitive agreement, with
       respect to a Superior Proposal (as defined below), if and only to the
       extent that, in any such case referred to in this or the preceding two
       clauses (as described in the two preceding bullet points):

     - (x) in the case of the second clause above, it has received an
       unsolicited bona fide written Acquisition Proposal from a third party and
       the Company's Board of Directors concludes in good faith that such
       Acquisition Proposal constitutes a Superior Proposal (after taking into
       account any concessions that may be offered by Parent pursuant to the
       Merger Agreement) and (y) in the case of the third clause above, the
       Company's Board of Directors concludes in good faith that such
       Acquisition Proposal reasonably could be expected (without any change in
       the amount or type of consideration offered) to constitute a Superior
       Proposal,

     - in the case of the second, third and fourth clauses above, the Board of
       Directors, following receipt of advice of outside counsel, determines in
       good faith that taking such action is necessary in order for the Board of
       Directors to comply with its fiduciary duties under applicable law,

     - prior to the Company's Board of Directors taking or authorizing any
       action described in the second or fourth clauses above, Parent shall have
       been afforded the right for at least five business days to amend the
       terms of the Offer in response to such Acquisition Proposal,

     - prior to providing any information or data to any person, the Company's
       Board of Directors receives from such person an executed confidentiality
       agreement having provisions that are customary in such agreements, as
       advised by counsel, and no less restrictive of such person than the
       confidentiality agreement entered into between Parent and the Company,
       and

     - prior to providing any information or data to any person or entering into
       discussions or negotiations with any person, the Company notifies Parent
       promptly of such inquiries, proposals or offers received by, any such
       information requested from, or any such discussions or negotiations
       sought to be initiated or continued with, any of its representatives
       indicating, in connection with such notice, the name of such person and
       the material terms and conditions of any inquiries, proposals or offers.

                                        23
<PAGE>   32

     For purposes of the Merger Agreement, the term "Superior Proposal" means a
bona fide written proposal made by a person other than Parent or an affiliate of
Parent which the Company's Board of Directors concludes in good faith (following
receipt of the advice of its financial advisors and after consultation with
outside legal counsel), taking into account, among other things, all legal,
financial, regulatory and other aspects of the proposal and the person making
the proposal, (i) would, if consummated, result in a transaction that is more
favorable to the Company's stockholders (in their capacities as stockholders),
from a financial point of view, than the transactions contemplated by the Merger
Agreement, (ii) is fully financed or is reasonably capable of being fully
financed, and (iii) is probable of completion.

     The Company also agreed that it will, and will cause its officers,
directors and representatives to, immediately cease and cause to be terminated
any activities, discussions or negotiations existing as of the date of the
Merger Agreement with any parties conducted prior to the date of the Merger
Agreement with respect to any Acquisition Proposal. In addition, the Company
shall promptly request each person that has executed a confidentiality agreement
in connection with its consideration of a possible Acquisition Proposal to
return (or, if required under the provisions of the confidentiality agreement,
destroy) all confidential information previously furnished to such person. The
Company agreed to promptly inform its directors, officers, key employees, agents
and representatives of its obligations with respect to Acquisition Proposals and
agreed that it will not submit to the vote of its stockholders any Acquisition
Proposal other than the Merger.

     In the Merger Agreement, the Company agreed to (i) notify Parent promptly
(and in any event within 24 hours) after receipt of any Acquisition Proposal (or
any indication that any person is considering making an Acquisition Proposal) or
any request for non-public information relating to the Company or any of its
subsidiaries or for access to the properties, books or records of the Company or
any of its subsidiaries by any person that may be considering making, or has
made, an Acquisition Proposal, (ii) notify Parent promptly of any material
change to any such Acquisition Proposal, indication or request and (iii) upon
reasonable request by Parent, provide Parent with all material information about
any such Acquisition Proposal, indication or request.

     Covenants and Representations and Warranties.  The Merger Agreement
contains certain other restrictions as to the conduct of business by the Company
pending the Merger, including covenants restricting the Company's ability to
take actions which would change or affect the capital structure of the Company,
as well as representations and warranties of each of the parties customary in
transactions of this kind.

     Amendment of the Merger Agreement.  The Merger Agreement may not be amended
except by action taken by the parties' respective Boards of Directors or duly
authorized committees thereof and then only by an instrument in writing signed
on behalf of each of the parties to the Merger Agreement and in compliance with
applicable law and the Merger Agreement. Subject to the terms of the Merger
Agreement and applicable law, such amendment may take place at any time prior to
the closing date by the Merger and whether before or after the approval of the
Company's stockholders is obtained; provided, however, that after the Company
stockholders' approval is obtained, no amendment may be made which would reduce
the amount or change the kind of consideration to be received by the holders of
Shares upon consummation of the Merger or alter or change any of the terms and
conditions of the Merger Agreement if such alteration or change would adversely
affect the holders of any class or series of securities of the Company.

     Treatment of Options and Restricted Shares.  The Merger Agreement provides
that, as of the Effective Time, each outstanding option to purchase Shares
granted under any stock option agreement, compensation plan or arrangement of
the Company (each, an "Option") will automatically be cancelled, whether or not
then vested or exercisable, and the holder of such Option will thereafter be
entitled to receive an amount in cash equal to the product obtained by
multiplying (1) the difference between the Common Stock Price and the per share
exercise price of such Option, by (2) the number of Shares covered by such
Option. The Surviving Corporation will deliver such payment to the holder of
such Option at the Effective Time.

     Pursuant to the conversion of Options, based upon the Options outstanding
at February 22, 2001 and a $6.00 Common Stock Price, a total of approximately
$3.6 million would be paid to optionees (net of the respective exercise prices),
including approximately $780,000 to executive officers and approximately
$197,000 to non-employee directors of the Company.

                                        24
<PAGE>   33

     Indemnification of Officers and Directors.  Parent agreed in the Merger
Agreement that all rights to indemnification existing on the date of the Merger
Agreement in favor of any current or former director or officer of the Company
as provided in the Company's Certificate of Incorporation or Bylaws or in a
written agreement between any such person and the Company in effect on February
22, 2001 shall survive the Merger and shall continue in full force and effect
until the expiration of all applicable statutes of limitation. Parent also
agreed in the Merger Agreement to (or to cause the Surviving Corporation to)
indemnify all current and former directors and officers of the Company to the
fullest extent the Company would be permitted by Delaware law to indemnify them
with respect to all acts and omissions arising out of such individuals' service
as officers or directors of the Company or any of its subsidiaries or as
trustees, fiduciaries or administrators of any plan for the benefit of employees
occurring prior to the Effective Time. Without limitation of the foregoing, in
the event any such person is or becomes involved in any capacity in any action,
proceeding or investigation in connection with any matter, including, without
limitation, the transactions contemplated by the Merger Agreement, occurring
prior to, and including, the Effective Time, Parent agreed in the Merger
Agreement to (or to cause the Surviving Corporation to) pay such person's
reasonable legal and other expenses of counsel selected by such person and
reasonably acceptable to Parent (including the cost of any investigation,
preparation and settlement) incurred in connection therewith promptly after
statements therefor are received by Parent; provided, however, that neither
Parent nor the Surviving Corporation shall, in connection with any one such
action or proceeding or separate but substantially similar actions or
proceedings arising out of the same general allegations, be liable for
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all indemnified persons. Parent
is entitled to participate in the defense of any such action or proceeding, and
counsel selected by the indemnified person shall, to the extent consistent with
their professional responsibilities, cooperate with Parent and any counsel
designated by Parent. Parent has agreed in the Merger Agreement to pay all
reasonable fees and expenses, including attorneys' fees, that may be incurred by
any indemnified person in enforcing the indemnity and other obligations provided
for in the Merger Agreement.

     In addition, Parent agreed in the Merger Agreement that the Company shall
maintain and, from and after the Effective Time, the Surviving Corporation shall
cause to be maintained, in effect for not less than six years from the Effective
Time the current policies of directors' and officers' liability insurance
maintained by the Company by purchasing a policy providing "tail" coverage for a
period of not less than six years from the Effective Time; provided, however,
that the Surviving Corporation will not be required to pay an amount in excess
of $400,000 for such policy providing such "tail" coverage; and if the Surviving
Corporation is unable to obtain the insurance required by the Merger Agreement,
it shall obtain as much comparable insurance as possible for an annual premium
equal to such maximum amount.

     Treatment of Employee Benefits.  For not less than 90 days from the
Effective Time, Parent shall provide, and cause the Surviving Corporation to
provide, employee benefits under employee benefit plans to the employees and
former employees of the Company and its subsidiaries that are in the aggregate
no less favorable than those provided to such persons pursuant to company plans
on the date of the Merger Agreement (excluding equity and equity-based
compensation); provided, however, that the provisions of the Merger Agreement
will not prohibit Parent or the Surviving Corporation from requiring normal and
customary employee contributions with respect to medical and other similar
employee benefit plans. Nothing in the Merger Agreement shall prohibit any
changes to any company plan that are (i) required by law (including, without
limitation, any applicable qualification requirements of Section 401(a) of the
Code); (ii) necessary as a technical matter to reflect the transactions
contemplated hereby; or (iii) required for the Surviving Corporation to provide
for or permit investment in its securities or Parent's securities. Furthermore,
nothing in the Merger Agreement shall require Parent to continue any particular
company plan or prevent the amendment or termination thereof (subject to the
maintenance, in the aggregate, of the benefits as provided in the Merger
Agreement and to the obligation to provide benefits as provided in the Merger
Agreement).

     Composition of the Board of Directors.  Effective upon the acceptance for
payment of and payment for Shares by Purchaser or any of its affiliates pursuant
to the Offer, Parent shall be entitled to designate such number of directors of
the Board of Directors of the Company as determined by Parent, rounded up to the
next whole number, for election or appointment to the Board of Directors of the
Company as will give Parent, subject to compliance with Section 14(f) of the
Exchange Act, representation on the Board of Directors of the

                                        25
<PAGE>   34

Company equal to the product of (i) the total number of directors on the Board
of Directors of the Company and (ii) the percentage that the number of Shares
beneficially owned by Purchaser and Parent (including Shares so accepted for
payment and purchased) bears to the number of Shares then outstanding.
Concurrently with such acceptance for payment and payment for such Shares the
Company shall, upon request of Parent or Purchaser and in compliance with
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder,
promptly take all action necessary to cause such designees of Parent and
Purchaser to be so elected or appointed to the Company's Board of Directors,
including seeking and accepting resignations of incumbent directors, and,
subject to applicable law, the Company shall cause such designees of Parent and
Purchaser to be so elected or appointed. At such time, the Company shall, if
requested by Parent or Purchaser and subject to applicable law, cause persons
designated by Parent and Purchaser to constitute at least the same percentage
(rounded up to the next whole number) as is on the Company's Board of Directors
of (i) each committee of the Company's Board of Directors; (ii) each board of
directors (or similar body) of each subsidiary of the Company; and (iii) each
committee (or similar body) of each such board.

     From and after the Effective Time, the directors of the Surviving
Corporation shall be those individuals appointed by Parent in its capacity as
sole stockholder of the Surviving Corporation and such directors shall serve in
accordance with the Certificate of Incorporation and Bylaws of the Surviving
Corporation until their respective successors are duly elected or appointed and
qualified or until their earlier death, resignation or removal.

                                        26
<PAGE>   35

                           THE STOCKHOLDERS AGREEMENT

     The following is a summary of certain provisions of the Stockholders
Agreement. This summary is not a complete description of the terms and
conditions of the Stockholders Agreement and is qualified in its entirety by
reference to the full text of the Stockholders Agreement which is filed with the
SEC as an exhibit to the Schedule TO and is incorporated in this Offer to
Purchase by reference. The Schedule TO and its exhibits, which include a copy of
the Stockholders Agreement, may be examined, and copies obtained, as set forth
in Section 8 of this Offer to Purchase:

     Tender Offer.  The Stockholders Agreement provides that with respect to the
Offer, promptly, and in no event later than the fifth business day following the
commencement of the Offer, each stockholder of the Company who is a party
thereto (each, a "Stockholder" and collectively, the "Stockholders") shall
tender to the Depositary all Shares owned by such Stockholder and all other
Shares acquired by such Stockholder after the date of the Stockholder Agreement
and shall not withdraw any Shares so tendered unless the Offer is terminated or
has expired.

     Voting.  The Stockholders Agreement provides that each Stockholder revokes
any and all previous proxies granted with respect to its Shares. So long as the
Stockholders Agreement is in effect and has not been terminated, each
Stockholder agrees (i) to vote all Shares owned by such Stockholder in favor of
adoption of the Merger Agreement and approval of the Merger at any meeting of
the Company's stockholders, or, if requested by Parent or Purchaser, to execute
and deliver written consents to the same effect and (ii) to vote against, and
not to vote or grant any consent in favor of, or that would facilitate, any
Acquisition Proposal other than the Merger and the other transactions
contemplated by the Merger Agreement.

     In order to fully implement the agreement of each Stockholder set forth in
the preceding paragraphs, each Stockholder has irrevocably appointed Parent,
with full power of substitution, as the true and lawful attorney and proxy of
such Stockholder to vote all Shares of such Stockholder, or grant a consent,
waiver or approval in respect of such Stockholder's Shares, in connection with
any meeting of the stockholders of the Company or otherwise (i) in favor of the
Merger and the other transactions and actions contemplated by the Merger
Agreement and (ii) against any action or agreement which would impede, interfere
with or prevent the Merger, including any Acquisition Proposal other than the
Merger.

     The Stockholders Agreement further provides that until such agreement is
terminated, none of the Stockholders shall: (i) transfer (which term is deemed
to include, without limitation, any transfer of beneficial ownership, including
any sale, gift, pledge or other disposition), or consent to any transfer of, any
or all of the Shares; (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of the Shares or any
interest therein; (iii) grant any proxy, power-of-attorney or other
authorization or consent in or with respect to the Shares; (iv) deposit the
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to the Shares; or (v) take any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder's
obligations under the Stockholders Agreement or the transactions contemplated by
the Stockholders Agreement. However, any Stockholder that is a natural person
may transfer Shares to his or her spouse or lineal descendant or to a trust for
the benefit of any one or more such family members, provided the transferee
agrees in writing, in such a manner as Parent reasonably may request, to be
bound by the provisions of the Stockholders Agreement as if named as a
Stockholder, and provided the transferor remains responsible for the
transferee's performance of its obligations under the Stockholders Agreement.

     Additional Agreements.  Pursuant to the terms of the Stockholders
Agreement, each Stockholder has covenanted and agreed that:

     - from the date of the Stockholders Agreement until the earlier of the
       Effective Time and the termination of the Stockholders Agreement, such
       Stockholder shall not (and will not permit any of its advisors or
       representatives to) directly or indirectly (i) initiate, solicit,
       encourage or facilitate (including by way of furnishing information) any
       inquiries or the making of any proposal or offer (including without
       limitation an offer to any stockholders of the Company) for an
       Acquisition Proposal, other than the transactions contemplated by the
       Merger Agreement or by the Stockholders

                                        27
<PAGE>   36

       Agreement or (ii) have any discussion with or provide any confidential
       information or data to any person relating to an Acquisition Proposal, or
       knowingly facilitate any effort or attempt to make or implement an
       Acquisition Proposal; and

     - in the event of any change in the Company's capital stock by reason of
       stock dividends, stock splits, merger, reorganization, recapitalization
       or other change in the capital structure of the Company affecting the
       Shares or the acquisition of additional shares of capital stock or other
       securities or rights of the Company by any Stockholder, the number of
       Shares shall be adjusted appropriately, and the Stockholders Agreement
       and the rights and obligations thereunder shall attach to any additional
       Shares or other securities or rights of the Company issued to or acquired
       by any such Stockholder.

     Termination.  The Stockholders Agreement terminates upon the earlier of (i)
the acquisition by Parent, through Purchaser or otherwise, of all of the Shares
or (ii) the Effective Time.

     Appraisal Rights.  Holders of Shares do not have appraisal rights as a
result of the Offer. However, if the Merger is consummated, each holder of
Shares who has neither voted in favor of the Merger nor consented thereto in
writing will be entitled to an appraisal by the Delaware Court of Chancery of
the fair value of his or her Shares, exclusive of any element of value arising
from the accomplishment or expectation of the Merger, together with a fair rate
of interest, if any, to be paid. In determining such fair value, the Delaware
Court of Chancery may consider all relevant factors. The value so determined
could be more or less than the consideration to be paid in the Offer and the
Merger. Any judicial determination of the fair value could be based upon
considerations other than or in addition to the market value of the Shares,
including, among other things, asset values and earning capacity.

     If any holder of Shares who demands appraisal under Section 262 of the DGCL
fails to perfect, or effectively withdraws or loses his right to appraisal as
provided in the DGCL, the Shares of such stockholder will be converted into the
right to receive the Common Stock Price in accordance with the Merger Agreement.
A stockholder may withdraw his demand for appraisal by delivery to Parent of a
written withdrawal of his or her demand for appraisal and acceptance of the
Merger.

     The foregoing discussion is not a complete statement of law pertaining to
appraisal rights under the DGCL and is qualified in its entirety by the full
text of Section 262 of the DGCL.

     Failure to follow the steps required by Section 262 of the DGCL for
perfecting appraisal rights may result in the loss of such rights.

     Rule 13e-3.  The Merger would have to comply with any applicable federal
law operative at the time of its consummation. Rule 13e-3 under the Exchange Act
is applicable to certain "going private" transactions.

     Purchaser does not believe that Rule 13e-3 will be applicable to the Merger
unless the Merger is consummated more than one year after the termination of the
Offer. If applicable, Rule 13e-3 would require, among other things, that certain
financial information concerning the Company and certain information relating to
the fairness of the Merger and the consideration offered to minority
stockholders be filed with the SEC and disclosed to minority stockholders prior
to consummation of the Merger.

12. SOURCE AND AMOUNT OF FUNDS.

     Purchaser estimates that the total amount of funds required to purchase all
of the outstanding Shares pursuant to the Offer and the Merger and to pay
related fees and expenses will be approximately $115,000,000. The Offer is not
conditioned upon the Purchaser's receipt of any financing. Purchaser expects to
obtain all necessary funds required to consummate the Offer and the Merger
through capital contributions or advances that will be made to it by Inveresk
Canada and Parent. Inveresk Canada and Parent in turn expect to obtain those
funds pursuant to the debt and equity financing arrangements described below. If
for any reason Inveresk Canada and Parent were unable to obtain funding pursuant
to the arrangements described below, they would need to pursue alternative
financing arrangements. Inveresk Canada and Parent do not presently have any
alternate financing plans. Parent and Inveresk Canada intend to repay the
indebtedness to be incurred by them in connection with the Offer and Merger
through income from operations.

                                        28
<PAGE>   37

  The Debt Financing

     On February 22, 2001, Purchaser, Inveresk Canada, Parent and certain of
Parent's affiliates executed a Facilities Agreement (the "Facilities Agreement")
with Bear Stearns Corporate Lending Inc., as Agent for a syndicate of financial
institutions (collectively, the "Lenders"), whereby the Lenders committed to
loan Inveresk Canada and Parent up to an aggregate of approximately $115
million, of which $55.25 million may be used to finance the Offer and the
Merger. There are two acquisition facilities available to Inveresk Canada under
the Facilities Agreement, a Series 1 Acquisition Term Facility in an aggregate
amount of $37.5 million and a Series 2 Acquisition Term Facility in an aggregate
amount of $10 million. There are also two acquisition facilities available to
Parent under the Facilities Agreement, a Series 1 Acquisition Term Facility in
an aggregate amount of $5.25 million and a Series 2 Acquisition Term Facility in
an aggregate amount of $2.5 million. The Series 1 Acquisition Term Facilities
that are available to Inveresk Canada and Parent under the Facilities Agreement
are sometimes collectively referred to as the "Series 1 Acquisition Facilities"
and the Series 2 Acquisition Term Facilities that are available to Inveresk
Canada and Parent under the Facilities Agreement are sometimes collectively
referred to as the "Series 2 Acquisition Facilities." The Series 1 Acquisition
Facilities and the Series 2 Acquisition Facilities are referred to collectively
as the "Acquisition Facilities." Additional facilities are available to Inveresk
Canada and Parent under the Facilities Agreement. These additional facilities
are available to refinance existing indebtedness of Parent, for working capital
purposes or, following the Merger, to expand the capacity of the pre-clinical
trials operations of ClinTrials BioResearch Limited (the Company's Canadian
subsidiary).

     Some of the material terms of the Acquisition Facilities include:

     Interest Rates.  The interest rate to be charged in connection with the
loans made under the Acquisition Facilities will be (i) LIBOR (as determined by
the terms of the Facilities Agreement), plus (ii) the applicable Margin (2.25%
per annum in respect of Series 1 Acquisition Facilities and 2.75% per annum in
respect of Series 2 Acquisition Facilities), plus (iii) the Mandatory Cost, if
any (as determined by the terms of the Facilities Agreement). The Mandatory Cost
is an addition to the interest rate to compensate any Lender for the cost
attributable to an advance under the Facilities Agreement resulting from the
imposition from time to time under or pursuant to the Bank of England Act 1998
and/or by the Bank of England and/or the Financial Services Authority or other
United Kingdom governmental authority or agency of a requirement to place non
interest-bearing or special deposits with the Bank of England and/or pay fees to
the Financial Services Authority calculated by reference to liabilities used to
fund the advance.

     Collateral.  The Facilities Agreement provides for Bear Stearns Corporate
Lending Inc. (on behalf of the Lenders) to receive a first priority perfected
security interest in all of the capital stock of Purchaser and in all of the
assets of Purchaser. Upon consummation of the Offer, Bear Stearns Corporate
Lending Inc. (on behalf of the Lenders) will also receive a first priority
perfected security interest in all of the capital stock of the Company purchased
by Purchaser in the Offer. Upon consummation of the Merger, Bear Stearns
Corporate Lending Inc. (on behalf of the Lenders) will receive a first priority
perfected security interest in all of the capital stock of the Surviving
Corporation and a guarantee from the Company's Canadian subsidiary.

     Conditions Precedent to Loans.  The obligations of the Lenders to make
loans to Parent and Inveresk Canada under the Facilities Agreement are subject
to certain conditions, including, among others: (i) the Minimum Condition shall
have been satisfied, (ii) all conditions to the Offer shall have been satisfied
or (with the consent of the Agent) waived, (iii) there shall be no material
adverse effect on the financial condition, assets or revenues of Parent and its
subsidiaries taken as a whole, (iv) no default shall have occurred under the
Facilities Agreement nor would result from such loan, (v) compliance with the
margin regulations promulgated by the Board of Governors of the Federal Reserve
Board and (vi) certain representations and warranties made by Inveresk Canada
and Parent in the Facilities Agreement shall be true and correct as of the date
of such loan. The Facilities Agreement contains customary representations and
warranties on the part of the borrowers, including the following: corporate
existence and status; corporate power and authority; no violations of law,
contracts or organizational documents; no default; no material litigation; no
prior liens or borrowings; accuracy of business plan; correctness of financial
statements and other information; accuracy of representations in the Merger
Agreement; ownership of intellectual property; ERISA and environmental

                                        29
<PAGE>   38

matters; compliance with margin regulations; solvency; payments of taxes; and
accuracy of disclosure. Certain of the conditions are suspended with respect to
the Acquisition Facilities and the facilities to refinance existing indebtedness
of Parent in order to (and only to the extent necessary to) permit Parent and
Purchaser to comply with their obligations under the Merger Agreement and to
purchase the Shares in the Offer and complete the Merger.

     Financial Covenants.  The Facilities Agreement contains financial covenants
that Parent believes are typical of agreements of this type, including the
following: (i) minimum consolidated net worth maintenance; (ii) total interest
to PBITDA ratio; (iii) cashflow to debt service ratio; and (iv) debt outstanding
under the Facilities Agreement to PBITDA ratio for Parent and certain of its
subsidiaries.

     Other Covenants.  The Facilities Agreement contains customary covenants,
including: (i) delivery of financial statements and other reports; (ii) delivery
of compliance certificates; (iii) limitations on use of loans under the
Facilities Agreement; (iv) delivery of notices of default, material litigation
and liens and notice of any company ceasing to be a Material Company (defined as
a company that is trading and has net assets in excess of $500,000); (v)
maintenance of insurance (including keyman insurance); (vi) payment of taxes;
(vii) maintenance of licenses and permits; (viii) limitation on transactions
with affiliates; (ix) maintenance of intellectual property rights; (x)
maintenance of hedging arrangements against exchange rate exposure; (xi)
compliance with laws (including environmental laws and ERISA matters); (xii)
limitations on liens and negative pledges; (xiii) limitations on debt; (xiv)
limitations on loans; (xv) limitations on capital expenditure; (xvi) limitations
on mergers, consolidations and sales of assets; (xvii) limitations on dividends
and the redemption and/or prepayment of other debt; and (xviii) limitations on
changes in accounting policies. In addition, Parent and Purchaser may not,
without the consent of the Agent: (A) amend any of the terms or conditions of
the Offer or the Merger Agreement, with the exception of amendments required by
the SEC or any governmental or regulatory authority or to comply with any
applicable laws; (B) waive any condition of the Offer or the Merger Agreement;
or (C) terminate the Merger Agreement after the first drawdown under the
Facilities Agreement (excluding any drawdown made under the working capital
facilities provided for in the Facilities Agreement).

     Events of Default.  The Facilities Agreement contains customary events of
default, including: (i) nonpayment of principal or interest; (ii) violation of
covenants (with cure periods as applicable); (iii) inaccuracy of representations
and warranties; (iv) cross-default to other indebtedness; (v) bankruptcy and
other insolvency events; (vi) material litigation; (vii) change of control;
(viii) invalidity of any loan documents or security interests; (ix) ERISA
matters; and (x) material adverse effect.

     Term.  Parent and Inveresk Canada must commence repayment of the Series 1
Acquisition Facilities on December 31, 2001. Repayment must be made on each June
30 and December 31 thereafter with the final payment being due on December 31,
2007. Parent and Inveresk Canada must repay half of the outstanding Series 2
Acquisition Facilities on June 30, 2008 and the remainder on December 31, 2008.

     The foregoing summary of certain provisions of the Facilities Agreement is
not a complete description of the terms and conditions of the Facilities
Agreement and is qualified in its entirety by reference to the full text of the
Facilities Agreement which is filed with the SEC as an exhibit to the Schedule
TO and is incorporated in this Offer to Purchase by reference. The Schedule TO
and its exhibits, which include a copy of the Facilities Agreement, may be
examined, and copies obtained, as described in Section 8 of this Offer to
Purchase.

  The Equity Financing

     On February 22, 2001, Parent entered into an Investment Agreement (the
"Investment Agreement") with Candover Investments, Candover (Trustees) Limited,
the entities constituting the 1997 Fund and John Urquhart (collectively, the
"Investors") and other existing shareholders of the Company pursuant to which
the Investors agreed to subscribe for an aggregate of 265,519 Cumulative
Convertible Participating 'A' Ordinary Shares, par value L1 per share, of Parent
and an aggregate of L44,734,481 loan stock of Parent. The Investors currently
collectively own an aggregate of 77.1% of the authorized shares of Parent. The
aggregate proceeds to Parent from the issue of such ordinary shares and loan
stock will be approximately $65.5 million.

                                        30
<PAGE>   39

These proceeds will be contributed to Purchaser to partially finance the Offer,
the Merger and related expenses.

     Some of the material terms of the Investment Agreement include:

     Conditions Precedent.  The obligations of the Investors to purchase stock
under the Investment Agreement are subject to certain conditions, including,
among others: (i) the Minimum Condition shall have been satisfied; (ii) all
conditions to the Offer shall have been satisfied or (with the consent of the
Investors' agent) waived; (iii) there shall be no material adverse effect on the
financial condition of Parent and its subsidiaries taken as a whole; and (iv)
all conditions to funding under the Facilities Agreement shall be satisfied.

     Covenants.  Pursuant to the Investment Agreement, Parent may not, without
the consent of the Investors' agent: (i) amend, modify, vary or waive any of the
terms of the Offer, the Merger Agreement or the Stockholders Agreement; (ii)
grant any consent under the Merger Agreement or the Stockholders Agreement
without the prior written consent of the Investors; (iii) terminate the Merger
Agreement after the consummation of the Offer; or (iv) withdraw the Offer after
the consummation of the Offer.

     The foregoing summary of the Investment Agreement is not a complete
description of the terms and conditions of the Investment Agreement and is
qualified in its entirety by reference to the full text of the Investment
Agreement which is filed with the SEC as an exhibit to the Schedule TO and is
incorporated in this Offer to Purchase by reference. The Schedule TO and its
exhibits, which include a copy of the Investment Agreement, may be examined, and
copies obtained, as set forth in Section 8 of this Offer to Purchase.

13. CERTAIN CONDITIONS OF THE OFFER.

     Notwithstanding any provision of the Offer or the Merger Agreement, in
addition to (and except as otherwise set forth in the Merger Agreement, not in
limitation of) Purchaser's rights pursuant to the Merger Agreement to extend and
amend the Offer in accordance with the Merger Agreement, and subject to any
applicable rules and regulations of the SEC (including Rule 14e-1(c) under the
Exchange Act) relating to Purchaser's obligation to pay for or return tendered
Shares after termination of the Offer, Purchaser shall not be required to accept
for payment or pay for and may delay the acceptance for payment of or, subject
to Rule 14e-1(c) of the Exchange Act, the payment for, any tendered Shares not
theretofore accepted for payment or paid for, and Purchaser may amend the Offer
(subject to the terms of the Merger Agreement) if: (i) the Minimum Condition is
not met; (ii) any applicable waiting period under United States antitrust and
European competition laws shall not have expired or been terminated; or (iii) at
any time on or after the date of the Merger Agreement and prior to the time of
acceptance of such Shares for payment pursuant to the Offer or the payment
therefor, any of the following conditions has occurred and continues to exist
through the time of acceptance for payment or payment:

     - there shall be pending any suit, action, or proceeding:

        - challenging the acquisition by Parent or Purchaser of the Shares,
          seeking to make illegal, materially delay, make materially more costly
          or otherwise directly or indirectly restrain or prohibit the making or
          consummation of the Offer and the Merger or the performance of any of
          the other transactions contemplated by the Merger Agreement or seeking
          to obtain from the Company, Parent or Purchaser any damages or
          penalties that are material in relation to the Company and its
          subsidiaries taken as a whole;

        - seeking to prohibit or materially limit the ownership or operation by
          the Company, Parent or any of their respective subsidiaries or
          affiliates of any of the businesses or assets of the Company, Parent
          or any of their respective subsidiaries or affiliates, or to compel
          the Company, Parent or any of their respective subsidiaries or
          affiliates to dispose of or hold separate all or any material portion
          of the businesses or assets of the Company or Parent, as a result of
          the Offer, the Merger or any of the other transactions contemplated by
          the Merger Agreement;

                                        31
<PAGE>   40

        - seeking to impose material limitations on the ability of Parent or
          Purchaser to acquire or hold, or exercise full rights of ownership of,
          any Shares accepted for payment pursuant to the Offer including,
          without limitation, the right to vote the Shares accepted for payment
          by it on all matters properly presented to the stockholders of the
          Company;

        - seeking to prohibit Parent or any of its subsidiaries or affiliates
          from effectively controlling in any material respect the business or
          operations of the Company or its subsidiaries;

        - requiring divestiture by Purchaser or any of its affiliates of any
          Shares; or

        - which otherwise is reasonably likely to have a Company Material
          Adverse Effect (as defined below);

     - there shall be any statute, rule, regulation, executive order, decree,
       ruling, judgment, decision, order or injunction (including with respect
       to competition or antitrust matters) enacted, entered, promulgated,
       issued or enforced, or any statute, rule, regulation, executive order,
       decree, ruling, judgment, decision, order or injunction which has been
       proposed by the relevant legislative, judicial or regulatory body with
       respect to or deemed applicable to or any material consent or approval
       withheld or any other action with respect to:

        - Parent, the Company or any of their respective subsidiaries or
          affiliates; or

        - the Offer or the Merger or any of the other transactions contemplated
          by the Merger Agreement, by any court or other Governmental Authority,
          other than applicable waiting periods under the HSR Act as specified
          in the first paragraph of this Section 13 of the Offer to Purchase, in
          any case, that, in the reasonable judgment of Parent, has resulted or
          is reasonably likely to result, directly or indirectly, in any of the
          consequences referred to in the proceeding condition;

     - the representations and warranties of the Company contained in the Merger
       Agreement shall not be true and correct in all material respects either
       at the date of the Merger Agreement or as of the consummation of the
       Offer with the same effect as if made at and as of the consummation of
       the Offer (except to the extent such representations and warranties
       specifically relate to an earlier date, in which case such
       representations and warranties shall be true and correct as of such
       earlier date);

     - the audited financial statements of the Company and its consolidated
       subsidiaries at and for the year ended December 31, 2000 (which the
       Company has agreed in the Merger Agreement to make publicly available by
       no later than March 15, 2001) shall materially differ from the unaudited
       financial statements at and for the year ended December 31, 2000
       previously provided to Parent;

     - the Company shall have failed to perform or comply in all material
       respects with its covenants and obligations contained in the Merger
       Agreement, which failure to perform has not been cured within ten
       business days after the giving of written notice to the Company;
       provided, however, that this condition shall not be satisfied if the
       Company fails to file its Annual report on Form 10-K for the year ended
       December 31, 2000 on or before March 15, 2001;

     - there shall have occurred since the date of the Merger Agreement any
       events or changes which, individually or in the aggregate, constitute or
       may reasonably be expected to have a Company Material Adverse Effect;

     - the Board of Directors of the Company or any committee thereof shall:

        - have recommended an Acquisition Proposal or failed to publicly
          announce its recommendation against an Acquisition Proposal within
          five business days after the first public announcement of the
          Acquisition Proposal;

        - have withdrawn, modified in a manner adverse to Parent or Purchaser
          (including by amendment of the Schedule 14D-9) or amended in a manner
          adverse to Parent or Purchaser its approval or recommendation of the
          Offer, the Merger Agreement or the Merger or failed to reaffirm its

                                        32
<PAGE>   41

          approval or recommendation of the Offer or the Merger or the adoption
          of the Merger Agreement upon Parent's reasonable request or
          recommended an Alternative Proposal;

        - have executed an agreement in principle or a definitive agreement
          relating to an Acquisition Proposal or similar business combination
          with a third party; or

        - have resolved to do any of the foregoing;

     - the Merger Agreement shall have been terminated in accordance with its
       terms, or any event shall have occurred which gives Parent or Purchaser
       the right to terminate the Merger Agreement or not consummate the Merger;

     - there shall have occurred and be continuing:

        - any general suspension of trading in, or limitation in prices for
          securities on any national securities exchange or in the
          over-the-counter market (other than as a result of market
          circuit-breakers or other similar procedures);

        - the declaration of a banking moratorium or any suspension of payments
          in respect of banks in the United States, the United Kingdom or Canada
          (whether or not mandatory);

        - any limitation (whether or not mandatory), by a United States, United
          Kingdom or Canadian governmental authority or agency on the extension
          of credit by banks or other financial institutions which in the
          reasonable judgment of Parent or Purchaser, in any such case, makes it
          unadvisable to proceed with the Offer or with such acceptance for
          payment or payments;

        - a commencement of war or armed hostilities or other national or
          international calamity directly or indirectly involving the United
          States, the United Kingdom or Canada, which has a significant adverse
          effect on the functioning of financial markets in the United States,
          the United Kingdom or Canada; or

        - in the case of any of the foregoing existing at the time of the
          commencement of the Offer, a material acceleration or worsening
          thereof;

     - any consent, registration, approval, permit, authorization or notice
       report or other filing required to be obtained or made by the Company,
       Parent or Purchaser from or with any Governmental Authority or third
       party in connection with the execution, delivery and performance of the
       Merger Agreement, the making or consummation of the Offer or the
       consummation of the Merger shall not have been obtained or made, and such
       failure could reasonably be expected to have a Company Material Adverse
       Effect; or

     - it shall have been publicly disclosed that any person, entity or "group"
       (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired
       beneficial ownership (as determined pursuant to Rule 13d-3 promulgated
       under the Exchange Act) of more than 20% of the then-outstanding Shares,
       through the acquisition of stock, the formation of a group or otherwise.

     For the purposes of the Merger Agreement, the term "Company Material
Adverse Effect" means a material adverse effect on the business, assets,
condition (financial or otherwise), prospects or results of operations of the
Company and its subsidiaries, taken as a whole, or on the transactions
contemplated by the Merger Agreement.

     Subject to the Merger Agreement, the foregoing conditions are solely for
the benefit of Parent and Purchaser and may be waived by either Parent or
Purchaser, in whole or in part at any time and from time to time, in the sole
discretion of Parent and Purchaser. The failure by Parent and Purchaser at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Parent and Purchaser are aware that
the staff of the SEC takes the position that all conditions to the Offer must be
satisfied or waived on or prior to the Expiration Date.

                                        33
<PAGE>   42

     A public announcement shall be made of a material change in, or waiver of,
such conditions, and the Offer may, in certain circumstances, be extended in
connection with any such change or waiver. All Offer Conditions must be
satisfied or waived prior to the commencement of any Subsequent Offering Period.

14. DIVIDENDS AND DISTRIBUTIONS.

     Pursuant to the Merger Agreement, the Company has agreed that during the
term of the Merger Agreement the Company may not declare, set aside or pay any
dividend on or any other distributions (whether in cash, stock, property or
otherwise) with respect to any Shares (except for any dividends paid by a wholly
owned direct or indirect subsidiary of the Company to such subsidiary's parent).

15. CERTAIN LEGAL MATTERS.

     General.  Except as otherwise disclosed in this Offer to Purchase, based
upon an examination of publicly available filings with respect to the Company,
Parent and Purchaser are not aware of any licenses or other regulatory permits
which appear to be material to the business of the Company and which might be
adversely affected by the acquisition of the Shares by Purchaser pursuant to the
Offer or of any approval or other action by any governmental, administrative or
regulatory agency or authority which would be required for the acquisition or
ownership of the Shares by Purchaser pursuant to the Offer. Should any such
approval or other action be required, it is currently contemplated that such
approval or action would be sought or taken. There can be no assurance that any
such approval or action, if needed, would be obtained or, if obtained, that it
will be obtained without substantial conditions or that adverse consequences
might not result to the Company's or Parent's business or that certain parts of
the Company's or Parent's business might not have to be disposed of in the event
that such approvals were not obtained or such other actions were not taken, any
of which might enable Purchaser to elect to terminate the Offer without the
purchase of the Shares thereunder, if the relevant conditions to termination
were met, Purchaser's obligation under the Offer to accept for payment and pay
for the Shares is subject to certain conditions. See Section 13.

     United States Antitrust Compliance.  Under the HSR Act and the rules that
have been promulgated thereunder by the FTC, certain acquisition transactions
may not be consummated unless certain information has been furnished to the
Antitrust Division and the FTC and certain waiting period requirements have been
satisfied. The acquisition of the Shares by Purchaser is subject to these
requirements. See Section 2 of this Offer to Purchase as to the effect of the
HSR Act on the timing of Purchaser's obligation to accept Shares for payment.

     Pursuant to the HSR Act, Parent and its affiliates filed a Notification and
Report Form with respect to the acquisition of the Shares pursuant to the Offer
and the Merger with the Antitrust Division and the FTC on Friday, March 2, 2001.
Under the provisions of the HSR Act applicable to the purchase of the Shares
pursuant to the Offer, such purchases may not be made until the expiration of a
15-calendar day waiting period following the filing by Parent. Accordingly, the
waiting period under the HSR Act will expire at 11:59 p.m., New York City time,
on or about Monday, March 19, 2001, unless early termination of the waiting
period is granted or Parent receives a request for additional information or
documentary material prior thereto. Pursuant to the HSR Act, Parent will request
early termination of the waiting period applicable to the Offer. There can be no
assurances given, however, that the 15-day HSR Act waiting period will be
terminated early. If either the FTC or the Antitrust Division were to request
additional information or documentary material from Parent, the waiting period
would expire at 11:59 p.m., New York City time, on the tenth calendar day after
the date of substantial compliance by Parent with such request unless the
waiting period is sooner terminated by the FTC or the Antitrust Division. Only
one extension of such waiting period pursuant to a request for additional
information is authorized by the rules promulgated under the HSR Act, except by
agreement or by court order. Any such extension of the waiting period will not
give rise to any withdrawal rights not otherwise provided for by applicable law.
See Section 4. Parent expects the waiting period under the HSR Act to expire at
the end of the 15-day period, if not earlier terminated.

     The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of the
Shares by Purchaser pursuant to the Offer. At any time

                                        34
<PAGE>   43

before or after Purchaser's purchase of the Shares, the Antitrust Division or
the FTC could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the acquisition of
the Shares pursuant to the Offer or seeking divestiture of the Shares acquired
by Purchaser or the divestiture of substantial assets of Parent, the Company or
any of their respective subsidiaries or affiliates. Private parties may also
bring legal action under the antitrust laws under certain circumstances. There
can be no assurance that a challenge to the Offer on antitrust grounds will not
be made or, if a challenge is made, what the result will be. See Section 13 of
this Offer to Purchase for certain conditions to the Offer that could become
applicable in the event of such a challenge.

     German Antitrust Compliance.  Under German laws and regulations relating to
the regulation of monopolies and competition, certain acquisition transactions
may not be consummated in Germany unless certain information has been furnished
to the German Federal Cartel Office (the "FCO") and certain waiting period
requirements have been satisfied without issuance by the FCO of an order to
refrain. The purchase of the Shares by Purchaser pursuant to the Offer and the
consummation of the Merger are subject to such requirements. Under such laws,
the FCO has one month (unless earlier terminated by the FCO) from the time of
filing of such information with the FCO to clear the Offer and the Merger or to
advise the parties of its intention to investigate the Offer and the Merger in
depth, in which case the FCO has four months from the date of filing in which to
take steps to oppose the Offer and the Merger. According to the German law
against restraints of competition, the purchase of the Shares pursuant to the
Offer may not be consummated before the end of the one-month period, and,
provided that the FCO has informed the parties about the initiation of an in
depth review within such period, before the end of the four-month period or its
agreed-upon extension, unless the FCO has given its clearance to the transaction
in writing before the end of such periods. In the course of its reviews, the FCO
will examine whether the proposed acquisition of the Shares by Purchaser
pursuant to the Offer would create a dominant market position or strengthen an
already-existing dominant position in Germany. If the FCO makes such a finding,
it will act to prohibit the transaction. While Parent, Inveresk Canada and
Purchaser do not believe that there is any basis for the FCO to investigate the
Offer and the Merger in-depth, there can be no assurance that the FCO will not
investigate or oppose the transactions or that the FCO will not extend the
waiting period.

     Parent filed the required information with the FCO on March 5, 2001. Parent
intends that if clearance from the FCO is not obtained prior to the Expiration
Date, the Offer will be extended.

     State Takeover Laws.  Section 203 of the DGCL limits the ability of a
Delaware corporation to engage in business combinations with "interested
stockholders" (defined generally as any beneficial owner of 15% or more of the
outstanding voting stock in the corporation) unless, among other things, the
corporation's board of directors has given its prior approval to either the
business combination or the transaction which resulted in the stockholder
becoming an "interested stockholder." The Company's Board of Directors has
approved the Merger Agreement and Purchaser's acquisition of the Shares pursuant
to the Offer and, therefore, Section 203 of the DGCL is inapplicable to the
Offer and the Merger.

     Based on information supplied by or on behalf of the Company, Purchaser
does not believe that any state takeover laws purport to apply to the Offer or
the Merger. None of Parent, Inveresk Canada or Purchaser has currently complied
with any state takeover statute or regulation with respect to the transactions
contemplated by the Merger Agreement. Purchaser reserves the right to challenge
the applicability or validity of any state law purportedly applicable to the
Offer or the Merger and nothing in this Offer to Purchase or any action taken in
connection with the Offer or the Merger is intended as a waiver of such right.
If it is asserted that any state takeover statute is applicable to the Offer or
the Merger and if an appropriate court does not determine that it is
inapplicable or invalid as applied to the Offer or the Merger, Purchaser might
be required to file certain information with, or to receive approvals from, the
relevant state authorities, and Purchaser might be unable to accept for payment
or pay for any Shares tendered pursuant to the Offer, or be delayed in
consummating the Offer or the Merger. In such case, Purchaser may not be obliged
to accept for payment or pay for any Shares tendered pursuant to the Offer.

                                        35
<PAGE>   44

16. FEES AND EXPENSES.

     Bear Stearns is acting as Dealer Manager in connection with the Offer and
has provided certain financial advisory services to Parent in connection
therewith. Parent has agreed to pay to Bear Stearns reasonable and customary
compensation for its services and as financial advisor in connection with the
Offer. Parent has agreed to reimburse Bear Stearns as Dealer Manager for its
reasonable out-of-pocket expenses, including the fees and expenses of its
counsel, in connection with the Offer, and has agreed to indemnify Bear Stearns
and certain related persons against certain liabilities and expenses in
connection with the Offer, including liabilities under the Federal securities
laws. At any time Bear Stearns and its affiliates may actively trade the Shares
for their own account or for the account of customers and, accordingly, may at
any time hold a long or short position in the Shares.

     Morrow & Co. Inc. is acting as Information Agent in connection with the
Offer. The Information Agent may contact holders of the Shares by personal
interview, mail, telephone, telex, telegraph and other methods of electronic
communication and may request brokers, dealers, banks, trust companies and other
nominees to forward the Offer materials to beneficial holders. The Information
Agent will receive reasonable and customary compensation for its services, be
reimbursed for certain reasonable out-of-pocket expenses and be indemnified
against certain liabilities and expenses in connection with its services,
including certain liabilities under the Federal securities laws. Brokers,
dealers, commercial banks and trust companies will be reimbursed by Parent for
customary mailing and handling expenses incurred by them in forwarding material
to their customers.

17. MISCELLANEOUS.

     The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of the Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, Purchaser may, in its sole discretion, take such action
as it may deem necessary to make the Offer in any such jurisdiction and extend
the Offer to holders of such Shares.

     None of Parent, Inveresk Canada or Purchaser is aware of any jurisdiction
in which the making of the Offer or the acceptance of the Shares in connection
therewith would not be in compliance with the laws of such jurisdiction.

     Parent, Inveresk Canada and Purchaser have filed a Schedule TO with the SEC
pursuant to Rule l4d-3 of the General Rules and Regulations under the Exchange
Act, furnishing certain additional information with respect to the Offer, and
may file amendments thereto from time to time. The Schedule TO and any
amendments thereto, including exhibits, may be examined and copies may be
obtained from the principal office of the SEC in Washington, D.C. and the Nasdaq
Stock Market, or electronically, in each case in the manner set forth in Section
8.

     No person has been authorized to give any information or make any
representation on behalf of Parent, Inveresk Canada or Purchaser not contained
in this Offer to Purchase or in the Letter of Transmittal and, if given or made,
such information or representation must not be relied upon as having been
authorized.

                                          Indigo Acquisition Corp.

March 5, 2001

                                        36
<PAGE>   45

                                                                      SCHEDULE A

                      INFORMATION CONCERNING DIRECTORS AND
              EXECUTIVE OFFICERS OF CANDOVER INVESTMENTS, PARENT,
                         INVERESK CANADA AND PURCHASER

     1.  Directors and Executive Officers of Candover Investments.  The
following table sets forth the name and present principal occupation or
employment, and material occupations, positions, offices or employment for the
past five years, of each of the directors and executive officers of Candover
Investments. Unless otherwise indicated, each such person is a citizen of the
United Kingdom and the business address of each such person is c/o Candover
Investments plc, 20 Old Bailey, London EC4M 7LN, United Kingdom. Unless
otherwise indicated, each such person has held his or her present occupation as
set forth below, or has been an executive officer at Candover Investments for
the past five years.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
C. J. Buffin.........................  Managing Director of Candover Investments since March 1998
                                       and a director of Candover Partners since February 1995.
S. W. Curran.........................  Chairman of Candover Investments since May 1999. Chief
                                       Executive of Candover Investments from January 1991 until
                                       May 1999. Director of Greggs plc. Director of Jarvis Hotels
                                       plc.
G. D. Fairservice....................  Deputy Chairman of Candover Investments plc since May 1999
                                       and Deputy Chief Executive until May 1999. Director of BTG
                                       plc.
G. E. Grimstone......................  Director of Candover Investments since July 1999. Director
                                       of Wilmington Capital Ltd since May 2000. Director of J
                                       Henry Schroder & Co until January 1999. Director of Dairy
                                       Crest Group plc since March 1999. Director of Aggregate
                                       Industries plc since March 2000. Director of Bridgewell Ltd
                                       since January 2001.
M. S. Gumienny.......................  Managing Director of Candover Investments since March 1998
                                       and a director of Candover Partners since February 1995.
A. P. Hichens........................  Deputy Chairman of Candover Investments. Chairman of David
                                       S. Smith Holdings plc since June 1999. Deputy Chairman of
                                       Lasmo until May 2000 and Chairman since May 2000. Director
                                       of The Fleming Income and Capital Investment Trust plc.
P. R. Neal...........................  Company Secretary of Candover Investments.
P. J. Scott Plummer..................  Director of Candover Investments. Chairman of Martin Currie
                                       Investment Management Limited since April 1999. Director of
                                       The Merchants Trust plc since May 1997.
J. G. West...........................  Director of Candover Investments. Director of Gartmore
                                       Fledgling Index Trust plc, Aberdeen New Dawn Investment
                                       Trust plc, British Assets Trust plc, Snackhouse plc and
                                       Middlesex Holdings plc since May 1996. Director of LEPLO
                                       plc. Aberdeen Convertible Income Trust plc. and 3i UK Select
                                       Trust since September 1997. Director of Intrinsic Value plc
                                       since June 1999.
D. R. Wilson.........................  Chief Executive of Slough Estates plc. Non-Executive
                                       Director of Westbury plc, since June 1996. Director of
                                       Candover Investments.
</TABLE>

                                       A-1
<PAGE>   46

     2.  Directors and Executive Officers of Parent.  The following table sets
forth the name and present principal occupation or employment, and material
occupations, positions, offices or employment for the past five years, of each
of the directors and executive officers of Parent. Unless otherwise indicated,
each such person is a citizen of the United Kingdom and the business address of
each such person is c/o Inveresk Research Group Limited, Elphinstone Research
Centre, Tranent, East Lothian EH33 2NE, Scotland. Unless otherwise indicated,
each such person has held his or her present occupation as set forth below, or
has been an executive officer at Parent for the past five years.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
I. J. Gray...........................  Non-Executive Director of Parent. Director of Candover
                                       Partners Ltd. since August 1998. Non-Executive Director of
                                       Clondalkin Group Holdings Ltd. since September 1999.
S. G. Leslie.........................  Director and Company Secretary of Parent since September
                                       1999. Finance Director of Inveresk Research International
                                       Ltd. Director and Company Secretary of Inveresk Clinical
                                       Research Ltd.
Dr. W. S. Nimmo......................  Chief Executive Officer of Parent since September 1999.
                                       President and Secretary of Inveresk Canada since February
                                       2001 and President of Purchaser since February 2001. Chief
                                       Executive Officer of Inveresk Research International and
                                       Inveresk Clinical Research Limited.
Dr. I. P. Sword......................  Senior Executive Vice President and Director of SGS S.A.
                                       Chairman of Scottish Enterprise Edinburgh and Lothian since
                                       April 2000. Director of Caledonian Research Foundation.
N. Thornton(1).......................  Chief Operating Officer of Parent since February 2001. Vice
                                       President Group Corporate Development of Societe Generale de
                                       Surveillance Holding S.A. from December 1997 to March 2000
                                       and Senior Vice President EBusiness from April 2000 until
                                       February 2001. Managing Director of SGS Medlab Holdings Pty
                                       from February 1997 until November 1997. General Manager
                                       Pathology Department Unit of SGS New Zealand Limited until
                                       January 1997.
Dr. J. Urquhart(2)...................  Non-Executive Director of Inveresk Research Group Ltd. since
                                       January 2000. Chief Scientist of Aardex Ltd. since January
                                       1996. Consultant Extra-ordinary Professor at Maastricht
                                       University.
</TABLE>

---------------
(1) New Zealand Citizen

(2) U.S. Citizen

                                       A-2
<PAGE>   47

     3.  Directors and Executive Officers of Inveresk Canada.  The following
table sets forth the name and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years,
of each director and executive officer of Inveresk Canada. Each such person is a
citizen of the United Kingdom unless otherwise noted, and the business address
of each such person is c/o Inveresk Research Group Limited, Elphinstone Research
Centre, Tranent, East Lothian EH33 2NE, Scotland.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
I. Dunsky(3).........................  Attorney at McCarthy Tetrault, Barristers and Solicitors.
Le Windsor, 1170 rue Peel              Director of Inveresk Canada since February 2001.
Montreal, Quebec M3B4S8
Canada
W. M. Goodman(4).....................  Attorney at McCarthy Tetrault, Barristers and Solicitors.
Le Windsor, 1170 rue Peel              Director of Inveresk Canada since February 2001.
Montreal, Quebec H3B4S8
Canada
Dr. W. S. Nimmo......................  Director, President, and Secretary of Inveresk Canada since
                                       February 2001. Chief Executive Officer of Parent since
                                       September 1999. President and Secretary of Inveresk Canada
                                       since February 2001 and President of Purchaser since
                                       February 2001. Chief Executive Officer of Inveresk Research
                                       International and Inveresk Clinical Research Limited.
</TABLE>

---------------
(3) Canadian Citizen

(4) Canadian Citizen

     4.  Directors and Executive Officers of Purchaser.  The following table
sets forth the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years, of each
director and executive officer of Purchaser. Each such person is a citizen of
the United Kingdom unless otherwise noted, and the business address of each such
person is c/o Inveresk Research Group Limited, Elphinstone Research Centre,
Tranent, East Lothian EH33 2NE, Scotland.

<TABLE>
<CAPTION>
                                               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND ADDRESS                            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------                            --------------------------------------------------
<S>                                    <C>
A. S. McEwan.........................  Vice President and Secretary of Purchaser since February
                                       2001. General Manager Clinical from June 1996 until December
                                       1999, Head of Corporate Development since January 2000 and
                                       Director since January 1997 of Inveresk Clinical Research
                                       Limited. Managing Director of McEwan Associates Ltd. until
                                       June 1996.
Dr. W. S. Nimmo......................  Chief Executive Officer of Parent since September 1999.
                                       President and Secretary of Inveresk Canada since February
                                       2001 and President of Purchaser since February 2001. Chief
                                       Executive Officer of Inveresk Research International and
                                       Inveresk Clinical Research Limited.
</TABLE>

                                       A-3
<PAGE>   48

     Manually signed facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. The Letter of Transmittal,
certificates for the shares of Company Common Stock and any other required
documents should be sent or delivered by each stockholder of the Company or his
broker-dealer, commercial bank, trust company or other nominee to the Depositary
as follows:

                        The Depositary for the Offer is:

                                 SUNTRUST BANK

<TABLE>
<S>                             <C>                             <C>
                                                                    By Overnight, Certified
     By First Class Mail:              By Hand Delivery:               or Express Mail:
         P.O. Box 4625                58 Edgewood Avenue              58 Edgewood Avenue
       Atlanta, GA 30302                   Room 225                        Room 225
                                       Atlanta, GA 30303               Atlanta, GA 30303
</TABLE>

                           By Facsimile Transmission:

                                 (404) 865-5371

                      Confirm Facsimile by Telephone Only:

                                 (800) 568-3476

     Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter of Transmittal, the Notice of Guaranteed Delivery and
related materials may be directed to the Information Agent or the Dealer Manager
at their respective telephone numbers and locations listed below. You may also
contact your broker, dealer, commercial bank or trust company or other nominee
for assistance concerning the Offer.

                    THE INFORMATION AGENT FOR THE OFFER IS:

                               MORROW & CO., INC.
                           445 Park Avenue, 5th Floor
                            New York, New York 10022

                          Call Collect: (212) 754-8000
           Banks and Brokerage Firms Call: (800) 654-2468 (Toll Free)

                    STOCKHOLDERS PLEASE CALL: (800) 607-0088
                      E-mail: clintrials.info@morrowco.com

                      THE DEALER MANAGER FOR THE OFFER IS:

                            BEAR, STEARNS & CO. INC.
                                245 Park Avenue
                            New York, New York 10167
                           (888) 261-1668 (Toll Free)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2.B
<SEQUENCE>4
<FILENAME>y46160aex99-2_b.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>

<PAGE>   1
                                                                  EXECUTION COPY





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


                          AGREEMENT AND PLAN OF MERGER


                          DATED AS OF FEBRUARY 22, 2001

                                  BY AND AMONG


                        INVERESK RESEARCH GROUP LIMITED,

                            INDIGO ACQUISITION CORP.


                                       AND

                            CLINTRIALS RESEARCH INC.

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




<PAGE>   2


ARTICLE I          THE OFFER...................................................2

       Section 1.1     The Offer...............................................2

       Section 1.2     Company Actions.........................................3

       Section 1.3     Stockholder Lists.......................................4

       Section 1.4     Directors; Section 14(f)................................4

       Section 1.5     Adjustment to Common Stock Price........................6

ARTICLE II         THE MERGER..................................................6

       Section 2.1     The Merger..............................................6

       Section 2.2     Effective Time of the Merger............................6

       Section 2.3     Effects of the Merger...................................6

       Section 2.4     Closing.................................................6

ARTICLE III        THE SURVIVING AND PARENT CORPORATIONS.......................7

       Section 3.1     Certificate of Incorporation............................7

       Section 3.2     Bylaws..................................................7

       Section 3.3     Directors...............................................7

       Section 3.4     Officers................................................7

ARTICLE IV         EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT
                   CORPORATIONS; SURRENDER OF CERTIFICATES.....................7

       Section 4.1     Conversion of Company Common Stock in the Merger........7

       Section 4.2     Conversion of Subsidiary Shares.........................8

       Section 4.3     Surrender and Exchange of Certificates..................8

       Section 4.4     Tax Withholding.........................................9

       Section 4.5     Closing of the Company's Transfer Books.................9

       Section 4.6     Option Plans; Restricted Stock..........................9

       Section 4.7     Dissenting Shares......................................10

       Section 4.8     Further Assurances.....................................10

ARTICLE V          REPRESENTATIONS AND WARRANTIES OF THE COMPANY..............10

       Section 5.1     Organization and Qualification.........................10

       Section 5.2     Capitalization.........................................11

       Section 5.3     Subsidiaries...........................................12

       Section 5.4     Authority; Non-Contravention; Approvals................12

       Section 5.5     Reports and Financial Statements.......................14

       Section 5.6     Absence of Undisclosed Liabilities; Affiliate
                       Transactions...........................................15

       Section 5.7     Absence of Certain Changes or Events...................15

       Section 5.8     Litigation.............................................15



                                       i
<PAGE>   3

       Section 5.9     Information Supplied...................................15

       Section 5.10    Compliance With Laws...................................16

       Section 5.11    Compliance with Agreements.............................16

       Section 5.12    Taxes..................................................16

       Section 5.13    Employee Benefit Plans; ERISA..........................19

       Section 5.14    Labor Controversies....................................21

       Section 5.15    Environmental Matters..................................21

       Section 5.16    Title to Assets........................................22

       Section 5.17    Intellectual Property; Software........................22

       Section 5.18    Brokers and Finders....................................23

       Section 5.19    Opinion of Company Financial Advisor...................23

       Section 5.20    Vote Required..........................................24

       Section 5.21    Insurance..............................................24

       Section 5.22    Contracts..............................................24

       Section 5.23    Significant Customers..................................25

ARTICLE VI         REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY....25

       Section 6.1     Organization and Qualification.........................25

       Section 6.2     Authority; Non-Contravention; Approvals................25

       Section 6.3     Information Supplied...................................26

       Section 6.4     Financing..............................................26

       Section 6.5     Subsidiary.............................................27

       Section 6.6     Brokers and Finders....................................27

ARTICLE VII        COVENANTS OF THE PARTIES...................................27

       Section 7.1     Mutual Covenants.......................................27

       Section 7.2     Conduct of the Company's Business......................29

ARTICLE VIII       ADDITIONAL AGREEMENTS OF THE PARTIES.......................31

       Section 8.1     Access to Information..................................31

       Section 8.2     Acquisition Proposals..................................31

       Section 8.3     Expenses and Fees......................................33

       Section 8.4     Directors' and Officers' Indemnification...............33

       Section 8.5     Employee Benefits......................................34

       Section 8.6     Litigation.............................................34

       Section 8.7     Additional Securities Regulatory Matters...............35

       Section 8.8     2000 Form 10-K.........................................35



                                       ii
<PAGE>   4

ARTICLE IX         CONDITIONS.................................................35

       Section 9.1     Conditions to Each Party's Obligation to Effect
                       the Merger.............................................35

ARTICLE X          TERMINATION, AMENDMENT AND WAIVER..........................35

       Section 10.1    Termination............................................35

       Section 10.2    Effect of Termination..................................36

       Section 10.3    Amendment..............................................37

       Section 10.4    Extension; Waiver......................................37

ARTICLE XI         GENERAL PROVISIONS.........................................38

       Section 11.1    Non-Survival of Representations and Warranties.........38

       Section 11.2    Notices................................................38

       Section 11.4    Third Party Beneficiaries..............................39

       Section 11.5    Severability...........................................39

       Section 11.6    Assignment.............................................39

       Section 11.7    Enforcement............................................39

       Section 11.8    Counterparts...........................................39

       Section 11.9    Entire Agreement.......................................39


ACQUISITION PROPOSAL..................32    CONTRACT..........................24
AGREEMENT..............................1    DESIGNATED PLAN...................20
ANTITRUST DIVISION....................27    DGCL...............................3
BASIC PLAN............................20    DISSENTING SHARES.................10
CANADIAN PLANS........................20    DISSENTING STOCKHOLDER............10
CLOSING................................6    EFFECTIVE TIME.....................6
CLOSING DATE...........................6    ENVIRONMENT.......................22
CODE...................................9    ENVIRONMENTAL EVENT...............21
COMMON STOCK PRICE.....................1    ENVIRONMENTAL LAW.................21
COMPANY................................1    ERISA.............................21
COMPANY CERTIFICATES...................8    ERISA AFFILIATE...................21
COMPANY COMMON STOCK...................1    EXCHANGE ACT.......................2
COMPANY DISCLOSURE SCHEDULE...........10    FTC...............................27
COMPANY FINANCIAL ADVISOR..............4    GAAP..............................14
COMPANY FINANCIAL STATEMENTS..........14    GOVERNMENTAL AUTHORITY............13
COMPANY INTELLECTUAL PROPERTY RIGHTS..23    GROUP..............................3
COMPANY MATERIAL ADVERSE EFFECT.......11    HSR ACT...........................13
COMPANY PERMITS.......................16    INDEPENDENT DIRECTORS..............5
COMPANY PLAN..........................21    INITIAL EXPIRATION DATE............2
COMPANY PREFERRED STOCK...............11    LIENS.............................12
COMPANY REGULATORY APPROVALS..........13    MERGER.............................1
COMPANY SEC REPORTS...................14    MERGER FILING......................6
COMPANY STOCK PLANS....................9    MINIMUM CONDITION..................1
COMPANY STOCKHOLDERS' APPROVAL........24    NASDAQ............................13
COMPANY SUBSIDIARY....................12    OFFER..............................1
CONFIDENTIALITY AGREEMENT.............31    OFFER DOCUMENTS....................3


                                       iii
<PAGE>   5



OPTION PAYMENT.........................9    STOCK RIGHTS......................11
OPTIONS................................9    STOCKHOLDER AGREEMENT..............1
OUTSIDE DATE..........................36    STOCKHOLDERS MEETING..............28
PARENT.................................1    SUBSIDIARY........................12
PARENT REPRESENTATIVES................31    SUBSIDIARY.........................1
PARENT REQUIRED STATUTORY APPROVALS...26    SUBSIDIARY COMMON STOCK............8
PAYING AGENT...........................8    SUPERIOR PROPOSAL.................33
PENSION PLAN..........................21    SURVIVING CORPORATION..............6
PROXY STATEMENT.......................29    TAX RETURN........................19
RELEASE...............................22    TAXES.............................18
SCHEDULE 14D9..........................4    TOP HAT PLAN......................20
SCHEDULE TO............................3    VIOLATION.........................16
SEC....................................2    WELFARE PLAN......................21
SECURITIES ACT........................12


                                       iv
<PAGE>   6

                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER, dated as of February 22, 2001 (this
"AGREEMENT"), is made and entered into by and among Inveresk Research Group
Limited, a corporation incorporated under the laws of Scotland ("PARENT"),
Indigo Acquisition Corp., a Delaware corporation and an indirectly wholly-owned
subsidiary of Parent ("SUBSIDIARY"), and ClinTrials Research Inc., a Delaware
corporation (the "COMPANY").

                                   BACKGROUND

         WHEREAS, the Boards of Directors of Parent, Subsidiary and the Company
have approved the acquisition of the Company by Parent upon the terms and
subject to the conditions set forth in this Agreement;

         WHEREAS, in furtherance of such acquisition, Parent, Subsidiary and the
Company have agreed that, upon the terms and subject to the conditions set forth
in this Agreement, Subsidiary shall commence an offer (as amended or
supplemented in accordance with this Agreement, the "OFFER") to purchase for
cash all of the issued and outstanding shares of common stock, par value $0.01
per share, of the Company (the "COMPANY COMMON STOCK"), at a price per share of
$6.00, net to the seller in cash (such price, or such other price per share as
may be paid in the Offer, the "COMMON STOCK PRICE");

         WHEREAS, the boards of directors of Parent, Subsidiary and the Company
have each approved this Agreement and the merger of Subsidiary with and into the
Company (the "MERGER"), upon the terms and subject to the conditions set forth
in this Agreement, whereby each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time (as defined in Section 2.2),
other than shares of Company Common Stock owned directly or indirectly by
Parent, Subsidiary or the Company and Dissenting Shares (as defined in Section
4.7), will be converted into the right to receive the Common Stock Price;

         WHEREAS, the Board of Directors of the Company has resolved to
recommend that the holders of shares of Company Common Stock tender their shares
pursuant to the Offer and has approved, adopted and declared advisable this
Agreement and the Merger; and

         WHEREAS, concurrently with the execution and delivery of this Agreement
and as a condition and inducement to Parent's and Subsidiary's willingness to
enter into this Agreement, Parent, Subsidiary and certain stockholders of the
Company have entered into an agreement (the "STOCKHOLDER AGREEMENT") pursuant to
which those stockholders have agreed to tender their shares of Company Common
Stock in response to the Offer and to vote their shares of Company Common Stock
in favor of the Merger and against any competing transaction, subject to the
terms and conditions set forth therein; and

         WHEREAS, Parent, Subsidiary and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Offer and the Merger;

         NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, agree as follows:


<PAGE>   7

                                   ARTICLE I

                                    THE OFFER

         Section 1.1     THE OFFER.

         (a) Subject to the provisions of this Agreement, and provided that this
Agreement shall not have been terminated in accordance with Section 10.1 and so
long as none of the events or circumstances set forth in Annex A hereto shall
have occurred and be continuing, not later than the seventh business day
following the date of public announcement of the execution of this Agreement,
Parent shall cause Subsidiary to commence (within the meaning of Rule 14d-2
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the
Offer at a price equal to the Common Stock Price for each share of Company
Common Stock. The obligations of Subsidiary to consummate the Offer, to accept
for payment and to pay for any shares of Company Common Stock tendered pursuant
to the Offer and not withdrawn prior to the expiration of the Offer shall be
subject solely to those conditions set forth in ANNEX A. It is agreed that the
conditions to the Offer set forth on ANNEX A are solely for the benefit of
Subsidiary and may be asserted only by Subsidiary and Subsidiary expressly
reserves the right, in its sole discretion, to waive any such condition;
PROVIDED, HOWEVER, that without the prior written consent of the Company,
Subsidiary shall not waive the Minimum Condition (as defined in ANNEX A). The
initial expiration date of the Offer (the "INITIAL EXPIRATION DATE") shall be
the 20th business day following the commencement of the Offer (within the
meaning of Rule 14d-2 under the Exchange Act).

         (b) Subsidiary expressly reserves the right, in its sole discretion, to
modify and make changes to the terms and conditions of the Offer; PROVIDED,
HOWEVER, that without the prior written consent of the Company, no modification
or change may be made which (i) decreases the Common Stock Price (except as
permitted by Section 1.5); (ii) changes the form of consideration payable in the
Offer (other than by adding consideration); (iii) changes the Minimum Condition;
(iv) limits the number of shares of Company Common Stock sought pursuant to the
Offer; (v) changes the material conditions to the Offer in a manner adverse to
the holders of the Company Common Stock; or (vi) imposes additional material
conditions to the Offer. Notwithstanding the foregoing, Subsidiary may, without
the consent of the Company, (i) extend and re-extend the Offer on one or more
occasions for such period as may be determined by Subsidiary in its sole
discretion (each such extension period not to exceed 20 business days at a
time), if at the then-scheduled expiration date of the Offer any of the
conditions to Subsidiary's obligations to accept for payment and pay for shares
of Company Common Stock shall not be satisfied or waived; (ii) extend and
re-extend the Offer for any period required by any rule, regulation,
interpretation or position of the Securities and Exchange Commission (the "SEC")
or the staff thereof applicable to the Offer; and (iii) extend and re-extend the
Offer on one or more occasions for an aggregate period of not more than 15
business days if the Minimum Condition has been satisfied but less than 90% of
the outstanding Company Common Stock (on a fully diluted basis) has been validly
tendered and not properly withdrawn as of the Initial Expiration Date; provided,
however, that from and after any extension pursuant to this clause (iii),
Subsidiary shall be deemed to have waived the conditions to the Offer set forth
in ANNEX A, other than the Minimum Condition and except insofar as the
conditions relate to or are based upon (x) the illegality of the consummation of
the Offer or the Merger; (y) breach by the Company of any covenant contained in
this Agreement; or (z) failure of any representation or warranty made by the
Company in this Agreement to be true and correct as of the date of this
Agreement. Notwithstanding the foregoing, if requested by the Company,
Subsidiary shall, and Parent agrees to cause Subsidiary to, extend the Offer on
one or more occasions (but in no event beyond the Outside Date (as defined in
Section 10.1(b))) if at the then-scheduled expiration date of the Offer any of
the conditions to Subsidiary's obligations to accept for payment and pay for
shares of Company Common Stock shall not be satisfied or waived and all such
conditions are reasonably capable of being satisfied. Subject to the terms and
the conditions of the Offer and this Agreement, as soon as practicable after
expiration of the


                                       2
<PAGE>   8


Offer, Subsidiary shall accept for payment and pay for, and Parent shall cause
Subsidiary to accept for payment and pay for, all shares of Company Common Stock
validly tendered and not withdrawn pursuant to the Offer. Parent shall provide
or cause to be provided to Subsidiary the funds necessary to pay for such shares
of Company Common Stock on a timely basis. Notwithstanding the foregoing,
Subsidiary may in its sole discretion elect to provide for a subsequent offering
period pursuant to, and on the terms required by, Rule 14d-11 under the Exchange
Act.

         (c) On the date of commencement of the Offer, Parent and Subsidiary
shall file with the SEC with respect to the Offer a Tender Offer Statement on
Schedule TO (together with all amendments and supplements thereto and including
all exhibits thereto, the "SCHEDULE TO") which will comply in all material
respects with the provisions of the Exchange Act and the rules and regulations
thereunder and other applicable United States federal securities laws, and will
contain the offer to purchase relating to the Offer and forms of the related
letter of transmittal and summary advertisement (such Schedule TO and the
documents included therein pursuant to which the Offer shall be made, together
with any supplements or amendments thereto and including the exhibits thereto,
are referred to herein collectively as the "OFFER DOCUMENTS"). Parent shall
deliver copies of the proposed forms of the Offer Documents to the Company in
advance of the commencement of the Offer for review and comment by the Company
and its counsel prior to the commencement of the Offer. To the extent reasonably
practicable under the circumstances, the Company and its counsel shall be given
a reasonable opportunity to review any amendments and supplements to the initial
Offer Documents prior to their filing with the SEC or dissemination to the
Company's stockholders. Parent shall advise the Company and its counsel of any
comments that Subsidiary, Parent or their counsel may receive from the SEC or
its staff with respect to the Offer Documents promptly after the receipt thereof
and shall provide copies of any comments that are provided by the SEC or its
staff in writing. Each of the Company, Parent and Subsidiary shall promptly
correct any information provided by it for use in the Offer Documents that shall
have become false or misleading in any material respect and Parent and
Subsidiary further agree to take all steps necessary to cause the Schedule TO as
so corrected to be filed with the SEC and the other Offer Documents as so
corrected to be disseminated to the stockholders of the Company, in each case,
as and to the extent required by applicable United States federal securities
laws.

         Section 1.2     COMPANY ACTIONS.

         (a) The Company hereby approves of and consents to the Offer and
represents and warrants that (i) its Board of Directors, at a meeting duly
called and held on February 22, 2001, has duly and unanimously adopted
resolutions declaring the advisability of this Agreement and approving the
Offer, the Merger, this Agreement and the transactions contemplated hereby,
determining that the terms of the Offer and the Merger are fair to, and in the
best interests of, the Company's stockholders and recommending that the
Company's Stockholders accept the Offer and tender their respective shares of
Company Common Stock to Subsidiary and, if required, adopt this Agreement and
approve the Merger and the other transactions contemplated hereby; and (ii) the
Company has approved the execution, delivery and performance of the Stockholder
Agreement and has taken all necessary action to ensure that the restrictions
contained in Section 203 of the Delaware General Corporation Law (the "DGCL")
applicable to an "interested stockholder" or a "business combination" (as
defined in Section 203 of the DGCL) will not apply to the Stockholder Agreement,
the Offer, the Merger, this Agreement or the transactions contemplated hereby or
thereby. Subject to Sections 7.1(d) and 8.2(b), the Company hereby consents to
the inclusion in the Offer Documents of the recommendations of the Company's
Board of Directors described in this Section 1.2(a). The Company has been
advised by each of the directors and executive officers listed on SCHEDULE 1.2
that such person intends to tender all shares of Company Common Stock owned by
such person pursuant to the Offer.


                                       3
<PAGE>   9

         (b) The Company shall file with the SEC on the date of the commencement
of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together
with all amendments and supplements thereto and including the exhibits thereto,
the "SCHEDULE 14D-9"), which shall comply in all material respects with the
provisions of the Exchange Act and the rules and regulations thereunder and
other applicable United States federal securities laws, and, subject to Sections
7.1(d) and 8.2(b), will contain the recommendations of the Company's Board of
Directors referred to in subsection (a) above, and shall disseminate the
Schedule 14D-9 to the Company's stockholders. The Company shall deliver the
proposed forms of the Schedule 14D-9 to Parent and its counsel as far in advance
of the commencement of the Offer as is reasonably practicable under the
circumstances for review and comment by Parent and its counsel. Parent and its
counsel shall be given a reasonable opportunity to review and comment on any
amendments and supplements to the Schedule 14D-9 prior to their filing with the
SEC or dissemination to the Company's stockholders. The Company shall provide
Parent and its counsel in writing any comments that the Company or its counsel
may receive from the SEC or its staff with respect to the Schedule 14D-9
promptly after receipt thereof. Each of the Company, Parent and Subsidiary shall
promptly correct any information provided by it for use in the Schedule 14D-9
that shall have become false or misleading in any material respect and the
Company further agrees to take all steps necessary to cause such Schedule 14D-9
as so corrected to be filed with the SEC and disseminated to the Company's
stockholders, as and to the extent required by applicable United States federal
securities laws.

         (c) ING Barings LLC (the "COMPANY FINANCIAL ADVISOR") has rendered to
the Company's Board of Directors its opinion to the effect that, as of the date
of this Agreement, the Common Stock Price to be received pursuant to the Offer
and the Merger by the holders of Company Common Stock is fair, from a financial
point of view, to such holders (other than Parent and its affiliates). The
Company has been informed that the Company Financial Advisor will permit the
inclusion of the opinion in its entirety and, subject to prior review and
consent by the Company Financial Advisor, a reference to the opinion, in the
Schedule 14D-9 and the Proxy Statement (as defined in Section 7.1(d)).

         Section 1.3     STOCKHOLDER LISTS. In connection with the Offer, the
Company shall promptly furnish to, or cause to be furnished to, Parent and
Subsidiary mailing labels, security position listings, a list of non-objecting
beneficial owners and any available listing or computer file containing the
names and addresses of the record holders of the shares of Company Common Stock
as of a recent date and of those persons becoming record holders subsequent to
such date (to the extent available), together with all other relevant
information in the Company's possession or control regarding the beneficial
owners of shares of Company Common Stock and shall furnish Parent and Subsidiary
with such additional information and assistance as Parent, Subsidiary or their
respective agents may reasonably request in communicating the Offer to the
record and beneficial holders of shares of Company Common Stock. Subject to the
requirements of applicable law, and except for such steps as are necessary to
disseminate the Offer Documents and any other documents necessary to consummate
the Offer and the Merger (including, without limitation, the solicitation of
stockholder votes), Parent and Subsidiary shall, and shall cause each of their
agents to, hold the information contained in any of such labels and lists in
confidence, use such information only in connection with the Offer and the
Merger, and, if this Agreement is terminated, will, upon request, deliver, and
will use their reasonable efforts to cause their agents to deliver to the
Company or destroy, all copies of such information or extracts therefrom then in
their possession or under their control.

         Section 1.4     DIRECTORS; SECTION 14(f).

         (a) Effective upon the acceptance for payment of and payment for shares
of Company Common Stock by Subsidiary or any of its affiliates pursuant to the
Offer, Parent shall be entitled to designate such number of directors of the
Board of Directors as determined by Parent, rounded up to the next whole number,
for election or appointment to the Board of Directors of the Company as will
give



                                       4
<PAGE>   10

Parent, subject to compliance with Section 14(f) of the Exchange Act,
representation on the Board of Directors of the Company equal to the product of
(i) the total number of directors on the Board of Directors of the Company and
(ii) the percentage that the number of shares of Company Common Stock
beneficially owned by Subsidiary and Parent (including shares of Company Common
Stock so accepted for payment and purchased) bears to the number of shares of
Company Common Stock then outstanding. In furtherance thereof, concurrently with
such acceptance for payment and payment for such shares of Company Common Stock
the Company shall, upon request of Parent or Subsidiary and in compliance with
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder,
promptly take all action necessary to cause such designees of Parent and
Subsidiary to be so elected or appointed to the Company's Board of Directors,
including seeking and accepting resignations of incumbent directors, and,
subject to applicable law, the Company shall cause such designees of Parent and
Subsidiary to be so elected or appointed. At such time, the Company shall, if
requested by Parent or Subsidiary and subject to applicable law, cause persons
designated by Parent and Subsidiary to constitute at least the same percentage
(rounded up to the next whole number) as is on the Company's Board of Directors
of (i) each committee of the Company's Board of Directors; (ii) each board of
directors (or similar body) of each subsidiary of the Company; and (iii) each
committee (or similar body) of each such board. Subject to applicable law, the
Company shall promptly take all action reasonably requested by Parent in order
to effect any such election or appointment, including mailing to its
stockholders the information required by Section 14(f) of the Exchange Act and
Rule 14(f)-1 promulgated thereunder as part of the Schedule 14D-9 initially
filed with the SEC and distributed to the stockholders of the Company (or, at
Parent's request, furnishing such information to Parent for inclusion in the
Offer Documents initially filed with the SEC and distributed to the stockholders
of the Company) as is necessary to enable Subsidiary's designees to be elected
to the Company's Board of Directors; provided, however, that Parent and
Subsidiary shall be solely responsible for providing information regarding
Parent and Subsidiary, their nominees, and their affiliates for inclusion in any
such filing or filings.

         (b) Notwithstanding the foregoing, (i) the Company shall use its best
efforts to ensure that, if Parent's and Subsidiary's designees are elected to
the Board of Directors of the Company, such Board of Directors shall have, at
all times prior to the Effective Time (as defined in Section 2.2), at least two
directors (chosen by the existing directors to continue serving in such
capacity) who are directors on the date of this Agreement and who are not
officers or affiliates of the Company (it being understood that for purposes of
this sentence, a director of the Company shall not be deemed an affiliate of the
Company solely as a result of his status as a director of the Company), Parent
or any of their respective subsidiaries (the "INDEPENDENT DIRECTORS"); (ii) if
the number of Independent Directors shall be reduced below two for any reason
whatsoever, the remaining Independent Director may designate a person to fill
such vacancy who is not an officer, employee or affiliate of the Company,
Parent, or any of their respective subsidiaries and such person shall be deemed
to be an Independent Director for purposes of this Agreement; and (iii) if no
Independent Directors then remain, the other directors may designate two persons
to fill such vacancies who shall not be officers or affiliates of the Company,
Parent or any of their respective subsidiaries, and such persons shall be deemed
to be Independent Directors for purposes of this Agreement.

         (c) Prior to the Effective Time and from and after the time that
Parent's and Subsidiary's designees constitute a majority of the Company's Board
of Directors, if applicable, (i) any amendment or any termination of this
Agreement by the Company; (ii) any extension of time for performance of any of
the obligations of Parent or Subsidiary pursuant to this Agreement for which the
Company's consent or approval is required; (iii) any amendment to the Company's
Certificate of Incorporation or Bylaws; (iv) any extension of time for
performance or waiver of compliance with any covenant of Parent or Subsidiary or
any condition to any obligation of the Company or of any of the Company's rights
under this Agreement; (v) any amendment or withdrawal by the Company's Board of
Directors of its recommendation of the Merger pursuant to Section 7.1(d); and
(vi) the removal or replacement of the



                                       5
<PAGE>   11

Independent Directors may be effected only by the action of a majority of the
Independent Directors, which action shall be deemed to constitute the action of
the full Board of Directors of the Company (and any committee specifically
designated by the Board of Directors of the Company) to approve the actions
contemplated hereby and no other action on the part of the Company, including
any action by any other director of the Company shall be required for such
authorization; PROVIDED, HOWEVER, that, if there shall be no Independent
Directors, such actions may be effected by majority vote of the entire Board of
Directors of the Company.

         Section 1.5     ADJUSTMENT TO COMMON STOCK PRICE. If, following the
date of this Agreement, (i) the Company shall split, combine or reclassify any
shares of Company Common Stock, or declare or pay any dividend or other
distribution or (ii) the Company shall have outstanding a number of shares of
Company Common Stock in excess of the number represented in Section 5.2 to be
issued and outstanding plus the number of shares permitted to be issued pursuant
to the express provisions of this Agreement; then, in any such event, and in
addition to any other rights and remedies that may be available to it, Parent
and Subsidiary may (but need not) proportionately adjust the Common Stock Price
to reflect that change.

                                   ARTICLE II

                                   THE MERGER

         Section 2.1     THE MERGER. Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 2.2), in accordance with
this Agreement and the DGCL, Subsidiary shall be merged with and into the
Company and the separate existence of Subsidiary shall thereupon cease. The
Company in its capacity as the surviving corporation in the Merger is sometimes
referred to in this Agreement as the "SURVIVING CORPORATION."

         Section 2.2     EFFECTIVE TIME OF THE MERGER. The Merger shall become
effective at the time (such time, the "EFFECTIVE TIME") of the filing of a
certificate of merger (in such form as required by and executed in accordance
with the relevant provisions of the DGCL) with the Secretary of State of the
State of Delaware in accordance with the DGCL (the "MERGER FILING"). The Merger
Filing shall be made simultaneously with or as soon as practicable following the
Closing (as defined in Section 2.4).

         Section 2.3     EFFECTS OF THE MERGER. The Merger shall have the
effects set forth in the applicable provisions of the DGCL. Without limiting the
generality of the foregoing, at the Effective Time, except as otherwise provided
in this Agreement, all the property, rights, privileges, powers and franchises,
and all and every other interest, of Subsidiary and the Company shall vest in
the Surviving Corporation, and all debts, liabilities and duties of Subsidiary
and the Company shall become the debts, liabilities and duties of the Surviving
Corporation.

         Section 2.4     CLOSING. Subject to the satisfaction or waiver of the
conditions to the obligations of the parties to effect the Merger set forth
herein, the consummation of the Merger (the "CLOSING") will take place as
promptly as practicable, but in no event later than 10:00 a.m. on the fifth
business day following the satisfaction or waiver of all the conditions (other
than conditions which by their nature are to be satisfied at Closing, but
subject to the satisfaction or waiver of those conditions) to the obligations of
the parties to effect the Merger set forth herein (the "CLOSING DATE"), at the
offices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New
York, unless another time, date or place is agreed to by the parties hereto in
writing.


                                       6
<PAGE>   12

                                  ARTICLE III

                      THE SURVIVING AND PARENT CORPORATIONS

         Section 3.1     CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of the Company as in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation of the Surviving Corporation
after the Effective Time until thereafter amended in accordance with its terms
and the DGCL.

         Section 3.2     BYLAWS. The Bylaws of Subsidiary as in effect
immediately prior to the Effective Time shall be the Bylaws of the Surviving
Corporation after the Effective Time and (subject to Section 8.4(a) hereof)
thereafter may be amended in accordance with their terms and as provided by the
Certificate of Incorporation of the Surviving Corporation and the DGCL.

         Section 3.3     DIRECTORS. From and after the Effective Time, the
directors of the Surviving Corporation shall be those individuals appointed by
Parent in its capacity as sole stockholder of the Surviving Corporation and
shall serve in accordance with the certificate of incorporation and bylaws of
the Surviving Corporation until their respective successors are duly elected or
appointed and qualified or until their earlier death, resignation or removal.

         Section 3.4     OFFICERS. From and after the Effective Time, the
officers of the Surviving Corporation shall be those individuals appointed by
the Board of Directors of the Surviving Corporation which has been appointed by
Parent in its capacity as sole stockholder of the Surviving Corporation and such
officers shall serve in accordance with the bylaws of the Surviving Corporation
until their respective successors are duly elected or appointed and qualified or
until their earlier death, resignation or removal.

                                   ARTICLE IV

       EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS;
                            SURRENDER OF CERTIFICATES

         Section 4.1     CONVERSION OF COMPANY COMMON STOCK IN THE MERGER. At
the Effective Time, by virtue of the Merger and without any action on the part
of any holder of any capital stock of Parent, Subsidiary or the Company:

         (a) each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares canceled pursuant to
Section 4.1(b) and any Dissenting Shares (as defined in Section 4.7)) shall be
converted into the right to receive the Common Stock Price, payable to the
holder thereof, in each case without interest, less any required withholding
taxes, upon surrender of the certificate formerly representing such share of the
Company Common Stock and such other documents as reasonably may be required in
accordance with Section 4.3. All such shares of Company Common Stock, when so
converted, no longer shall be outstanding and automatically shall be cancelled
and retired and shall cease to exist, and each holder of a certificate
representing any such shares of Company Common Stock shall cease to have any
rights with respect thereto, except the right to receive the Common Stock Price
per share therefor, without interest, upon the surrender of such certificate in
accordance with Section 4.3 or to perfect any rights of appraisal as a holder of
Dissenting Shares that such holder may have pursuant to the DGCL; and

         (b) each share of capital stock of the Company, if any, owned by Parent
or Subsidiary or held in treasury by the Company or any subsidiary of the
Company immediately prior to the Effective Time automatically shall be canceled
and retired and shall cease to exist and no cash or other consideration shall be
delivered or deliverable in exchange therefor.


                                       7
<PAGE>   13

         Section 4.2     CONVERSION OF SUBSIDIARY SHARES. At the Effective Time,
by virtue of the Merger and without any action on the part of Parent as the sole
stockholder of Subsidiary, each issued and outstanding share of common stock,
par value $0.01 per share, of Subsidiary ("SUBSIDIARY COMMON STOCK") that is
issued and outstanding prior to the Effective Time shall be converted into and
become one fully paid and nonassessable share of common stock, par value $0.01
per share, of the Surviving Corporation.

         Section 4.3     SURRENDER AND EXCHANGE OF CERTIFICATES.

         (a) Prior to the Effective Time, Parent shall designate a bank or trust
company reasonably acceptable to the Company to act as paying agent in the
Merger (the "PAYING AGENT"), and prior to the Effective Time, Parent shall
deposit, or cause the Surviving Corporation to deposit with the Paying Agent,
cash in the amount necessary for the payment of the aggregate merger
consideration as provided in Section 4.1 upon surrender of certificates formerly
representing shares of Company Common Stock in the manner provided in Section
4.3(b). Funds made available to the Paying Agent shall be invested by the Paying
Agent as directed by Parent (it being understood that any and all interest or
income earned on funds deposited with the Paying Agent pursuant to this
Agreement shall be turned over to Parent).

         (b) Promptly after the Effective Time, Parent shall cause the Paying
Agent to mail to each holder of record of a certificate or certificates that
immediately prior to the Effective Time represented outstanding shares of
Company Common Stock (the "COMPANY CERTIFICATES") whose shares were converted
into the right to receive the Common Stock Price pursuant to Section 4.1 (i) a
letter of transmittal which shall specify that delivery shall be effected, and
risk of loss and title to the Company Certificates shall pass, only upon actual
delivery of the Company Certificates to the Paying Agent and shall be in such
form and have such other provisions as Parent may reasonably specify, and (ii)
instructions for use in effecting the surrender of the Company Certificates in
exchange for the Common Stock Price. Upon surrender of Company Certificates for
cancellation to the Paying Agent, together with a duly executed letter of
transmittal and such other documents as the Paying Agent shall reasonably
require, the holder of such Company Certificates shall be entitled to receive in
exchange therefor the Common Stock Price for each share of Company Common Stock
formerly represented thereby, in accordance with Section 4.1(a), and the Company
Certificates so surrendered shall be canceled. In the event of a transfer of
ownership of shares of Company Common Stock that is not registered in the
transfer records of the Company, a check representing the proper amount of
merger consideration may be issued to a transferee if the Company Certificate
representing such shares of Company Common Stock is presented to the Paying
Agent accompanied by all documents and endorsements reasonably required to
evidence and effect such transfer and by evidence that any applicable stock
transfer taxes have been paid. Until surrendered as provided in this Section
4.3, each Company Certificate shall be deemed at any time after the Effective
Time to represent only the right to receive upon such surrender the Common Stock
Price for each share of Company Common Stock represented thereby. No interest
will be paid or accrue on any amounts payable upon surrender of any Company
Certificate.

         (c) Promptly following the date which is six months after the Effective
Time, the Paying Agent shall deliver to Parent all cash and any documents in its
possession relating to the transactions described in this Agreement, and the
Paying Agent's duties shall terminate. Thereafter, each holder of a Company
Certificate may surrender such Company Certificate to the Surviving Corporation
or Parent and (subject to applicable abandoned property, escheat or other
similar laws) receive in exchange therefor the Common Stock Price, payable upon
due surrender of their Company Certificates without any interest thereon.
Notwithstanding the foregoing, none of the Paying Agent, Parent, Subsidiary, the
Company or the Surviving Corporation shall be liable to a holder of shares of
Company Common Stock for any



                                       8
<PAGE>   14

amounts properly delivered to a public official pursuant to any applicable
abandoned property, escheat or other similar laws.

         (d) If any Company Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Company Certificate to be lost, stolen or destroyed, the Paying Agent shall
issue in exchange for such lost, stolen or destroyed Company Certificate the
Common Stock Price deliverable in respect thereof determined in accordance with
this Article IV; PROVIDED, HOWEVER, that Parent or the Paying Agent may, in its
discretion, require the delivery of a reasonable indemnity or bond against any
claim that may be made against the Surviving Corporation with respect to such
Company Certificate or ownership thereof.

         Section 4.4     TAX WITHHOLDING. Each of Parent and Surviving
Corporation shall be entitled to deduct and withhold from the consideration
otherwise payable pursuant to this Agreement to any former holder of shares of
Company Common Stock such amounts as Parent or Surviving Corporation is required
to deduct and withhold with respect to the making of such payment under the
Internal Revenue Code of 1986, as amended (the "CODE"), or any other provision
of federal, state, local or foreign tax law. To the extent that amounts are so
withheld by Parent or Surviving Corporation, such withheld amounts shall be
treated for all purposes of this Agreement as having been paid to the former
holder of the shares of Company Common Stock in respect of which such deduction
and withholding was made by Parent.

         Section 4.5     CLOSING OF THE COMPANY'S TRANSFER BOOKS. At and after
the Effective Time, holders of Company Certificates shall cease to have any
rights as stockholders of the Company, except for the right to receive the
Common Stock Price pursuant to Section 4.1, without interest. At the Effective
Time, the stock transfer books of the Company shall be closed and no transfer of
shares of Company Common Stock which were outstanding immediately prior to the
Effective Time shall thereafter be made. If, after the Effective Time, subject
to the terms and conditions of this Agreement, Company Certificates formerly
representing shares of Company Common Stock are presented to the Surviving
Corporation, they shall be canceled and exchanged for the Common Stock Price in
accordance with this Article IV.

         Section 4.6     OPTION PLANS; RESTRICTED STOCK.

         (a) As of the Effective Time, each of the then outstanding stock
options, warrants and other rights to purchase Company Common Stock (the
"OPTIONS") granted under any stock option or compensation plan or arrangement of
the Company (the "COMPANY STOCK PLANS"), whether or not then vested or
exercisable, shall automatically be cancelled, and each holder of any Option
thereafter shall be entitled (subject to the provisions set forth in this
Section 4.6(a)) to be paid by the Surviving Corporation with respect to each
share subject to the Option an amount in cash (subject to any applicable
withholding taxes) equal to the excess, if any, of the Common Stock Price over
the applicable exercise price of such Option (the "OPTION PAYMENT"). The
Surviving Corporation shall make each Option Payment to the Option holder at the
Effective Time. Prior to the Effective Time, the Company will obtain all
consents and make all amendments, if any, to the terms of the Company Stock
Plans and each outstanding award agreement issued thereunder, as applicable,
that are necessary to give effect to the provisions of this Section 4.6(a).

         (b) Upon the consummation of the Merger, each holder of a restricted
share of Company Common Stock outstanding at the Effective Time shall be
entitled to receive the Common Stock Price payable with respect to such
restricted share in accordance with the restricted stock agreement or other
agreement applicable to such restricted share. The Surviving Corporation shall
make such payment to the holder at the Effective Time.



                                       9
<PAGE>   15

         (c) The Company shall take all actions as may be necessary to
terminate, as of the Closing Date, any long-term incentive plan, employee stock
purchase plan or any other similar equity based plan or portion of such plan
providing for equity-based compensation.

         Section 4.7     DISSENTING SHARES.

         (a) Notwithstanding any provision of this Agreement to the contrary,
any issued and outstanding shares of Company Common Stock ("DISSENTING SHARES")
held by a Dissenting Stockholder (as defined below) shall not be converted into
the Common Stock Price but shall become the right to receive such consideration
as may be determined to be due to such Dissenting Stockholder pursuant to the
DGCL; PROVIDED, HOWEVER, that each share of Company Common Stock outstanding
immediately prior to the Effective Time and held by a Dissenting Stockholder
who, after the Effective Time, withdraws his demand or fails to perfect or
otherwise loses his right of appraisal, pursuant to the DGCL, shall be deemed to
be converted as of the Effective Time into the right to receive the Common Stock
Price, without interest. As used in this Agreement, "DISSENTING STOCKHOLDER"
means any record holder or beneficial owner of shares of Company Common Stock
who does not vote for the Merger and complies with all provisions of the DGCL
(including all provisions of Section 262 of the DGCL) concerning the right of
holders of Company Common Stock to dissent from the Merger and obtain fair value
for their shares.

         (b) At all times prior to the Effective Time, the Company shall give
Parent (i) prompt notice of any demands for appraisal pursuant to the applicable
provisions of the DGCL received by the Company, withdrawals of such demands, and
any other instruments served pursuant to the DGCL and received by the Company
and (ii) the opportunity to direct all negotiations and proceedings with respect
to demands for appraisal under the DGCL. The Company shall not at any time prior
to the Effective Time, except with the prior written consent of Parent, make any
payment with respect to any such demands for appraisal, or settle, or offer to
settle, or otherwise negotiate any such demands.

         Section 4.8     FURTHER ASSURANCES. At and after the Effective Time,
the officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of the Company or Subsidiary, any
deeds, bills of sale, assignments or assurances and to take and do, in the name
and on behalf of the Company or Subsidiary, any other actions and things to
vest, perfect or confirm of record or otherwise in the Surviving Corporation any
and all right, title and interest in, to and under any of the rights, properties
or assets acquired or to be acquired by the Surviving Corporation as a result
of, or in connection with, the Merger.

                                   ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to Parent and Subsidiary that,
except as set forth in the disclosure schedule delivered by the Company to
Parent prior to the execution and delivery of this Agreement and referring to
the representations and warranties in this Agreement (the "COMPANY DISCLOSURE
SCHEDULE"):

         Section 5.1     ORGANIZATION AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
own, license, use, lease and operate its assets and properties and to carry on
its business as it is now being carried on. The Company is qualified to transact
business and is in good standing (with respect to jurisdictions that recognize
such concept) in each jurisdiction in which the properties owned, license, used,
leased or operated by it or the nature of the business conducted by it



                                       10
<PAGE>   16

makes such qualification necessary, except where the failure to be so qualified,
would not have a Company Material Adverse Effect. As used in this Agreement, a
"COMPANY MATERIAL ADVERSE EFFECT" means a material adverse effect on the
business, assets, condition (financial or otherwise), prospects or results of
operations of the Company and its subsidiaries, taken as a whole, or on the
transactions contemplated by this Agreement. The Company has heretofore made
available to Parent and Subsidiary complete and correct copies of the
Certificate of Incorporation, Bylaws and minute books of the Company as in
effect on the date of this Agreement.

         Section 5.2     CAPITALIZATION.

         (a) The authorized capital stock of the Company consists solely of
50,000,000 shares of Company Common Stock and 1,000,000 shares of preferred
stock, par value $0.01 per share ("COMPANY PREFERRED STOCK"). As of the date of
this Agreement, (i) 18,402,172 shares of Company Common Stock were issued and
outstanding, all of which were duly and validly issued and are fully paid,
nonassessable and free of preemptive rights; (ii) no shares of Company Preferred
Stock were issued and outstanding; (iii) no shares of Company Common Stock and
no shares of Company Preferred Stock were held in the treasury of the Company;
and (iv) 2,179,504 shares of Company Common Stock were reserved for issuance
upon exercise, conversion or exchange of securities (the "STOCK RIGHTS") issued
and outstanding pursuant to the Company Stock Plans. Since February 22, 2001,
except as permitted by this Agreement, no shares of capital stock of the Company
have been issued except in connection with exercise, exchange or conversion of
the outstanding Stock Rights. SECTION 5.2 OF THE COMPANY DISCLOSURE SCHEDULE
completely and accurately sets forth (i) the name and principal features of each
Company Stock Plan and each restricted stock, phantom stock and other
equity-based compensation plan of the Company; (ii) the names of each holder of
Options, restricted stock or other rights awarded or held pursuant to any plan
described in clause (i); and (iii) for each holder described in clause (ii), the
number of shares issuable upon exercise of the holder's Options, the number of
shares of restricted stock held, the other rights held, and in each such
instance the applicable exercise price, vesting schedule, restrictions and other
equivalent provisions, including any acceleration of vesting, lapse of
restriction or other change that will or may be triggered by the Merger or the
occurrence of any other event contemplated by this Agreement.

         (b) No bonds, debentures, notes or other indebtedness of the Company
having the right to vote on any matters on which stockholders of the Company may
vote are authorized, issued or outstanding.

         (c) Except as otherwise set forth in this Section 5.2, there are no
outstanding subscriptions, options, calls, contracts, scrip, commitments,
understandings, restrictions, arrangements, rights, or warrants, stock
appreciation or other rights (contingent or other) including phantom stock
rights or preemptive rights, or rights of conversion or exchange under any
outstanding security, instrument or other agreement, obligating the Company or
any subsidiary of the Company to issue, deliver or sell, redeem or repurchase,
or cause to be issued, delivered or sold or repurchased, additional shares of
the capital stock of the Company or obligating the Company or any subsidiary of
the Company to grant, extend or enter into any such agreement or commitment and
there is no commitment of the Company or any subsidiary to distribute to holders
of any class of its capital stock, any dividends, distributions, evidences of
indebtedness or assets. Except as permitted by this Agreement, there are no
voting trusts, proxies or other agreements or understandings to which the
Company or any subsidiary of the Company is a party or is bound with respect to
the voting of any shares of capital stock of the Company and no shares of
capital stock of the Company are subject to transfer restrictions imposed by or
with the knowledge, consent or approval of the Company, or other similar
arrangements imposed by or with the knowledge, consent or approval of the
Company, except for restrictions on transfer imposed by the Securities Act of
1933, as amended (the "SECURITIES ACT"), and state securities laws. The Company
Common Stock constitutes the



                                       11
<PAGE>   17

only class of equity securities of Company or its subsidiaries registered or
required to be registered under the Exchange Act.

         Section 5.3     SUBSIDIARIES.

         (a) The only subsidiaries of the Company (each a "COMPANY SUBSIDIARY")
are those set forth in SECTION 5.3 OF THE COMPANY DISCLOSURE SCHEDULE. Except
for shares of, or ownership interests in, the Company Subsidiaries, the Company
does not own of record or beneficially, directly or indirectly, (i) any shares
of outstanding capital stock or securities convertible into or exchangeable or
exercisable for capital stock of any other corporation or (ii) any equity
interest in any limited or unlimited liability company, partnership, joint
venture or other business enterprise. Each Company Subsidiary is a corporation,
partnership, limited liability company or similar business entity duly
organized, validly existing and in good standing (with respect to jurisdictions
that recognize such concept) under the laws of the jurisdiction of its
incorporation or organization and has all requisite corporate, partnership or
limited liability company power and authority to own, use, license, lease and
operate its properties and assets and to carry on its business as it is now
being conducted. Each Company Subsidiary is duly qualified as a foreign
corporation to do business and is in good standing (with respect to
jurisdictions that recognize such concept), in each jurisdiction in which the
character of its properties and assets owned or leased or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified, individually or in the aggregate, would not have a Company Material
Adverse Effect. The Company has heretofore made available to Parent and
Subsidiary complete and correct copies of the minute books and the charter and
by-laws (or other comparable organizational documents) of all Company
Subsidiaries as in effect on the date of this Agreement.

         (b) All of the issued and outstanding shares of capital stock of or
other ownership interests in, each corporate subsidiary of the Company are
validly issued, fully paid, nonassessable and free of preemptive or similar
rights and are owned directly or indirectly by the Company free and clear of any
liens, claims, mortgages, hypothecs, pledges, charges, encumbrances, security
interests or adverse claims of any kind ("LIENS"). There are no subscriptions,
options, warrants, rights, calls, contracts, voting trusts, proxies or other
commitments, understandings, restrictions or arrangements relating to the
issuance, sale, voting, transfer, ownership or other rights with respect to any
shares of capital stock of or other ownership interest in any Company
Subsidiary, including any right of conversion or exchange under any outstanding
security, instrument or agreement. As used in this Agreement, the term
"SUBSIDIARY" means with respect to any party any corporation or other business
entity (i) of which such party or any other subsidiary of such party is a
general partner or (ii) of which securities or other ownership interests having
ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions with respect to such corporation or other
business entity are at the time owned by such party and/or one or more of such
party's subsidiaries.

         Section 5.4     AUTHORITY; NON-CONTRAVENTION; APPROVALS.

         (a) The Company has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby, subject, in the case of the consummation of the Merger, to the Company
Stockholders' Approval (as defined in Section 5.20), if required. This Agreement
and the consummation by the Company of the transactions contemplated hereby have
been approved by the Board of Directors of the Company, and no other corporate
proceedings on the part of the Company are necessary to authorize the execution
and delivery of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby, except for the Company
Stockholders' Approval, if required. This Agreement has been duly executed and
delivered by the Company and, assuming the due authorization, execution and
delivery of this Agreement by Parent and Subsidiary, constitutes a valid and
legally binding agreement of the



                                       12
<PAGE>   18

Company, enforceable against the Company in accordance with its terms except as
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and similar laws, both state and federal, affecting
the enforcement of creditors' rights or remedies in general as from time to time
in effect or (ii) the exercise by courts of equity powers.

         (b) Subject to obtaining the Company Stockholders' Approval, if
required, the execution, delivery and performance of this Agreement by the
Company and the consummation of the Offer, the Merger and the other transactions
contemplated hereby do not and will not violate, conflict with or result in a
breach of any provision of, or constitute a default (or an event which, with or
without notice or lapse of time or both, would constitute a default) under, or
result in the termination of, or the loss of a benefit under or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any Lien upon any of the properties or
assets of the Company or any Company Subsidiary under any of the terms,
conditions or provisions of (i) the respective certificates of incorporation or
bylaws of the Company or any Company Subsidiary (or, in the case of any Company
Subsidiary that is not a corporation, its comparable organizational documents);
(ii) any statute, law, ordinance, rule, regulation, judgment, decree, order,
injunction, writ, permit or license of any court or Governmental Authority (as
defined in Section 5.4(c)) applicable to the Company or any of its subsidiaries
or any of their respective properties or assets; or (iii) any note, bond,
mortgage, indenture, deed of trust, loan, credit agreement, license, franchise,
permit, concession, contract, lease or other instrument, obligation or agreement
of any kind to which the Company or any Company Subsidiary is now a party or by
which the Company or any Company Subsidiary or any of their respective
properties or assets may be bound or affected; other than (in the case of
clauses (ii) and (iii) above), such violations, conflicts, breaches, defaults,
terminations, accelerations or creations of Liens that would not, individually
or in the aggregate, have a Company Material Adverse Effect. None of the
Contracts (as defined in Section 5.22) described in Section 5.22(h), (i), (j) or
(l) requires the consent of a third party to enter into this Agreement or to
consummate the transactions contemplated hereby. Except for third party consents
the failure of which to obtain would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect, neither the
Company nor any Company Subsidiary is a party to any contract (excluding for
purposes of this representation any Contract described in Section 5.22(h), (i),
(j) or (l)) requiring the consent of a third party to the Company's execution
and delivery of this Agreement or to the consummation of the transactions
contemplated hereby.

         (c) Except for (i) the filings by the Company required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
ACT"); (ii) the filing of the Schedule 14D-9 and the Proxy Statement, if
required, with the SEC and such other reports under and such other compliance
with the Exchange Act and the Securities Act and the rules and regulations
thereunder as may be required in connection with this Agreement and the
transactions contemplated hereby; (iii) the making of the Merger Filing with the
Secretary of State of the State of Delaware in connection with the Merger; and
(iv) compliance with the rules and regulations of The NASDAQ Stock Market (the
"NASDAQ") (the filings and approvals referred to in clauses (i) through (iv) are
collectively referred to as the "COMPANY REGULATORY APPROVALS"), no declaration,
filing or registration with, or notice to, or authorization, consent, order or
approval of, any federal, state, local, municipal or foreign government, whether
national, regional or local, any instrumentality, subdivision, court,
administrative agency or commission or other authority thereof, or any
quasi-governmental or private body exercising any regulatory, taxing, importing
or other governmental or quasi-governmental authority (a "GOVERNMENTAL
AUTHORITY") is required to be obtained or made in connection with or as a result
of the execution and delivery of this Agreement by the Company or the
consummation by the Company of the Merger and the other transactions
contemplated hereby, other than such declarations, filings, registrations,
notices, authorizations, consents or approvals which, if not made or obtained,
as the case may be, would not, individually or in the aggregate, have a Company
Material Adverse Effect.


                                       13
<PAGE>   19

         Section 5.5     REPORTS AND FINANCIAL STATEMENTS.

         (a) Since January 1, 1996, the Company has filed with the SEC all
forms, statements, reports and documents (including all exhibits, post-effective
amendments and supplements thereto) required to be filed by it under each of the
Securities Act, the Exchange Act and the respective rules and regulations
promulgated thereunder, all of which, as amended (if applicable), complied in
all material respects, when filed with all applicable requirements of the
appropriate act and the rules and regulations thereunder. The Company has
previously delivered or made available to Parent copies (including all exhibits,
post-effective amendments and supplements thereto) of its (i) Annual Reports on
Form 10-K for the years ended December 31, 1999, December 31, 1998 and December
31, 1997, as filed with the SEC; (ii) definitive proxy and information
statements relating to all meetings of its stockholders (whether annual or
special) from December 31, 1997 until the date hereof; and (iii) all other
reports, including quarterly reports, and registration statements filed by the
Company with the SEC since December 31, 1997 (other than registration statements
filed on Form S-8) (the documents referred to in clauses (i), (ii) and (iii)
being referred to as the "COMPANY SEC REPORTS"). As of their respective dates
(or to the extent amended or superseded by a subsequent filing, with respect to
the information in such subsequent filing, or as of the date of the subsequent
filing), the Company SEC Reports did not or will not (as the case may be)
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. None
of the Company Subsidiaries is required to file any forms, reports, schedules,
statements or other documents with the SEC.

         (b) The audited consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-K for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited
consolidated interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the
"COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United
States generally accepted accounting principles ("GAAP") applied on a basis
consistent with prior periods and fairly presented the consolidated financial
position of the Company and the Company Subsidiaries as of the dates thereof and
the related consolidated statement of operations, cash flows and stockholders'
equity included in the Company SEC Reports fairly presented the consolidated
results of operations of the Company and the Company Subsidiaries for the
respective periods then ended (subject, in the case of unaudited interim
statements to normal year-end adjustments and the absence of certain footnote
disclosures).

         (c) As of the date of this Agreement, except as set forth in the
Company's Annual Report for the year ended December 31, 1999 or in any other
Company SEC Report filed since that Annual Report and prior to the date of this
Agreement, neither the Company nor any of its subsidiaries is a party to or
bound by (i) any "material contract" (as such term is defined in Item 601(b)(10)
of Regulation S-K of the SEC) or (ii) any non-competition agreement or any other
agreement or arrangement that limits the Company or any of its subsidiaries or
any of their respective affiliates, or that would, after the Effective Time
similarly limit Parent or the Surviving Corporation or any successor thereto,
from engaging or competing in any line of business or in any geographic area
after giving effect to the Merger.

         (d) The audited consolidated financial statements of the Company and
the Company Subsidiaries for the year ended December 31, 2000 will not differ in
any material respect from the unaudited consolidated financial statements of the
Company and the Company Subsidiaries for the year ended December 31, 2000
attached to SECTION 5.5(D) OF THE COMPANY DISCLOSURE SCHEDULE.

         Section 5.6     ABSENCE OF UNDISCLOSED LIABILITIES; AFFILIATE
                         TRANSACTIONS.


                                       14
<PAGE>   20

         (a) Except for matters reflected or reserved against in the balance
sheet for the period ended September 30, 2000 included in the Company Financial
Statements, neither the Company nor any of the Company Subsidiaries had at such
date or has incurred since that date any liabilities, obligations (whether
absolute, accrued, contingent or otherwise) or contingencies of any nature,
except (i) liabilities, obligations or contingencies (A) which are accrued or
reserved against in the Company Financial Statements or reflected in the notes
thereto or (B) which were incurred after September 30, 2000 in the ordinary
course of business and consistent with past practices; or (ii) liabilities,
obligations or contingencies which are of a nature not required to be reflected
in the consolidated financial statements of the Company and the Company
Subsidiaries prepared in accordance with GAAP consistently applied and which
were incurred in the ordinary course of business.

         (b) Except as specifically disclosed in the Company SEC Reports filed
prior to the date of this Agreement, there are no other transactions,
agreements, arrangements or understandings between the Company or the Company
Subsidiaries, on the one hand, and the Company's affiliates (other than
wholly-owned subsidiaries of the Company) or other Persons, on the other hand,
that would be required to be disclosed under Item 404 of Regulation S-K
promulgated under the Securities Act.

         Section 5.7     ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December
31, 1999, (a) neither the Company nor any Company Subsidiary has suffered or
experienced any change, event or development which has had or would reasonably
be expected to have, individually or in the aggregate, a Company Material
Adverse Effect; (b) the Company and the Company Subsidiaries have conducted
their respective businesses only in the ordinary course consistent with past
practice; and (c) neither the Company nor any of the Company Subsidiaries has
taken any action which, if taken after the date hereof, would constitute a
breach of any provision of Section 7.2

         Section 5.8     LITIGATION. Except as disclosed in the Company's Annual
Report for the year ended December 31, 1999 or in any Company SEC Report filed
since that Annual Report and prior to the date of this Agreement, there are no
claims, suits, actions, investigations or proceedings pending or, to the best
knowledge of the Company, threatened, against the Company or any Company
Subsidiary or relating to or affecting their respective properties, assets or
rights (including, without limitation, any claim based on a theory of product
liability), or any of their respective directors or officers, before any court,
governmental department, commission, agency, instrumentality or authority, or
any arbitration board or tribunal that seek to restrain the consummation of the
Merger or which if adversely determined either alone or with other similar
actions would reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect or to materially adversely affect the
Company's ability to perform its obligations under this Agreement. Except as
disclosed in the Company's Annual Report for the year ended December 31, 1999 or
in any Company SEC Report filed since that Annual Report and prior to the date
of this Agreement, none of the Company, any Company Subsidiary or any of its or
their respective directors or officers is subject to any judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or authority, or any arbitrator which prohibits or
restricts the consummation of the transactions contemplated hereby or would
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect.

         Section 5.9     INFORMATION SUPPLIED.

         (a) Each of the Schedule 14D-9 and the other documents required to be
filed by the Company with the SEC in connection with the Offer, the Merger and
the other transactions contemplated hereby, including the Proxy Statement (as
defined in Section 7.1(d)(iii)) will comply in all material respects with the
requirements of the Exchange Act and the rules and regulations promulgated
thereunder, and no such document, nor any of the written information supplied by
the Company to Parent for inclusion or incorporation by reference in the Offer
Documents and any other documents to be filed with



                                       15
<PAGE>   21

the SEC or disseminated to stockholders in connection with the Offer will on the
date of its filing or dissemination or on the date it is supplied, as the case
may be, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

         (b) Notwithstanding the foregoing, no representation or warranty is
made by the Company with respect to statements made or incorporated by reference
in any such documents filed by the Company with the SEC based on information
supplied in writing by Parent or any of its subsidiaries for inclusion or
incorporation by reference therein.

         Section 5.10    COMPLIANCE WITH LAWS. Neither the Company nor any
Company Subsidiary is or, since December 31, 1997, has received a notice of
default or been in default under or in violation of or has been charged with any
violation of, any law, statute, order, rule, regulation, ordinance or judgment
(including, without limitation, any applicable environmental, labor, export
control and foreign corrupt practices law, ordinance, decree or regulation) of
any Governmental Authority to which the Company or any Company Subsidiary or any
of their respective assets or properties is or was subject, except for defaults
or violations which would not, individually or in the aggregate, reasonably be
expected to have a Company Material Adverse Effect. The Company and the Company
Subsidiaries have all permits, licenses, franchises, variances, exemptions,
orders and other governmental authorizations, certificates, consents and
approvals necessary to conduct their businesses as presently conducted and to
own their assets and properties (collectively, the "COMPANY PERMITS"), except
for such permits, licenses, franchises, variances, exemptions, orders,
authorizations, certificates, consents and approvals the absence of which would
not have, individually or in the aggregate, a Company Material Adverse Effect.
All such material Company Permits are listed on SECTION 5.10 OF THE COMPANY
DISCLOSURE SCHEDULE. The Company and the Company Subsidiaries are not in
violation of the terms of any Company Permit, except for such violations which
have not had and would not reasonably be expected to have, individually or in
the aggregate, a Company Material Adverse Effect.

         Section 5.11 COMPLIANCE WITH AGREEMENTS. Neither the Company nor any
Company Subsidiary is in breach or violation of or in default in the performance
or observance of any term or provision of, and no event has occurred which, with
or without lapse of time, notice or action by a third party, would result in a
default under, or the loss of a benefit under, or the right to terminate or
accelerate (each a "VIOLATION") (a) the respective certificates of
incorporation, bylaws or similar organizational instruments of the Company or
any of the Company Subsidiaries, or (b) any contract, commitment, agreement,
indenture, mortgage, hypothec, loan agreement or credit agreement, note, lease,
bond, license, deed of trust, approval or other instrument to which the Company
or any of the Company Subsidiaries is a party or by which any of them is bound
or to which any of their properties or assets are subject, other than, in the
case of clause (b) of this Section 5.11, such breaches, violations and defaults
which have not had and would not reasonably be expected to have, individually or
in the aggregate, a Company Material Adverse Effect.

         Section 5.12    TAXES.

         (a) Each of the Company and the Company Subsidiaries has (i) duly filed
with the appropriate Governmental Authorities all Tax Returns required to be
filed by it for all periods ending on or prior to the Effective Time, and (ii)
duly paid in full or made adequate provision in accordance with GAAP for the
payment of all Taxes for all past and current periods. All Tax Returns filed by
the Company or any Company Subsidiary were true, correct and complete in all
material respects. There are no unresolved issues of law or fact arising out of
a notice of deficiency, proposed deficiency or assessment from the United States
Internal Revenue Service or any other governmental taxing authority



                                       16
<PAGE>   22

of the United States or any other country, whether national, regional or local,
with respect to Taxes of the Company or any of the Company Subsidiaries.

         (b) Neither the Company nor any Company Subsidiary has obtained an
extension of the time within which to file any Tax Return (whether national,
regional or local) which has not yet been filed or entered into agreements
providing for the extension of waiver of deadlines with respect to the
assessment or reassessment of any taxes.

         (c) The Company and the Company Subsidiaries have withheld and paid all
material Taxes required to have been withheld and paid in connection with
amounts paid or owing to any employee, creditor or independent contractor.

         (d) There are no material Liens for Taxes upon the assets of the
Company or any of the Company Subsidiaries other than Liens for Taxes not yet
due.

         (e) Neither the Company nor any Company Subsidiary has any liability
for the Taxes of any other person which is not included in the Company's Tax
Returns (i) under Section 1.1502-6 of the Treasury regulations or any similar
provision of state, local or foreign law (other than for a consolidated,
combined or unitary group the common parent of which was the Company); (ii) as a
transferee or successor; (iii) by contract; or (iv) otherwise. Neither the
Company nor any Company Subsidiary has agreed to make nor is required to make
any adjustment under Section 481 of the Code by reason of a change in accounting
method.

         (f) Neither the Company nor any Company Subsidiary is a party to or
bound by any obligations under any tax sharing, tax allocation, tax indemnity or
similar agreement or arrangement with any person or entity.

         (g) Neither the Company nor any Company Subsidiary has made any
payments, is obligated to make any payments, or is a party to any contract that
could require it to make any payments, that are not deductible as a result of
the provisions set forth in Section 162(m) or Section 280G of the Code or the
proposed Treasury regulations thereunder or would result in an excise tax
liability with respect to any such payment under Section 4999 of the Code.

         (h) No claim has ever been made by an authority in a jurisdiction where
any of the Company and the Company Subsidiaries does not file Tax Returns that
it is or may be subject to taxation by that jurisdiction. No power of attorney
currently in force has been granted by the Company or any of the Company
Subsidiaries with respect to any Tax matter. None of the Company and the Company
Subsidiaries has waived any statute of limitations in respect of Taxes or agreed
to any extension of time with respect to a Tax assessment or deficiency.

         (i) None of the Company and its Subsidiaries has filed a consent under
Section 341(f) of the Code concerning collapsible corporations.

         (j) SECTION 5.12 OF THE COMPANY DISCLOSURE SCHEDULE lists all
jurisdictions in which federal, state, provincial, local, and foreign Tax
Returns are filed with respect to any of the Company and the Company
Subsidiaries and indicates those Tax Returns that have been audited or that are
currently the subject of audit.

         (k) SECTION 5.12 OF THE COMPANY DISCLOSURE SCHEDULE sets forth the
following information with respect to each of the Company and the Company
Subsidiaries (or, in the case of clause (A) below, with respect to each of the
Company Subsidiaries) as of the most recent practicable date: (A) the basis of



                                       17
<PAGE>   23

the stockholder(s) of each Company Subsidiary in its stock (or the amount of any
excess loss account); (B) the amount of any net operating loss, net capital
loss, unused investment or other credit, unused foreign tax, or excess
charitable contribution allocable to the Company or any Company Subsidiary and
any limitations thereon; (C) the amount of any deferred gain or loss allocable
to the Company or any Company Subsidiary arising out of any deferred
intercompany transaction; (D) an estimate of the current and accumulated
earnings and profits of the Company and each Company Subsidiary; (E) any
partnership or other entity (other than the Company and the Company
Subsidiaries) in which the Company or any Company Subsidiary is an owner; (F)
all Tax rulings requested or received from any taxing authority.

         (l) The unpaid Taxes of the Company and the Company Subsidiaries at
September 30, 2000 did not, as of that date, exceed the reserve for Tax
liabilities (disregarding for this purpose any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) set forth
on the face of the balance sheet at September 30, 2000 included in the Company
Financial Statements.

         (m) None of the Company or any of the Company Subsidiaries (A) has
participated in an international boycott as defined in Section 999 of the Code;
(B) has been the distributing corporation with respect to a transaction
described in Section 355 of the Code within the three-year period ending on the
date of this Agreement; (C) has a permanent establishment in any foreign country
as defined in any applicable Tax treaty or convention between the United States
and that foreign country; (D) has a material item of income or gain reported for
financial accounting purposes in a pre-Merger period which is required to be
included in taxable income for a post-Merger period; (E) has or is projected to
have an amount includible in its income for the current taxable year under
Section 551 of the Code or Section 951 of the Code; (F) has an unrecaptured
overall foreign loss within the meaning of Section 904(f) of the Code; or (G)
has disposed of any Company Subsidiary or branch operation within the current or
prior Tax year.

         (n) All material elections with respect to income Taxes affecting the
Company and the Company Subsidiaries are set forth in SECTION 5.12 OF THE
COMPANY DISCLOSURE SCHEDULE.

         (o) Neither the Company nor any Company Subsidiary is or has ever been
a United States real property holding corporation within the meaning of Section
897(c)(2) of the Code.

         (p) There are no actions, suits, audits, proceedings or investigations
pending, or to the knowledge of the Company, threatened against any of the
Company or any Company Subsidiary in respect of any Taxes.

         (q) For purposes of this Agreement, (i) the term "TAXES" means all
taxes, including, without limitation, income, gross receipts, excise, property
(including transfer duties), sales, withholding, social security, occupation,
use, service, license, payroll, franchise, transfer, value added and recording
taxes, fees and charges, windfall profits, severance, customs, import, export,
employment or similar taxes, charges, fees, levies or other assessments imposed
by the United States, or any Governmental Authority, whether computed on a
separate, consolidated, unitary, combined, or any other basis, and such term
shall include any interest, fines, penalties or additional amounts of any
interest in respect of any additions, fines or penalties attributable or imposed
or with respect to any such taxes, charges, fees, levies or other assessments,
and (ii) the term "TAX RETURN" means any return, report or other document
required to be supplied to a taxing authority in connection with Taxes,
including any schedule or attachment thereto, and any amendment thereof.


                                       18
<PAGE>   24

         Section 5.13    EMPLOYEE BENEFIT PLANS; ERISA.

         (a) With respect to each Company Plan, the Company has made available
to Parent a true, correct and complete copy of: (i) any current plan documents,
trust agreements, insurance contracts and other funding vehicles, and amendments
thereto; (ii) for the most recently ended plan year, all IRS Form 5500 series
forms (and any financial statements and other schedules attached thereto) filed
with respect to any Company Plan; (iii) all current summary plan descriptions
and subsequent summaries of material modifications with respect to each Company
Plan for which such descriptions and modifications are required under ERISA; and
(iv) the most recent IRS determination letter for each Pension Plan which is
intended to be qualified under Section 401(a) of the Code.

         (b) Neither the Company nor any of its ERISA Affiliates maintains or
has, within the previous six years, maintained a Pension Plan which is subject
to Section 412 of the Code or Title IV of ERISA.

         (c) Neither the Company nor any of its ERISA Affiliates currently
maintains or has, within the previous six years, maintained or been obligated to
contribute to any multiemployer plan, as defined in Section 3(37) of ERISA.

         (d) No Company Plan that is a "welfare benefit plan" as defined in
Section 3(1) of ERISA provides for continuing benefits or coverage for any
participant or beneficiary or covered dependent or a participant after such
participant's termination of employment, except to the extent required by law.

         (e) With respect to any Welfare Plan, (i) no such plans are "multiple
employer welfare arrangements" within the meaning of Section 3(40) of ERISA,
(ii) with respect to any such plans that are self-insured, all claims made
pursuant to any such plan that have not yet been paid are set forth on SECTION
5.13(E) OF THE COMPANY DISCLOSURE SCHEDULE, together with an estimate thereof;
no such claim could, in the aggregate, result in an uninsured liability in
excess of $50,000 per participant or covered dependent, and all such claims
could not result in an uninsured liability of more than $250,000 in the
aggregate for all participants and covered dependents combined, and are
estimated as set forth on SECTION 5.13(E) OF THE COMPANY DISCLOSURE SCHEDULE and
(iii) no such plan is a "voluntary employees' beneficiary association" within
the meaning of Section 501(c)(9) of the Code or other funding arrangement for
the provision of welfare benefits (such disclosure to include the amount of any
such funding).

         (f) Neither the Company nor any of its ERISA Affiliates is bound by any
collective bargaining agreement or similar agreement to maintain or contribute
to any Company Plan.

         (g) Each Company Plan (i) has been administered in material compliance
with its terms and is in material compliance with the applicable provisions of
ERISA and has been administered in material compliance with the applicable
provisions of ERISA, the Code and other applicable laws; (ii) which is intended
to be a qualified plan within the meaning of Section 401(a) of the Code has a
favorable determination from the IRS as to its qualified status and no
circumstances exist that are likely to result in revocation of any such
favorable determination letter; and (iii) may, without liability, be amended,
terminated or otherwise discontinued, except as specifically prohibited by
applicable law.

         (h) With respect to each Company Plan, (i) there are no inquiries or
proceedings pending or threatened by the IRS, the Department of Labor, or any
participant or beneficiary (other than claims for benefits in the ordinary
course) with respect to the design or operation of the Company Plans; (ii) the
Company has made or provided for all contributions required under the material
terms of such Company Plans and any applicable laws for all periods through the
Closing Date; and (iii) there have been no



                                       19
<PAGE>   25

"prohibited transactions" (as described in Section 4975 of the Code or in Part 4
of Subtitle B of Title I of ERISA) for which a statutory, administrative, or
regulatory exemption is not available.

         (i) SECTION 5.13(I) OF THE COMPANY DISCLOSURE SCHEDULE sets forth a
complete and accurate listing of all Canadian Plans (as hereinafter defined);
with respect to each Canadian Plan, (i) the Company has made available to Parent
a true, correct and complete copy of all current plan documents, trust
agreements, insurance contracts and other funding vehicles and amendments
thereto, as well as all financial statements, actuarial reports, tax
information, correspondence with regulatory authorities and professional
opinions for each Canadian Plan; (ii) all the Canadian Plans have been
administered in accordance with their terms and there are no outstanding
violations or defaults thereunder, nor any actions, claims, or other proceedings
pending or threatened in writing with respect to any of the Canadian Plans;
(iii) the Canadian Plans are duly registered where required by law and have at
all times complied with applicable laws and regulatory policy of the applicable
Governmental Authority; (iv) all the required contributions under each of the
Canadian Plans have been remitted in a timely manner; (v) neither the Company
nor the Company's Canadian Subsidiary have made promises, commitments or
undertakings whether written or unwritten to amend the Canadian Plans or improve
the benefits under any of the Canadian Plans; (vi) all employer contribution
holidays have been permitted by the terms of the Canadian Plans and have been
taken in accordance with applicable law, including contribution holidays taken
before the conversion of the Basic Plan (as hereinafter defined) and Designated
Plans (as hereinafter defined); (vii) the Designated Plan and the Top Hat Plan
(as hereinafter defined) are fully funded on a going concern basis and wind-up
basis; (viii) no event has occurred and no condition or circumstance exists that
could reasonably result in a Canadian Plan being required to pay any material
taxes or penalties under any applicable laws; (ix) Canadian Plans that are
registered pension plans created as a result of a division or merger of one or
more pension plans have received approval therefor from the appropriate
Governmental Authority; and (x) neither the Company nor the Company's Subsidiary
have made commitments to provide post-employment benefits other than pension
benefits to its former employees. For purposes of this Agreement, (w) "CANADIAN
PLANS" means all employee benefit plans and programs applicable to Canadian
employees, including all bonus, profit sharing, stock appreciation and stock
option, stock purchase, cafeteria, credit union, incentive and deferred
compensation, severance agreements and arrangements ("golden parachutes"),
supplemental retirement, pension, retirement and severance and salary
continuation plans and programs, and all medical, dental and other welfare plans
and programs and all insurance plans and policies, sick, holiday and vacation
day policies, fringe benefits, employee discounts, cars and loan programs and
all funding vehicles and agreements for employee pension or benefit plans,
policies or programs; (x) "BASIC PLAN" means the Company's Canadian Subsidiary
Pension Plan, as amended and restated as of January 1, 1997; (y) "DESIGNATED
PLAN" means the Pension Plan for Designated Employees of Company's Canadian
Subsidiary, as amended and restated as of January 1, 1997; and (z) "TOP HAT
PLAN" means the Agreement dated June 19, 1997 between the Company's Canadian
Subsidiary and Michael Ankcorn.

         (j) SECTION 5.13(J) OF THE COMPANY DISCLOSURE SCHEDULE contains a true
and complete summary or list of or otherwise describe all employment contracts,
and all employee benefit arrangements with "change of control" or similar
provisions and all severance agreements and arrangements, in each case with
officers or directors of the Company or any Company Subsidiary. Except as set
forth on SECTION 5.13(J) OF THE COMPANY DISCLOSURE SCHEDULE, the consummation of
the transactions contemplated by this Agreement will not (w) entitle any
employees of the Company or any Company Subsidiary to severance pay, (x)
accelerate the time of payment or vesting or trigger any payment or funding
(through a grantor trust or otherwise) of compensation or benefits under,
increase the amount payable or trigger any other material obligation pursuant
to, any of the Company Plans, (y) result in any payments under any of the
Company Plans which would not be deductible under Section 280G of the Code, or
(z) cause any payments under any Company Plan to cease to be excluded from
"applicable employee remuneration" for purposes of Section 162(m) of the Code.
Neither the Company nor any Company Subsidiary has any



                                       20
<PAGE>   26

material obligations for the health and life benefits under any Company Plan,
nor any obligations under non-qualified retirement plans.

         (k) For purposes of this Agreement, (i) "COMPANY PLAN" means (x) each
employee pension benefit plan (as such term is defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("PENSION
PLAN") and each employee welfare benefit plan (as such term is defined in
Section 3(1) of ERISA) ("WELFARE PLAN") maintained by the Company and any of its
ERISA Affiliates, and (y) each stock option, stock purchase, stock appreciation
right, phantom stock and stock based plan and each deferred compensation,
employment, severance, change in control, incentive, bonus, medical, fringe
benefit, life insurance, vacation, layoff, dependent care, legal services,
cafeteria plan, agreement, arrangement, policy or program maintained or
contributed to by the Company for the benefit of current or former employees or
current or former directors of the Company whether written or oral, and whether
or not subject to ERISA; and (ii) "ERISA AFFILIATE" means any trade or business
whether or not incorporated, under common control with the Company within the
meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001(b) of
ERISA. All Company Plans and all severance and change in control plans and
agreements of general applicability to the Company's executive officers and
other employees are listed in SECTION 5.13 OF THE COMPANY DISCLOSURE SCHEDULE.

         Section 5.14    LABOR CONTROVERSIES. There are no controversies pending
or, to the knowledge of the Company, threatened between the Company or any
Company Subsidiary and any of their respective employees with a value of over
$100,000. The Company and its subsidiaries are in compliance in all material
respects with all applicable laws respecting employment and employment
practices, terms, and conditions of employment, and wages and hours and have not
engaged in any unfair labor practices. Neither the Company nor any of its
subsidiaries is a party to any collective bargaining agreement or other labor
union contract applicable to persons employed by the Company or its
subsidiaries, nor does the Company know of any activities or proceedings of any
labor union to organize any such employees. The Company has no knowledge of any
strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with
respect to any employees of the Company or any of its subsidiaries. The Company
has no knowledge of any actions or events taken by it or its subsidiaries that
would give rise to obligations of the Company or any of its subsidiaries under
the Workers Adjustment and Retraining Notification Act, 29 U.S.C. ss. 2101, ET
SEQ.

         Section 5.15    ENVIRONMENTAL MATTERS.

         (a) Each of the Company and the Company Subsidiaries conducts its
business and operations in compliance with all material applicable Environmental
Laws (as defined below) and holds, and is in compliance with, all Company
Permits required under Environmental Laws. None of the Company or the Company
Subsidiaries has received written notice of, or is the subject of, any action,
cause of action, claim, suit, investigation, demand or notice based on or
related to the violation of Environmental Laws or the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling, or the
emission, discharge, release or threatened release into the environment, of any
pollutant, contaminant, or industrial, hazardous or toxic substances or waste
(collectively, an "ENVIRONMENTAL EVENT"). For purposes of this Agreement, the
term "ENVIRONMENTAL LAW" means any foreign, federal, state, provincial,
municipal or local law, statute, rule regulation, by-law, policy, directive,
standard, order, decree, other requirement of a Governmental Authority or the
common or civil law (collectively, "LAWS") relating to the environment or
occupational health and safety, including without limitation, any Laws
pertaining to (i) treatment, storage, disposal, generation or transportation of
waste or industrial, toxic or hazardous substances; (ii) soil, air, water and
noise pollution; (iii) surface water, groundwater and soil contamination; (iv)
the release or threatened release into the environment of waste or industrial,
toxic or hazardous substances, including without limitation emissions,
discharges, injections, spills, escapes or dumping of pollutants, contaminants
or chemicals; (v) the protection of animals, marine sanctuaries and



                                       21
<PAGE>   27

wetlands, including without limitation all endangered and threatened species;
(vi) effluents and air emissions; (vii) underground and other storage tanks or
vessels, abandoned, disposed or discarded barrels, containers and other closed
receptacles; (viii) health and safety of employees and other persons; and (ix)
manufacture, processing, use, distribution, treatment, storage, disposal,
transportation or handling of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or oil or petroleum products or waste. As used
above, the terms "RELEASE" and "ENVIRONMENT" shall have the meaning set forth in
the federal Comprehensive Environmental Compensation, Liability and Response Act
of 1980.

         (b) To the best knowledge of the Company, no notice of any
Environmental Event was given to any person or entity that occupied any of the
premises occupied, owned or used by the Company or any Company Subsidiary prior
to the date such premises were so occupied, owned or used. Without limiting the
generality of the foregoing, neither the Company or any Company Subsidiary has
disposed of, released or placed on, under or in any property, facility or
equipment it occupies, owns or uses, any contaminant, pollutant, waste or
substances in violation of Environmental Laws. There are no PCBs, asbestos, urea
formaldehyde, radioactive substances or ozone-depleting substances on, under or
in any property, facility or equipment occupied, owned or used by the Company or
the Company Subsidiaries.

         (c) SECTION 5.15 OF THE COMPANY DISCLOSURE SCHEDULE describes all
environmental reports, investigations and audits conducted by or on behalf of
the Company or any of the Company Subsidiaries and, to the knowledge of the
Company, conducted by or on behalf of a third party (whether done at the
initiative of the Company or directed by a Governmental Authority or other third
party) issued or conducted during the past five years relating to premises
currently or previously owned or operated by the Company or any of the Company
Subsidiaries. Complete and correct copies of each such report, or the results of
each such investigation or audit, have been provided to the Parent.

         (d) There is no pending, or to the knowledge of the Company,
threatened, civil, penal or criminal litigation, written notice of violation,
administrative proceeding or investigation, inquiry or information request by
any Governmental Authority relating to any Environmental Law involving the
Company or any of the Company Subsidiaries.

         Section 5.16    TITLE TO ASSETS. The Company and each of the Company
Subsidiaries has good and valid title to all of its owned assets and properties
as reflected in the most recent balance sheet included in the Company Financial
Statements, except for properties and assets that have been disposed of in the
ordinary course of business since the date of such balance sheet, free and clear
of all Liens, except (a) Liens for current taxes, payments of which are not yet
due or delinquent, (b) such imperfections or irregularities in title, if any, as
do not affect the use or marketability of the properties or assets subject
thereto or affected thereby, or otherwise materially impair the Company's
business operations. Any property or assets held or used under license or lease
by the Company or any of the Company Subsidiaries are held by them under valid,
subsisting and enforceable licenses or leases with such exceptions as are not
material and do not interfere with the use made of the property and assets. The
Company and each of the Company Subsidiaries own or have sufficient right to use
all assets and properties reasonably necessary to conduct their businesses in
the manner in which they are currently conducted.

         Section 5.17    INTELLECTUAL PROPERTY; SOFTWARE.

         (a) (i) Each of the Company and the Company Subsidiaries owns, or
possesses adequate licenses or other valid rights to use, all existing United
States and foreign patents, trademarks, trade names, service marks, domain
names, copyrights, trade secrets, know-how, software, databases and intellectual
property rights and all applications therefor that are material to its business
as currently conducted (the "COMPANY INTELLECTUAL PROPERTY RIGHTS") and a true
and complete list of all Company



                                       22
<PAGE>   28

Intellectual Property Rights is set forth on SECTION 5.17(A) OF THE COMPANY
DISCLOSURE SCHEDULE; (ii) all Company Intellectual Property Rights are either
owned by the Company or its subsidiaries free and clear of all Liens or are used
pursuant to a license agreement or are otherwise being validly used; (iii) each
such license agreement is valid and enforceable and in full force and effect;
(iv) neither the Company nor any of the Company Subsidiaries is in default under
any such license agreement in any material respect, and to the knowledge of the
Company, no corresponding licensor is in default thereunder in any material
respect; (v) no Company Intellectual Property Right that is owned by the Company
infringes or otherwise conflicts with any material right of any person; (vi)
there is no pending or, to the knowledge of the Company, threatened litigation,
adversarial proceeding, administrative action or other challenge or claim
relating to any Company Intellectual Property Right that is owned by the
Company; (vii) there is no outstanding order of a Governmental Authority
relating to any Company Intellectual Property Right; (viii) to the knowledge of
Company, there is currently no infringement by any person of any Company
Intellectual Property Right; and (ix) the Company Intellectual Property Rights
owned, used or possessed by the Company and the Company Subsidiaries are
sufficient and adequate to conduct the business of the Company and the Company
Subsidiaries in all material respects as such business is currently conducted.

         (b) The Company and the Company Subsidiaries have taken reasonable
steps to protect, maintain and safeguard the Company Intellectual Property
Rights, including any Company Intellectual Property Rights for which improper or
unauthorized disclosure would impair its value or validity, and have executed
and required nondisclosure agreements and made any required filings and
registrations in connection with the foregoing.

         (c) The conduct of the business of the Company and the Company
Subsidiaries as now conducted does not, infringe any valid patents, trademarks,
trade names, service marks or copyrights of others. The consummation of the
transactions contemplated hereby will not result in the loss or impairment of
any Company Intellectual Property Rights.

         (d) Neither the Company nor any Company Subsidiary has licensed (or
otherwise entered into any agreement permitting) any Person to use or market any
of the Company Intellectual Property Rights.

         (e) Neither the Company nor any of the Company Subsidiaries considers
its computer software to be proprietary to it or to constitute its trade
secrets.

         (f) To the knowledge of the Company, no employee of the Company or any
of the Company Subsidiaries is in material violation or breach of any term of
any employment contract, patent disclosure agreement or any other contract or
agreement with the Company or any other party, which is a breach or violation of
provisions relating to the nondisclosure or confidentiality of intellectual
property rights or of noncompete covenants designed to protect intellectual
property rights.

         Section 5.18    BROKERS AND FINDERS. No agent, broker, investment
banker, financial advisor or other firm or person is entitled to any brokerage,
finder's, financial advisor's or other similar fee or commission for which
Parent or any of its subsidiaries could become liable in connection with the
transactions contemplated by this Agreement as a result of any action taken by
or on behalf of the Company or any of its subsidiaries, other than the Company
Financial Advisor, whose fees and expenses will be paid by the Company pursuant
to an engagement letter dated, August 16, 2000, a correct and complete copy of
which has been delivered to Parent.

         Section 5.19    OPINION OF COMPANY FINANCIAL ADVISOR. The Company
Financial Advisor has rendered an opinion to the Board of Directors of the
Company, dated the date of this Agreement, to the effect that, as of such date,
the Common Stock Price is fair from a financial point of view to the holders of



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<PAGE>   29

Company Common Stock. A correct and complete copy of that opinion (to the extent
reduced to or confirmed in writing) has been delivered to Parent or, if not yet
delivered to the Company, will be delivered to Parent upon request by the
Company.

         Section 5.20    VOTE REQUIRED. The affirmative vote of holders of a
majority of the outstanding shares of Company Common Stock (the "COMPANY
STOCKHOLDERS' APPROVAL") is the only vote of the holders of any class or series
of the Company capital stock or debt instruments necessary to adopt this
Agreement and approve the transactions contemplated hereby.

         Section 5.21    INSURANCE. The Company and the Company Subsidiaries
maintain policies of fire and casualty, liability and other forms of insurance
in such amounts, with such deductibles and against such risks and losses as are
customary for companies of similar size in the Company's industry, and also
maintain all policies of insurance which are required by their material
commercial contracts, in such amounts as specified in the respective contracts.
All such policies are in full force and effect, all premiums due and payable
thereon have been paid, and no notice of cancellation or termination has been
received with respect to any such policy. The insurance policies referred to in
this Section 5.21 will remain in full force and effect and will not be modified
or amended prior to Closing nor will they in any way be affected by or terminate
by reason of, any of the transactions contemplated hereby.

         Section 5.22    CONTRACTS. SECTION 5.22 OF THE COMPANY DISCLOSURE
SCHEDULE lists, under the relevant heading, all oral or written contracts,
agreements, arrangements, guarantees, licenses, leases and executory commitments
(each, a "CONTRACT") other than Contracts previously filed as an exhibit to any
Company SEC Reports filed prior to the date of this Agreement, that exist as of
the date of this Agreement to which the Company or any Company Subsidiary is a
party or by which the Company or such Company Subsidiary is bound and which fall
within any of the following categories: (a) material Contracts not entered into
in the ordinary course of the Company's and the Company Subsidiaries'
businesses; (b) material joint venture and partnership agreements; (c) Contracts
which contain requirements for payments by the Company or a Company Subsidiary
in excess of $250,000; (d) Contracts relating to any outstanding commitment for
capital expenditures in excess of $250,000; (e) indentures, mortgages,
hypothecs, promissory notes, loan agreements or guarantees of borrowed money,
letters of credit or other agreements or instruments of the Company or the
Company Subsidiaries or commitments for the borrowing or the lending by the
Company or any Company Subsidiary of amounts in excess of $250,000 in the
aggregate or providing for the creation of any Lien upon any of the assets or
properties of the Company or any Company Subsidiary with an aggregate value in
excess of $250,000; (f) Contracts providing for "earn-outs" or other contingent
payments by the Company or any Company Subsidiary involving more than $250,000
per contract over the terms of all such Contracts; (g) Contracts associated with
off balance sheet financing by the Company or a Company Subsidiary in excess of
$250,000 in the aggregate, including but not limited to arrangements for the
sale by the Company or a Company Subsidiary of receivables; (h) supply or
distribution Contracts requiring a payment or a commitment by the Company or any
Company Subsidiary to make a payment in excess of $250,000; (i) supply Contracts
providing for payments by the Company or any Company Subsidiary; (j) Contracts
with customers of the Company or any Company Subsidiary involving payments being
made by or to the Company or any Company Subsidiary in excess of $250,000 in the
aggregate; (k) stock purchase agreements, asset purchase agreements or other
acquisition or divestiture agreements where the consideration in any individual
transaction exceeds $250,000; and (l) master service and master Contracts with
customers and each other agreement which is material to the Company or any
Company Subsidiary, irrespective of amount.

         All Contracts to which the Company or any of the Company Subsidiaries
is a party or by which it or such subsidiary is bound are valid and binding
obligations of the Company or the Company Subsidiary and, to the knowledge of
the Company, the valid and binding obligation of each other party thereto except



                                       24
<PAGE>   30

such Contracts which, if not so valid and binding, have not had and would not
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect. Neither the Company nor, to the knowledge of the
Company, any other party thereto is in violation of or in default in respect of,
nor has there occurred an event or condition which with the passage of time or
giving of notice (or both) would constitute a default under or permit the
termination of, any such Contract except such violations or defaults under or
terminations which have not had and would not be reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect.

         Section 5.23    SIGNIFICANT CUSTOMERS. None of the customers of the
Company or any of the Company Subsidiaries listed on SECTION 5.22 OF THE COMPANY
DISCLOSURE SCHEDULE has delivered any notice to the Company or any of the
Company Subsidiaries, nor does the Company have any reason to believe, that any
such customer (i) has terminated, or will terminate any contract or agreement
with the Company or any of the Company Subsidiaries or (ii) has ceased, or will
cease, to use the services of the Company or the Company Subsidiaries, as the
case may be, except, in each case, for such terminations or cessations as have
not had and would not be reasonably expected to have, individually or in the
aggregate, a Company Material Adverse Effect.

                                   ARTICLE VI

             REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY


         Parent and Subsidiary each represent and warrant to the Company that:

         Section 6.1     ORGANIZATION AND QUALIFICATION. Each of Parent and
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to own, license, use or lease and
operate its assets and properties and to carry on its business as it is now
being conducted. Each of Parent and Subsidiary is qualified to transact business
and is in good standing in each jurisdiction in which the properties owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification necessary, except where the failure to be so qualified and in
good standing could not reasonably be expected to prevent or delay the
consummation of the Offer or the Merger.

         Section 6.2     AUTHORITY; NON-CONTRAVENTION; APPROVALS.

         (a) Parent and Subsidiary each has all requisite corporate power and
authority to enter into this Agreement and to consummate the Offer, the Merger
and the other transactions contemplated hereby. This Agreement has been approved
by the Boards of Directors of Parent and Subsidiary and the sole stockholder of
Subsidiary, and no other corporate proceedings on the part of Parent or
Subsidiary are necessary to authorize the execution and delivery of this
Agreement or the consummation by Parent and Subsidiary of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by each
of Parent and Subsidiary, and constitutes a valid and legally binding agreement
of each of Parent and Subsidiary enforceable against each of them in accordance
with its terms except as enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium and similar laws, both state and federal,
affecting the enforcement of creditors' rights or remedies in general as from
time to time in effect or (ii) the exercise by courts of equity powers.

         (b) The execution, delivery and performance of this Agreement by each
of Parent and Subsidiary and the consummation of the Offer, the Merger and the
other transactions contemplated hereby do not and will not violate, conflict
with or result in a breach of any provision of, or constitute a default (or an
event which, with, or without notice or lapse of time or both, would constitute
a default) under, or result in the termination of or a loss of a benefit under,
or accelerate the performance required by, or result in a right of termination
or acceleration under, or result in the creation of any Lien upon any


                                       25
<PAGE>   31

of the properties or assets of Parent or Subsidiary under any of the terms,
conditions or provisions of (i) the respective certificates of incorporation or
bylaws of Parent or any of its subsidiaries; (ii) any statute, law, ordinance,
rule, regulation, judgment, decree, order, injunction, writ, permit or license
of any court or Governmental Authority applicable to Parent or any of its
subsidiaries or any of their respective properties or assets; or (iii) any note,
bond, mortgage, indenture, deed of trust, loan, credit agreement, license,
franchise, permit, concession, contract, lease or other instrument, obligation
or agreement of any kind to which Parent or any of its subsidiaries is now a
party or by which Parent or any of its subsidiaries or any of their respective
properties or assets may be bound or affected; other than (in the case of
clauses (ii) and (iii) above), such violations, conflicts, breaches, defaults,
terminations, accelerations or creations of Liens that could not reasonably be
expected to prevent or delay the consummation of the Offer or the Merger.

         (c) Except for (i) the filings by Parent required by the HSR Act; (ii)
the filing of the Offer Documents with the SEC and such other reports under and
such compliance with the Exchange Act and the Securities Act and the rules and
regulations thereunder as may be required in connection with this Agreement and
the other transactions contemplated thereby; (iii) the making of the Merger
Filing with the Secretary of State of the State of Delaware in connection with
the Merger; (iv) the filing of reports with the U.S. Department of Commerce
regarding foreign direct investment in the United States; (v) compliance with
the rules and regulations of the NASDAQ; (vi) compliance with state securities
or Blue Sky Laws; and (vii) filings by Parent required by the Investment Canada
Act and by the Competition Act (Canada) (if any), (the filings and approvals
referred to in clauses (i) through (vii) are collectively referred to as the
"PARENT REQUIRED STATUTORY APPROVALS"), no declaration, filing or registration
with, or notice to, or authorization, consent or approval of, any Governmental
Authority is necessary for the execution and delivery of this Agreement by
Parent or Subsidiary or the consummation by Parent or Subsidiary of the
transactions contemplated hereby.

         Section 6.3     INFORMATION SUPPLIED.

         (a) Each of the Offer Documents and the other documents required to be
filed by Parent with the SEC in connection with the Offer, the Merger and the
other transactions contemplated hereby, will comply as to form, in all material
respects, with the requirements of the Exchange Act and the rules and
regulations promulgated thereunder, and no such document, nor any of the written
information supplied by Parent to the Company for inclusion in the Schedule
14D-9, the Proxy Statement or another filing required to be made by the Company
with the SEC in connection with the transactions contemplated by this Agreement
will on the date of its filing or dissemination or on the date it is supplied,
as the case may be, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         (b) Notwithstanding the foregoing, no representation or warranty is
made by Parent or Subsidiary with respect to statements made or incorporated by
reference in any such documents filed by Parent or Subsidiary with the SEC based
on information supplied in writing by the Company for inclusion or incorporation
by reference therein.

         Section 6.4     FINANCING. Parent has and will have at each of (i) the
time of acceptance for purchase by Subsidiary of the shares of Company Common
Stock pursuant to the Offer and (ii) the Effective Time, and will make available
to Subsidiary (or cause to be made available), the funds necessary to consummate
the Offer and the Merger on the terms contemplated by this Agreement.



                                       26
<PAGE>   32

Section 6.5 SUBSIDIARY. Subsidiary was formed solely for the purposes of
engaging in the transactions contemplated hereby, and has engaged in no other
business activities and has conducted its operations only as contemplated
hereby.

         Section 6.6     BROKERS AND FINDERS. No agent, broker, investment
banker, financial advisor or other firm or person is entitled to any brokerage,
finder's, financial advisor's or other similar fee or commission for which the
Company or any of its subsidiaries could become liable in connection with the
transactions contemplated by this Agreement as a result of any action taken by
or on behalf of Parent or any of its subsidiaries, other than Bear, Stearns &
Co. Inc., whose fees and expenses will be paid by Parent.

                                  ARTICLE VII

                            COVENANTS OF THE PARTIES

         Section 7.1     MUTUAL COVENANTS.

         (a) GENERAL. Subject to the terms and conditions of this Agreement,
each of the parties shall (and shall cause its respective subsidiaries to) use
its reasonable best efforts to take all actions and to do all things necessary,
proper or advisable to consummate the Offer and the Merger and the other
transactions contemplated by this Agreement as promptly as possible, including,
without limitation, using its reasonable best efforts to (i) prepare, execute
and deliver such instruments and take or cause to be taken such actions as any
other party shall reasonably request, and (ii) after consultation with the other
parties, obtain any consent, waiver, approval or authorization from any third
party reasonably requested by such other party in order to maintain in full
force and effect any of the Company's Contracts, Company Permits, licenses or
other rights following the Offer, the Merger and the other transactions
contemplated hereby.

         (b) HSR ACT. Without limiting the generality of anything contained in
Section 7.1(a) or elsewhere in this Agreement, each of the parties undertakes
and agrees to file as soon as practicable, and in any event within seven
business days after the date hereof, a Notification and Report Form under the
HSR Act with the United States Federal Trade Commission (the "FTC") and the
United States Department of Justice, Antitrust Division (the "ANTITRUST
DIVISION") and other applicable antitrust or competition laws, rules or
regulations. Each of the parties shall (i) respond as promptly as practicable to
any inquiries received from the FTC, the Antitrust Division or other applicable
Governmental Authorities for additional information or documentation and to all
inquiries and requests received from any State Attorney General or other
Governmental Authority in connection with antitrust matters; and (ii) take all
commercially reasonable steps to avoid any extension of the waiting period under
the HSR Act and other applicable antitrust or competition laws, rules or
regulations; and (iii) refrain from entering into any agreement with the FTC,
the Antitrust Division or other applicable Governmental Authorities not to
consummate the transactions contemplated by this Agreement, except with the
prior written consent of the other parties hereto. Parent shall use its
reasonable best efforts to avoid or eliminate impediments under any antitrust,
competition, or trade regulation law that may be asserted by the FTC, the
Antitrust Division, any State Attorney General or any other Governmental
Authority with respect to the Offer or the Merger so as to enable the Closing to
occur as soon as reasonably possible; PROVIDED, HOWEVER, that nothing in this
Agreement shall require Parent or any of its affiliates to divest or hold
separate, or to agree to any material restrictions with respect to the operation
of, any business, division or operating unit of Parent or any of its affiliates.
Each of the parties or its counsel shall promptly notify the other party or its
counsel of any written or oral communication to that party or counsel from the
FTC, the Antitrust Division, any State Attorney General or any other
Governmental Authority and permit the other party or its counsel to review in
advance any proposed written communication to any of the foregoing.



                                       27
<PAGE>   33

         (c) OTHER GOVERNMENTAL MATTERS. Without limiting the generality of
anything contained in Section 7.1(a), Section 7.1(b) or elsewhere in this
Agreement, and subject to the terms and conditions of this Agreement, each of
the parties hereto shall (and shall cause its subsidiaries to) use its
reasonable best efforts to take any additional action that may be necessary,
proper or advisable to (i) obtain from any Governmental Authority any consent,
license, permit, waiver, approval, authorization (including, without limitation,
SEC "no-action" letters) required to be obtained by either Parent or the Company
or any of their subsidiaries in connection with the authorization, execution and
delivery of this Agreement and the consummation of the Offer and the Merger and
the other transactions contemplated hereby; (ii) make all necessary filings, and
thereafter make any required submissions with respect to the Offer and the
Merger and the other transactions contemplated hereby required under the
Securities Act and the Exchange Act and the rules and regulations thereunder,
and any other applicable federal, state securities or other laws, including
foreign law (whether national, regional or local); and (iii) effect all other
necessary registrations, filings and submissions. Each of the parties shall (and
shall cause each of their respective subsidiaries to) cooperate and use
reasonable best efforts vigorously to contest and resist any action, including
legislative, administrative or judicial action, and to have vacated, lifted,
reversed or overturned any decree, judgment, injunction or other order whether
temporary, preliminary or permanent that is in effect and restricts, prevents,
prohibits or otherwise bars the consummation of the Offer or the Merger or any
other transaction contemplated hereby.

         (d) RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS; STOCKHOLDER
APPROVAL; PREPARATION OF PROXY STATEMENT.

         (i) Subject to Section 8.2, the Company's Board of Directors shall not
withdraw or modify in any manner adverse to Parent its recommendations to the
Company's stockholders described in Section 1.2(a), and, as long as the
Company's Board of Directors shall not have withdrawn or modified in any manner
adverse to Parent and Subsidiary its recommendation to the Company's
stockholders described in Section 1.2(a) in accordance with Section 8.2(b), the
Company shall use its best efforts to solicit the acceptance of the Offer and,
if required, the Company Stockholders' Approval.

         (ii) If the Company Stockholders' Approval is required by law to
consummate the Merger, the Company shall, in accordance with applicable law and
its Certificate of Incorporation and Bylaws, as promptly as practicable
following the expiration of the Offer duly call, give notice of, convene and
hold a meeting of its stockholders (the "STOCKHOLDERS MEETING") for the purpose
of obtaining such approval. The record date for determining eligibility to vote
at the Stockholders Meeting shall be after the date on which Subsidiary shall
have purchased and paid for, and been recognized by the Company as the record
owner of, the shares of Company Common Stock duly tendered in and not withdrawn
prior to the expiration of the Offer. Subject to the fiduciary duties of the
Company's Board of Directors under applicable law, the Company shall, through
its Board of Directors, recommend to its stockholders that the Company
Stockholders' Approval be given. Notwithstanding the foregoing, if Parent and
Subsidiary shall acquire in the aggregate 90% or more of the then outstanding
shares of Company Common Stock pursuant to the Offer or otherwise, the parties
shall take all necessary and appropriate actions to cause the Merger, pursuant
to the terms thereof, to become effective as soon as reasonably practicable
after such acquisition without a meeting of the stockholders of the Company and
otherwise in accordance with Section 253 of the DGCL (including, without
limitation, adoption by the board of directors of Subsidiary of a short-form
plan of merger in accordance with the DGCL and consistent with the terms of the
Merger).

         (iii) If the Company Stockholders' Approval is required by law, the
Company shall, as soon as practicable following the expiration of the Offer,
prepare and file a preliminary proxy statement (as amended and supplemented, the
"PROXY STATEMENT") with the SEC and shall use its best efforts to respond to any
comments of the SEC or its staff, and to cause the Proxy Statement to be mailed



                                       28
<PAGE>   34

to the Company's stockholders as promptly as practicable after responding to all
such comments to the satisfaction of the staff. The Company shall notify Parent
promptly of the receipt of any comments from the SEC or its staff and of any
request by the SEC or its staff for amendments or supplements to the Proxy
Statement or for additional information and shall supply Parent with copies of
all correspondence between the Company or any of its representatives, on the one
hand, and the SEC or its staff, on the other hand, with respect to the Proxy
Statement or the Merger. If at any time prior to the Stockholders Meeting there
shall occur any event that should be set forth in an amendment or supplement to
the Proxy Statement, the Company shall promptly prepare, and, after consultation
with Parent and mail to its stockholders such an amendment or supplement. Parent
shall cooperate with the Company in the preparation of the Proxy Statement or
any amendment or supplement thereto and shall furnish the Company with all
information required to be included therein with respect to Parent or
Subsidiary. Parent and its counsel shall be given a reasonable opportunity to
review and comment upon the Proxy Statement and related proxy materials and any
such correspondence with the SEC or its staff or any proposed amendment or
supplement to the Proxy Statement prior to its filing with the SEC or
dissemination to the Company's stockholders and the Company shall not transmit
any such material to which Parent reasonably objects.

                 (iv) Parent agrees to cause all shares of Company Common Stock
purchased pursuant to the Offer and all other shares of the Company Common Stock
owned by Parent or Subsidiary to be voted in favor of the Merger.

                 (v) Without limiting the generality of the foregoing, each of
the parties shall correct promptly any information provided by it to be used
specifically in the Proxy Statement, if required, that shall have become false
or misleading in any material respect and shall take all steps necessary to file
with the SEC and have declared effective or cleared by the SEC any amendment or
supplement to the Proxy Statement so as to correct the same and to cause the
Proxy Statement as so corrected to be disseminated to the stockholders of the
Company, in each case to the extent required by applicable law.

         (e) NOTIFICATION OF CERTAIN MATTERS. Each of the parties agrees to (and
to cause their respective subsidiaries to) give prompt notice to each other of,
and to use reasonable best efforts to remedy, (i) the occurrence or failure to
occur of any event which occurrence or failure to occur would be likely to cause
any of such party's representations or warranties in this Agreement to be untrue
or inaccurate in any material respect at the Effective Time, and (ii) any
material failure on the part of the notifying party to comply with or satisfy
any covenant, condition or agreement to be complied with or satisfied by it
hereunder; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this
Section 7.1(e) shall not limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

         (f) PUBLIC STATEMENTS. Unless otherwise required by applicable law or
by obligations pursuant to any listing agreement with or rules of the NASDAQ or
any securities exchange, (i) the initial press release with respect to the
Offer, the Merger and the other transactions contemplated by this Agreement
shall require the prior mutual agreement and approval of both Parent and the
Company and (ii) any subsequent press releases or other public statements with
respect to the Offer or the Merger or the other transactions contemplated by
this Agreement shall be made only following prior consultation between Parent
and the Company.

         Section 7.2     CONDUCT OF THE COMPANY'S BUSINESS. During the period
from the date of this Agreement and continuing until the earlier of (i) the
Effective Time; (ii) the date designees of Parent or Subsidiary constitute a
majority of the members of the Board of Directors of the Company; or (iii)
termination of this Agreement pursuant to its terms, the Company covenants and
agrees that unless Parent shall otherwise consent in writing (such consent not
to be unreasonably withheld or delayed) or as



                                       29
<PAGE>   35

set forth in SECTION 7.2 OF THE COMPANY DISCLOSURE SCHEDULE or as otherwise
expressly permitted by this Agreement:

         (a) the business of the Company and the Company Subsidiaries shall be
conducted only in, and the Company and the Company Subsidiaries shall not take
any action, except in the ordinary course of business consistent with past
practice and the Company shall use reasonable best efforts to preserve intact
its and its subsidiaries present business organizations and goodwill and keep
available the services of its and its subsidiaries officers and key employees;

         (b) neither the Company nor any Company Subsidiary shall, directly or
indirectly, do any of the following: (i) sell, pledge, lease, dispose of or
encumber (or permit any subsidiary to sell, pledge, lease dispose of or
encumber) any property or assets, except for dispositions of inventory and
immaterial assets and encumbrances and pledges in the ordinary course of
business consistent with past practice; (ii) except as contemplated hereby,
amend or propose to amend its certificate or articles of incorporation or
by-laws (or comparable organizational documents); (iii) split, combine, or
reclassify any shares of its capital stock, or declare, set aside or pay any
dividend on or make any other distributions (whether in cash, stock, property or
otherwise) with respect to such shares (except for any dividends paid by a
wholly-owned direct or indirect Company Subsidiary to such Company Subsidiary's
parent); (iv) redeem, purchase, acquire or offer to acquire (or permit any
subsidiary to redeem, purchase, acquire, or offer to acquire) any shares of its
capital stock; or (v) enter into any contract, agreement, commitment or
arrangement with respect to any of the matters set forth in this paragraph (b);

         (c) neither the Company nor any Company Subsidiary shall (i) issue,
sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any
additional shares of, or securities convertible or exchangeable for, or any
options, warrants or rights of any kind to acquire any shares of, its capital
stock of any class or other property or assets whether pursuant to the Company
Stock Plans or otherwise; PROVIDED, HOWEVER, that the Company may issue shares
of Company Common Stock upon exercise of Options that are outstanding on the
date hereof and are exercised in accordance with their respective terms as in
effect on the date hereof; (ii) acquire or agree to acquire (by merger,
consolidation or acquisition of stock or assets) any corporation, partnership or
other business organization or division thereof (except an existing wholly-owned
subsidiary); (iii) incur, create or assume any indebtedness for borrowed money
or issue any debt securities in an amount exceeding $250,000 in the aggregate;
(iv) except in the ordinary course of business, consistent with past practice,
make any loans, advances or capital contributions to, or investments in, any
other person, other than by the Company or a wholly owned subsidiary of the
Company to the Company or any wholly owned subsidiary of the Company; (v) except
in the ordinary course of business, consistent with past practice, pay,
discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
asserted or unasserted, contingent or otherwise); (vi) enter into or modify any
material lease, contract, agreement or commitment (including, without
limitation, any such contract, lease, agreement or commitment of a nature that
would be required to be filed as an exhibit to Form 10-K under the Exchange
Act), other than contracts for sale, lease or rent of the Company's or the
Company Subsidiaries' products in the ordinary course of business consistent
with past practice; (vii) terminate, amend, modify, assign, waive, release or
relinquish any contract rights or any other material rights or claims, including
without limitation any contract rights or other rights or claims arising under
insurance contracts or policies; (viii) settle or compromise any claim, action,
suit or proceeding pending or threatened against the Company, or, if the Company
may be liable or obligated to provide indemnification against the Company's
directors or officers, before any court, governmental agency or arbitrator,
except in the ordinary course of business; PROVIDED, HOWEVER, that nothing shall
require any action that might impair or otherwise affect the obligation of any
insurance carrier under any insurance policy maintained by the Company; (ix)
sell, assign or transfer any patents, trademarks, trade names, domain names,
copyrights, trade secrets or other intangible assets; (x) make any change in
officer or executive compensation other than in the ordinary course of business;
(xi) change its accounting



                                       30
<PAGE>   36

principles, practices or methods; or (xii) agree, in writing or otherwise, to
take any of the actions listed in (i) through (xi) above;

         (d) neither the Company nor any Company Subsidiary shall take any
action that would make any representation or warranty of the Company hereunder
untrue or inaccurate in any respect at, or as of any time prior to, the
Effective Time, or omit to take any action necessary to prevent any such
representation or warranty from being untrue or inaccurate in any such time; and

         (e) each of the Company and the Company Subsidiaries shall use its best
efforts, to the extent not prohibited by the foregoing provisions of this
Section 7.2, to maintain its relationships with its customers, licensors,
licensees, distributors and others having business dealings with them, and if
requested by Parent, the Company shall schedule, and the management of the
Company shall participate in, meetings of representatives of Parent with
employees of the Company or any Company Subsidiary.

                                  ARTICLE VIII

                      ADDITIONAL AGREEMENTS OF THE PARTIES.

         Section 8.1     ACCESS TO INFORMATION.

         (a) The Company and the Company Subsidiaries shall and shall cause its
and their officers, directors, employees, representatives and agents to, afford
to Parent and Subsidiary and each of their accountants, counsel, financial
advisors, employees, agents, officers and directors and other representatives
(the "PARENT REPRESENTATIVES") reasonable access during normal business hours
with reasonable notice throughout the period from the date hereof through the
Effective Time to all of the Company's properties, books, contracts, commitments
and records (including, but not limited to, Tax Returns and records) and, during
such period, shall furnish promptly to Parent or the Parent Representatives (i)
a copy of each report, schedule and other document filed by the Company pursuant
to the requirements of federal or state securities laws or filed by the Company
with the SEC in connection with the transactions contemplated by this Agreement,
and (ii) such other information concerning the Company's business, properties
and personnel as Parent shall reasonably request. Except as required by law,
Parent and its subsidiaries shall hold and shall use their reasonable best
efforts to cause the Parent Representatives to hold in strict confidence all
nonpublic documents and confidential information furnished to Parent, Subsidiary
and any Parent Representative in connection with the transactions contemplated
by this Agreement in accordance with the confidentiality agreement dated as of
September 26, 2000 between the Company and Parent (the "CONFIDENTIALITY
AGREEMENT").

         (b) No investigation pursuant to this Section 8.1 shall affect, add to
or subtract from any representations or warranties of the parties hereto or the
conditions to the obligations of the parties hereto to effect the Merger.

         Section 8.2     ACQUISITION PROPOSALS

         (a) Without limiting any of its other obligations under this Agreement,
the Company agrees that neither it nor any of the Company Subsidiaries nor any
of the officers or directors of it or the Company Subsidiaries shall, and that
it shall direct and use its reasonable best efforts to cause the Company and the
Company Subsidiaries' employees, agents and representatives (including any
investment banker, attorney or accountant retained by it or any of the Company
Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage
or facilitate (including by way of furnishing information) any inquiries or the
making of any proposal or offer (including without limitation an offer to
stockholders of the Company) for, or a transaction to effect, a merger,
reorganization, share exchange,



                                       31
<PAGE>   37

consolidation, business combination, recapitalization, liquidation, dissolution
or similar transaction involving it or any of the Company Subsidiaries (or a
material portion of the stock or assets of any of them) or any purchase or sale
of any material assets (including without limitation stock of the Company
Subsidiaries) of the Company and the Company Subsidiaries, taken as a whole, or
any purchase or sale of, or tender or exchange offer for, the equity securities
of the Company (or of the surviving parent entity in such transaction) or any of
the Company Subsidiaries (any such proposal, offer or transaction, other than a
proposal or offer made by Parent or an affiliate thereof, being hereinafter
referred to as an "ACQUISITION PROPOSAL"); (ii) have any discussion with or
provide any confidential information or data to any person relating to an
Acquisition Proposal, or knowingly facilitate any effort or attempt to make or
implement an Acquisition Proposal; (iii) approve or recommend, or propose
publicly to approve or recommend, any Acquisition Proposal; or (iv) approve or
recommend, or propose to approve or recommend, or execute or enter into, any
letter of intent, agreement in principle, merger agreement, acquisition
agreement, option agreement or other similar agreement related to any
Acquisition Proposal or propose or agree to do any of the foregoing.

         (b) Notwithstanding anything in this Agreement to the contrary, the
Company or its Board of Directors shall be permitted at any time prior to the
time of the Stockholders' Meeting (i) to the extent applicable, to comply with
Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an
Acquisition Proposal; (ii) to withdraw or change the recommendation of the
Company's Board of Directors in respect of the Offer, the Merger or this
Agreement or to approve or recommend or to propose publicly to approve or
recommend any Acquisition Proposal; (iii) to engage in any discussions or
negotiations with, or provide any information to, any person in response to an
unsolicited BONA FIDE written Acquisition Proposal by any such person; or (iv)
to enter into an agreement in principle or a definitive agreement with respect
to a Superior Proposal (as defined below), if and only to the extent that, in
any such case referred to in clause (ii), (iii) or (iv), (A)(x) in the case of
clause (ii) above, it has received an unsolicited BONA FIDE written Acquisition
Proposal from a third party and the Company's Board of Directors concludes in
good faith that such Acquisition Proposal constitutes a Superior Proposal (after
taking into account any concessions that may be offered by Parent pursuant to
clause (C) below) and (y) in the case of clause (iii) above, the Company's Board
of Directors concludes in good faith that such Acquisition Proposal reasonably
could be expected (without any change in the amount or type of consideration
offered) to constitute a Superior Proposal, (B) in the case of clauses (ii),
(iii) and (iv) above, the Board of Directors, following receipt of advice of
outside counsel, determines in good faith that the failure to take such action
would result in a breach of its fiduciary duties under applicable law, (C) prior
to the Company's Board of Directors taking or authorizing any action described
in clause (ii) or clause (iv) above, Parent shall have been notified at least
five business days in advance of the Company's Board of Directors' intention to
take or authorize such action and of the material terms and conditions of the
relevant Acquisition Proposal and shall have been provided at that time with a
copy of the relevant transaction document and any other relevant documents (and
subsequently notified of and provided with any changes to such terms, conditions
or documents) and shall have been afforded the right for at least five business
days to amend the terms of the Offer in response to such Acquisition Proposal,
(D) prior to providing any information or data to any person, the Company's
Board of Directors receives from such person an executed confidentiality
agreement having provisions that are customary in such agreements, as advised by
counsel, and no less restrictive of such person than the Confidentiality
Agreement, and (E) prior to providing any information or data to any person or
entering into discussions or negotiations with any person, the Company notifies
Parent promptly of such inquiries, proposals or offers received by, any such
information requested from, or any such discussions or negotiations sought to be
initiated or continued with, any of its representatives indicating, in
connection with such notice, the name of such person and the material terms and
conditions of any inquiries, proposals or offers.

         (c) The Company agrees that it will, and will cause its officers,
directors and representatives to, immediately cease and cause to be terminated
any activities, discussions or negotiations existing as of



                                       32
<PAGE>   38

the date of this Agreement with any parties conducted heretofore with respect to
any Acquisition Proposal. The Company shall promptly request each person that
has executed a confidentiality agreement in connection with its consideration of
a possible Acquisition Proposal to return (or, if required under the provisions
of the confidentiality agreement, destroy) all confidential information
previously furnished to such Person. The Company will promptly inform its
directors, officers, key employees, agents and representatives of the
obligations undertaken in this Section 8.2.

         (d) Nothing in this Section 8.2 shall (i) permit the Company to
terminate this Agreement (except as specifically provided in Article VIII
hereof) or (ii) affect any other obligation of the Company. The Company shall
not submit to the vote of its stockholders any Acquisition Proposal other than
the Merger.

         (e) As used in this Agreement, "SUPERIOR PROPOSAL" means a BONA FIDE
written proposal made by a person other than Parent or an affiliate of Parent
which the Company's Board of Directors concludes in good faith (following
receipt of the advice of its financial advisors and after consultation with
outside legal counsel), taking into account, among other things, all legal,
financial, regulatory and other aspects of the proposal and the person making
the proposal, (i) would, if consummated, result in a transaction that is more
favorable to the Company's stockholders (in their capacities as stockholders),
from a financial point of view, than the transactions contemplated by this
Agreement, (ii) is fully financed or reasonably capable of being fully financed
and (iii) is probable of completion.

         (f) The Company shall (i) notify Parent promptly (and in any event
within 24 hours) after receipt of any Acquisition Proposal (or any indication
that any person is considering marking an Acquisition Proposal) or any request
for non-public information relating to the Company or any of its Subsidiaries or
for access to the properties, books or records of the Company or any of its
subsidiaries by any person that may be considering making, or has made, an
Acquisition Proposal, (ii) notify Parent promptly of any material change to any
such Acquisition Proposal, indication or request and (iii) upon reasonable
request by Parent, provide Parent with all material information about any such
Acquisition Proposal, indication or request.

         (g) Any disclosure pursuant to Section 8.2(b)(i) shall be deemed to be
a withdrawal or adverse modification of the Company's Board of Directors for
purposes of Section 7.1(d)(i) unless the Company's Board of Directors expressly
reaffirms its recommendation of the Offer and the Merger.

         Section 8.3     EXPENSES AND FEES. Whether or not the Merger is
consummated, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such expenses, except that the expenses incurred in connection with the filing,
printing and mailing of the Proxy Statement and the Offer Documents shall be
borne equally by Parent and the Company.

         Section 8.4     DIRECTORS' AND OFFICERS' INDEMNIFICATION.

         (a) Parent and Subsidiary agree that all rights to indemnification now
existing in favor of any current or former director or officer of the Company as
provided in the Company's Certificate of Incorporation or Bylaws or in a written
agreement between any such person and the Company in effect on the date hereof
shall survive the Merger and shall continue in full force and effect until the
expiration of all applicable statutes of limitation. Parent also agrees to (or
to cause the Surviving Corporation to) indemnify all current and former
directors and officers of the Company to the fullest extent the Company would be
permitted by Delaware Law to indemnify them with respect to all acts and
omissions arising out of such individuals' service as officers or directors of
the Company or any of its subsidiaries or as trustees, fiduciaries or
administrators of any plan for the benefit of employees occurring prior to the



                                       33
<PAGE>   39

Effective Time. Without limitation of the foregoing, in the event any such
person is or becomes involved in any capacity in any action, proceeding or
investigation in connection with any matter, including, without limitation, the
transactions contemplated by this Agreement, occurring prior to, and including,
the Effective Time, Parent will (or will cause the Surviving Corporation to) pay
such person's reasonable legal and other expenses of counsel selected by such
person and reasonably acceptable to Parent (including the cost of any
investigation, preparation and settlement) incurred in connection therewith
promptly after statements therefor are received by Parent; PROVIDED, HOWEVER,
that neither Parent nor the Surviving Corporation shall, in connection with any
one such action or proceeding or separate but substantially similar actions or
proceedings arising out of the same general allegations, be liable for
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all indemnified persons. Parent
shall be entitled to participate in the defense of any such action or
proceeding, and counsel selected by the indemnified person shall, to the extent
consistent with their professional responsibilities, cooperate with Parent and
any counsel designated by Parent. Parent shall pay all reasonable fees and
expenses, including attorneys' fees, that may be incurred by any indemnified
person in enforcing the indemnity and other obligations provided for in this
Section.

         (b) Parent agrees that the Company and, from and after the Effective
Time, the Surviving Corporation shall cause to be maintained in effect for not
less than six years from the Effective Time the current policies of directors'
and officers' liability insurance maintained by the Company by purchasing a
policy providing "tail" coverage for a period of not less than six years from
the Effective Time; PROVIDED, however, that the Surviving Corporation shall not
be required to pay an amount in excess of $400,000 for such policy providing
such "tail" coverage; and if the Surviving Corporation is unable to obtain the
insurance required by this Section, it shall obtain as much comparable insurance
as possible for an annual premium equal to such maximum amount.

         Section 8.5     EMPLOYEE BENEFITS. For not less than 90 days from the
Effective Time, Parent shall provide, and cause the Surviving Corporation to
provide, employee benefits under employee benefit plans to the employees and
former employees of the Company and its subsidiaries that are in the aggregate
no less favorable than those provided to such persons pursuant to Company Plans
on the date of this Agreement (excluding equity and equity-based compensation);
provided, however, that the provisions of this Section 8.5 will not prohibit
Parent or the Surviving Corporation from requiring normal and customary employee
contributions with respect to medical and other similar employee benefit plans.
Nothing herein shall prohibit any changes to any Company Plan that are (i)
required by law (including, without limitation, any applicable qualification
requirements of Section 401(a) of the Code); (ii) necessary as a technical
matter to reflect the transactions contemplated hereby; or (iii) required for
the Surviving Corporation to provide for or permit investment in its securities
or Parent's securities. Furthermore, nothing herein shall require Parent to
continue any particular Company Plan or prevent the amendment or termination
thereof (subject to the maintenance, in the aggregate, of the benefits as
provided in this Section 8.5 and to the obligation to provide benefits as
provided above).

         Section 8.6     LITIGATION. The Company shall give Parent the
opportunity to participate in the defense or settlement of any shareholder
litigation against the Company and its directors relating to the Offer, the
Merger and the other transactions contemplated by this Agreement until the
consummation of the Offer, and thereafter, Parent shall direct the defense of
such litigation and shall give the Company and its directors an opportunity to
participate in such litigation; PROVIDED, HOWEVER, that no settlement shall be
agreed to prior to the consummation of the Offer without Parent's consent, which
consent shall not be unreasonably withheld or delayed; and provided further that
no settlement requiring a payment or an admission of any wrongdoing by a current
or former director shall be agreed to without such person's consent.



                                       34
<PAGE>   40

         Section 8.7     ADDITIONAL SECURITIES REGULATORY MATTERS. The Company
shall, before the Effective Time, take all actions necessary to obtain an
exemption from the Quebec Securities Commission and any other applicable
securities regulatory authority for the issue and exercise of options and the
sale or resale of securities to or by the officers, directors and employees of
the Company or of any Company Subsidiary residing in the Province of Quebec,
Canada, pursuant to the Company Stock Plans.

         Section 8.8     2000 FORM 10-K. The Company shall, on or prior to March
15, 2001, file its Annual Report on Form 10-K for the year ended December 31,
2000, which shall include audited consolidated financial statements for the
Company and the Company Subsidiaries for the fiscal year ended December 31, 2000
that have been prepared in accordance with GAAP.

                                   ARTICLE IX

                                   CONDITIONS

         Section 9.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
The respective obligations of each party to effect the Merger are subject to the
satisfaction or waiver, where permissible, at or prior to the Effective Time, of
each of the following conditions:

         (a) if required by the DGCL, this Agreement shall have been duly
adopted by the requisite affirmative vote of the stockholders of the Company in
accordance with applicable law the Certificate of Incorporation and Bylaws of
the Company;

         (b) no statute, rule, regulation, executive order, decree, ruling,
judgment, decision, order or injunction shall have been enacted, entered,
promulgated, issued or enforced by any court or other Governmental Authority
which is in effect and has the effect of prohibiting restraining or enjoining
the consummation of the Merger; and

         (c) Subsidiary shall have accepted for payment and paid for all shares
of Company Common Stock duly tendered and not subsequently withdrawn pursuant to
the Offer.

                                   ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

         Section 10.1 TERMINATION. This Agreement may be terminated and the
Merger may be abandoned at any time before the Effective Time, whether before or
after approval of this Agreement and the Merger by the stockholders of the
Company (if required by applicable law):

         (a) by mutual written consent, duly authorized by the Boards of
Directors of Parent and, subject to Section 1.4(c) the Company;

         (b) by either the Company or Parent if (i) any statute, rule,
regulation, executive order, decree, ruling, judgment, decision, order or
injunction of or by any court or other Governmental Authority of competent
jurisdiction which makes the consummation of the Merger illegal shall be in
effect and shall have become final and nonappealable; (ii) the Offer (as
extended and re-extended in accordance with Section 1.1) shall have expired
without the acceptance for payment of shares of Company Common Stock thereunder;
or (iii) the purchase of the shares of Company Common Stock pursuant to the
Offer (as extended and re-extended in accordance with Section 1.1) shall not
have occurred on or prior to the close of business on May 23, 2001 the ("OUTSIDE
DATE"); unless, in the case of any of clause (i), (ii) or (iii) above, such
event has been caused by a breach of this Agreement by the party seeking such
termination;



                                       35
<PAGE>   41

         (c) by Parent, if before the purchase of shares of Company Common Stock
pursuant to the Offer, the Board of Directors of the Company or any committee
thereof shall (i) have recommended an Acquisition Proposal or failed to publicly
announce its recommendation against an Acquisition Proposal within five business
days after the first public announcement of the Acquisition Proposal or in any
announcement or filing made with respect to an Acquisition Proposal pursuant to
Rule 14d-9 or Rule 14e-2 under the Exchange Act; (ii) have withdrawn, modified
or amended its approval or recommendation of the Offer, this Agreement or the
Merger or failed to reaffirm its approval or recommendation of the Offer or the
Merger or the adoption of the Agreement promptly upon Parent's reasonable
request; (iii) have executed an agreement in principle or definitive agreement
relating to an Acquisition Proposal or similar business combination with a third
party; or (iv) have resolved to do any of the foregoing;

         (d) by Parent, if before the purchase of shares of Company Common Stock
pursuant to the Offer, (i) any of the Company's representations and warranties
contained in this Agreement shall be inaccurate as of the date of this
Agreement, or shall have become inaccurate as of a date subsequent to the date
of this Agreement (as if made on such subsequent date) such that the condition
set forth in clause (c)(i) of ANNEX A would not be satisfied or (ii) any of the
Company's covenants contained in this Agreement shall have been breached such
that the condition set forth in clause (c)(ii) of ANNEX A would not be
satisfied, if in either case the Company shall have failed to cure such breach
within ten business days after written notice of the breach; provided, however,
that if an inaccuracy in the Company's representations and warranties or a
breach of a covenant by the Company is not curable by the Company prior to the
Outside Date no such notice or opportunity to cure shall be required;

         (e) by the Company prior to the acceptance for purchase of shares
pursuant to the Offer if (i) there shall have been a breach in any material
respect of any representation or warranty in this Agreement of Parent or
Subsidiary or (ii) Parent or Subsidiary shall have materially breached any
covenant or agreement contained in this Agreement, which breach, in the case of
both clause (i) and clause (ii) above, shall not have been cured prior to ten
business days following notice of such breach to Parent and Subsidiary by the
Company;

         (f) by the Company, if before the purchase of shares of Company Common
Stock pursuant to the Offer, the Board of Directors of the Company or any
committee thereof shall, after complying with Section 8.2(b) hereof, (i) have
recommended a Superior Proposal; or (ii) have authorized or permitted the
execution of an agreement in principle or definitive agreement relating to a
Superior Proposal or similar business combination with a third party.

         Section 10.2    EFFECT OF TERMINATION.

         (a) In the event of termination of this Agreement by either Parent or
the Company pursuant to the provisions of Section 10.1, this Agreement shall
forthwith become void and there shall be no liability or further obligation on
the part of the Company, Parent, Subsidiary or their respective officers or
directors (except for obligations in this Section 10.2(a), in the second
sentence of Section 8.1(a) and in Sections 8.3 and this Section 10.2, all of
which shall survive the termination). Nothing in this Section 10.2 shall relieve
any party hereto from liability for any willful and intentional breach of any
covenant or other agreement of such party contained in this Agreement.

         (b) Parent and the Company agree that (i) if Parent shall terminate
this Agreement (x) pursuant to Section 10.1(c) or (y) pursuant to Section
10.1(d)(ii) by reason of a breach of Section 7.1(d)(i) or Section 8.2, (ii) if
the Company shall terminate this Agreement pursuant to Section 10.1(f) or (iii)
this Agreement is terminated for any other reason (other than the breach of this
Agreement by Parent or Subsidiary and other than pursuant to Section 10.1(a))
and, in the case of this clause (iii) only, (x) at the time of such termination
there was pending an Acquisition Proposal from one or more third parties and



                                       36
<PAGE>   42

(y) within one year after such termination either (A) a transaction is
consummated with any such third party or any affiliate of such third party that
results in the stockholders of the Company immediately prior to the consummation
of such transaction owning less than 80% of the total voting power of the
Company immediately prior to the consummation of the transaction or in the sale
of assets representing 50% or more of the consolidated assets or revenues of the
Company and the Company Subsidiaries or (B) the Company enters into a definitive
agreement for such transaction, then the Company shall pay to Parent an amount
equal to $4,000,000. In addition, if Parent shall terminate this Agreement
pursuant to Section 10.1(b)(iii), Section 10.1(c) or Section 10.1(d) or if the
Company shall terminate this Agreement pursuant to Section 10.1(f), the Company
shall pay to Parent an amount (not to exceed $1,000,000 in the aggregate) equal
to all out-of-pocket expenses and fees payable by Parent, Subsidiary or any of
their affiliates to (i) all banks, investment banking firms and other financial
institutions for providing financial advice with respect to, or arranging or
committing to provide or providing any financing for, the acquisition of all
outstanding shares of Company Common Stock in the Offer and the Merger, and (ii)
to all lawyers, accountants and other professionals in respect of services
performed in connection with the transactions contemplated by this Agreement.

         (c) If the Company shall terminate this Agreement pursuant to Section
10.1(e), Parent shall pay to Company an amount (not to exceed $1,000,000 in the
aggregate) equal to all out-of-pocket expenses and fees payable by the Company
to the Company Financial Advisor and to all lawyers, accountants and other
professionals in respect of services performed in connection with the
transactions contemplated by this Agreement.

         (d) Any payment required to be made pursuant to this Section 10.2 shall
be made not later than three business days after the termination of this
Agreement or in the case of any payment required to be made by the Company under
Section 10.2(b)(ii), three business days after the execution of the definitive
agreement referred to therein, as applicable. All payments under this Section
10.2 shall be made by wire transfer of immediately available funds to an account
designated by the party entitled to receive payment.

         (e) The Company and Parent agree that any payment required to be made
pursuant to Section 10.2(b) shall represent liquidated damages and not a
penalty. The provisions of Sections 10.1 and 10.2 shall be the exclusive remedy
for any party for breach of any representation, warranty, covenant or agreement
contained in this Agreement.

         Section 10.3 AMENDMENT. This Agreement may not be amended except by
action taken by the parties' respective Boards of Directors or duly authorized
committees thereof and then only by an instrument in writing signed on behalf of
each of the parties hereto and in compliance with applicable law and Section
1.4(c). Subject to Section 1.4(c) and applicable law, such amendment may take
place at any time prior to the Closing Date and whether before or after the
Company Stockholders' Approval is obtained; PROVIDED, HOWEVER, that after the
Company Stockholders' Approval is obtained, no amendment may be made which would
reduce the amount or change the kind of consideration to be received by the
holders of Company Common Stock upon consummation of the Merger or alter or
change any of the terms and conditions of this Agreement if such alteration or
change would adversely effect the holders of any class or series of securities
of the Company.

         Section 10.4 EXTENSION; WAIVER. At any time prior to the Effective
Time, subject to Section 1.4(c), any party hereto may (a) extend the time for
the performance of any of the obligations or other acts of the other party, (b)
waive any inaccuracies in the representations and warranties of the other party
contained herein or in any document, certificate or writing delivered pursuant
hereto, or (c) waive compliance by the party with any of the agreements or
conditions contained herein. Any agreement on the part of any party hereto to
any such extension or waiver shall be valid only if set forth in an



                                       37
<PAGE>   43

instrument in writing signed on behalf of such party. The failure of any party
hereto to assert any of its rights hereunder shall not constitute a waiver of
such rights.

                                   ARTICLE XI

                               GENERAL PROVISIONS

         Section 11.1    NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of
the representations, warranties, covenants or agreements in this Agreement or in
any instrument delivered pursuant to this Agreement shall survive the Effective
Time, and after the Effective Time, none of the Company, Parent, Subsidiary or
their respective officers or directors shall have any further obligation with
respect thereto except for the representations, warranties or agreements that by
their terms apply or are to be performed in whole in part after the Effective
Time.

         Section 11.2    NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally, mailed by
registered or certified mail, postage prepaid return receipt requested) or sent
via facsimile to the parties at the following addresses:

         If to Parent or Subsidiary, to:

         Inveresk Research Group Limited
         Elphinstone Research Centre
         Tranet, East Lothian
         EH33 2NE
         Scotland, United Kingdom
         Facsimile:  +44 1875 614 555
         Attention: Stewart G. Leslie

         with a copy to:

         Clifford Chance Rogers & Wells LLP
         200 Park Avenue
         New York, New York 10166
         Telecopier:  (212) 878-8375
         Attention: John A. Healy, Esq.

         If to the Company, to:

         ClinTrials Research Inc.
         11000 Weston Parkway
         Suite 100
         Cary, North Carolina 27513
         Facsimile: (919) 462-2336
         Attention:  Paul Ottaviano

         with a copy to:
         Harwell Howard Hyne Gabbert & Manner, P.C.
         315 Deaderick Street, Suite 1800
         Nashville, Tennessee 37238-1800
         Telecopier:  (615) 251-1059
         Attention:    Mark Manner, Esq.



                                       38
<PAGE>   44

or at such other address as any party hereto shall have designated by notice in
writing to the other parties hereto. Notices shall be deemed duly received (a)
on the date of delivery if delivered personally, or by telecopy or facsimile,
upon confirmation of receipt, or (b) on the tenth business day following the
date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid.

         Section 11.3    GOVERNING LAW; VENUE. This Agreement shall be governed
in all respects including validity, interpretation and effect, by the laws of
the State of Delaware applicable to contracts executed and to be performed
wholly within such state. The exclusive venue for any proceeding brought by any
party to this Agreement against another party in respect of the subject matter
of this Agreement shall be the Delaware Chancery Court or, in the alternative,
any Federal or State Court having proper jurisdiction and sitting in the Borough
of Manhattan, New York, and each party hereby consents to such venue and waives
all rights to object to such venue, whether on the grounds of forum non
conveniens or otherwise.

         Section 11.4    THIRD PARTY BENEFICIARIES. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and except as
set forth in this Agreement; nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement; provided that the provisions of
Section 8.4 hereof are for the benefit of, and shall be enforceable by, each of
the current and former directors and officers of the Company.

         Section 11.5    SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.

         Section 11.6    ASSIGNMENT. Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise by any of the parties hereto
without the prior written consent of the other parties. Any assignment in
violation of the preceding sentence shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and
assigns.

         Section 11.7    ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms. It is accordingly agreed that
the parties shall be entitled to specific performance of the terms hereof, this
being in addition to any other remedy to which they are entitled at law or in
equity.

         Section 11.8    COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.

         Section 11.9    ENTIRE AGREEMENT. This Agreement (including Annex A and
the documents and instruments referred to herein) constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof,
and supersede all prior agreements and understandings, both oral and written,
among the parties with respect to the subject matter of this Agreement. No
representations, warranty, promise, inducement or statement of intention has
been made by any party that is not embodied in this Agreement or such other
documents, and none of the parties shall be bound by, or be liable for, any



                                       39
<PAGE>   45

alleged representation, warranty, promise, inducement or statement of intention
not embodied herein or therein.

                            [Signature Page Follows]



                                       40
<PAGE>   46

         IN WITNESS WHEREOF, Parent, Subsidiary and the Company have caused this
Agreement and Plan of Merger to be signed by their respective officers as of the
date first written above.

                                               INVERESK RESEARCH GROUP LIMITED


                                               By: /s/ Walter S. Nimmo
                                                  ------------------------------
                                                  Name:   Walter S. Nimmo
                                                  Title:  Chief Executive




                                               INDIGO ACQUISITION CORP.



                                               By: /s/ Walter S. Nimmo
                                                  ------------------------------
                                                  Name:   Walter S. Nimmo
                                                  Title:  President




                                               CLINTRIALS RESEARCH INC.



                                               By: /s/ Paul Ottaviano
                                                  ------------------------------
                                                  Name: Paul Ottaviano
                                                  Title: President


                                       41
<PAGE>   47


                                     ANNEX A
                                       TO
                          AGREEMENT AND PLAN OF MERGER



         CONDITIONS TO THE OFFER. Notwithstanding any other provision of the
Offer or the Agreement, in addition to (and not in limitation of) Subsidiary's
rights pursuant to the Agreement to extend and amend the Offer in accordance
with the Agreement, and subject to any applicable rules and regulations of the
SEC, including Rule 14e-1(c)) under the Exchange Act relating to Subsidiary's
obligation to pay for or return tendered shares of Company Common Stock after
termination of the Offer, Subsidiary shall not be required to accept for payment
or, pay for and may delay the acceptance for payment of or, subject to Rule
14e-1(c) of the Exchange Act, the payment for, any tendered shares of Company
Common Stock not theretofore accepted for payment or paid for, and Subsidiary
may amend the Offer (subject to Section 1.1 of the Agreement) if (i) a number of
shares of Company Common Stock representing at least a majority of the sum of
(x) the total number of outstanding shares of Company Common Stock plus (y) the
total number of shares of Company Common Stock issuable upon exercise of
outstanding options, warrants, conversion privileges and other similar rights
shall not have been validly tendered prior to the expiration of the Offer and
not withdrawn or otherwise acquired by Parent or any of its affiliates prior to
the expiration of the Offer ("MINIMUM CONDITION"); (ii) any applicable waiting
period under the HSR Act or the Investment Canada Act or Competition Act
(Canada) shall not have expired or been terminated; or (iii) at any time on or
after the date of the Agreement and prior to the time of acceptance of such
shares of Company Common Stock for payment pursuant to the Offer or the payment
therefor, any of the following conditions has occurred and continues to exist
through the time of acceptance for payment or payment:

         (a) there shall be pending any suit, action, or proceeding (i)
challenging the acquisition by Parent or Subsidiary of the shares of Company
Common Stock, seeking to make illegal, materially delay, make materially more
costly or otherwise directly or indirectly restrain or prohibit the making or
consummation of the Offer and the Merger or the performance of any of the other
transactions contemplated by this Agreement or seeking to obtain from the
Company, Parent or Subsidiary any damages or penalties that are material in
relation to the Company and its subsidiaries taken as whole; (ii) seeking to
prohibit or materially limit the ownership or operation by the Company, Parent
or any of their respective subsidiaries or affiliates of any of the businesses
or assets of the Company, Parent or any of their respective subsidiaries or
affiliates, or to compel the Company, Parent or any of their respective
subsidiaries or affiliates to dispose of or hold separate all or any material
portion of the businesses or assets of the Company or Parent, as a result of the
Offer, the Merger or any of the other transactions contemplated by this
Agreement; (iii) seeking to impose material limitations on the ability of Parent
or Subsidiary to acquire or hold, or exercise full rights of ownership of, any
shares of Company Common Stock accepted for payment pursuant to the Offer
including, without limitation, the right to vote the shares of Company Common
Stock accepted for payment by it on all matters properly presented to the
stockholders of the Company; (iv) seeking to prohibit Parent or any of its
subsidiaries or affiliates from effectively controlling in any material respect
the business or operations of the Company or its subsidiaries; (v) requiring
divestiture by Subsidiary or any of its affiliates of any shares of Company
Common Stock; or (vi) which otherwise would, if adversely determined, have a
Company Material Adverse Effect.

         (b) there shall be any statute, rule, regulation, executive order,
decree, ruling, judgment, decision, order or injunction (including with respect
to competition or antitrust matters) enacted, entered, enforced, promulgated,
issued or enforced, or any statute, rule, regulation, executive order, decree,
ruling, judgment, decision, order or injunction which has been proposed by the
relevant legislative, judicial or regulatory body with respect to or deemed
applicable to, or any material consent or approval withheld or


<PAGE>   48

any other action taken with respect to (i) Parent, the Company or any of their
respective subsidiaries or affiliates or (ii) the Offer or the Merger or any of
the other transactions contemplated by this Agreement, by any court or other
Governmental Authority, other than applicable waiting periods under the HSR Act
as specified in the introductory paragraph above, in any case, that in the
reasonable judgment of Parent, has resulted or is reasonably likely to result,
directly or indirectly, in any of the consequences referred to in clauses (i)
though (vi) of paragraph (a) above;

         (c) (i) the representations and warranties of the Company contained in
the Agreement shall not be true and correct in all material respects at the date
hereof and as of the consummation of the Offer with the same effect as if made
at and as of the consummation of the Offer (except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date); provided, however, that this
condition shall not be satisfied if the representation set forth in Section
5.5(d) of the Agreement is not true and correct at the date hereof or at
consummation of the Offer; (ii) the Company shall have failed to perform or
comply in all material respects with its covenants and obligations contained in
the Agreement, which failure to perform has not been cured within ten business
days after the giving of written notice to the Company; provided, however, that
this condition shall not be satisfied if the Company fails to perform or comply
with the covenant set forth in Section 8.8 of the Agreement; or (iii) there
shall have occurred since the date of the Agreement any events or changes which,
individually or in the aggregate, constitute or may reasonably be expected to
have a Company Material Adverse Effect.

         (d) the Board of Directors of the Company or any committee thereof
shall (i) have recommended an Acquisition Proposal or failed to publicly
announce its recommendation against an Acquisition Proposal within five business
days after the first public announcement of the Acquisition Proposal; (ii) have
withdrawn, modified in a manner adverse to Parent or Subsidiary (including by
amendment of the Schedule 14D-9), or amended in a manner adverse to Parent or
Subsidiary its approval or recommendation of the Offer, this Agreement or the
Merger, or failed to reaffirm its approval or recommendation of the Offer or the
Merger or the adoption of the Agreement upon Parent's reasonable request, or
recommended an Alternative Proposal; (iii) have executed an agreement in
principle or a definitive agreement relating to an Acquisition Proposal or
similar business combination with an entity other than Parent, Subsidiary or
their affiliates, or (iv) have resolved to do any of the foregoing;

         (e) the Agreement shall have been terminated in accordance with its
terms, or any event shall have occurred which gives Parent or Subsidiary the
right to terminate the Agreement or not consummate the Merger;

         (f) there shall have occurred and be continuing (i) any general
suspension of trading in, or limitation in prices for securities on any national
securities exchange or in the over-the-counter market (other than as a result of
market circuit-breakers or other similar procedures); (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, the United Kingdom or Canada (whether or not mandatory); (iii)
any limitation (whether or not mandatory), by a United States, United Kingdom or
Canadian governmental authority or agency on the extension of credit by banks or
other financial institutions which in the reasonable judgment of Parent or
Subsidiary, in any such case, makes it inadvisable to proceed with the Offer or
with such acceptance for payment or payments; (iv) a commencement of war or
armed hostilities or other national or international calamity directly or
indirectly involving the United States, the United Kingdom or Canada, which has
a significant adverse effect on the functioning of financial markets in the
United States, the United Kingdom or Canada; or (v) in the case of any of the
foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof;



                                       2
<PAGE>   49

         (g) all consents, registrations, approvals, permits, authorizations,
notices, reports or other filings required to be obtained or made by the
Company, Parent or Subsidiary with or from any Governmental Authority or third
party in connection with the execution, delivery and performance of the
Agreement, the Offer and the consummation of the transactions contemplated by
this Agreement shall not have been made or obtained and such failure could
reasonably be expected to have a Company Material Adverse Effect; or

         (h) it shall have been publicly disclosed that any Person, entity or
"group" (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired
beneficial ownership (as determined pursuant to Rule 13d-3 promulgated under the
Exchange Act) of more than 20% of the then-outstanding shares of Company Common
Stock, through the acquisition of stock, the formation of a group or otherwise.

Subject to the provisions of Section 1.1 of the Agreement, the foregoing
conditions are solely for the benefit of Parent and Subsidiary and may be waived
by either Parent or Subsidiary, in whole or in part at any time and from time to
time, in the sole discretion of Parent and Subsidiary. The failure by Parent and
Subsidiary at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.



                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2.C
<SEQUENCE>5
<FILENAME>y46160aex99-2_c.txt
<DESCRIPTION>STOCKHOLDERS AGREEMENT
<TEXT>

<PAGE>   1


                                                                  EXECUTION COPY

                             STOCKHOLDERS AGREEMENT

               THIS STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of
February 22, 2001, by and among INVERESK RESEARCH GROUP LIMITED, a corporation
organized under the laws of Scotland ("Parent"), INDIGO ACQUISITION CORP., a
Delaware corporation ("Subsidiary") and a wholly owned subsidiary of Parent, and
each of the Persons listed on the signature pages hereto (each in such person's
individual capacity, a "Stockholder", and collectively, the "Stockholders").

               WHEREAS, each of the Stockholders is, as of the date hereof, the
record and beneficial owner of the number of shares of capital stock of
Clintrials Research Inc., a Delaware corporation (the "Company"), set forth on
Annex I hereto;

               WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent, Subsidiary and the Company are entering into an Agreement and
Plan of Merger, dated the same date as this Agreement (the "Merger Agreement";
capitalized terms used but not defined in this Agreement have the same meanings
ascribed to those terms in the Merger Agreement), which provides, among other
things, for the acquisition of the Company by Parent by means of a cash tender
offer (the "Offer") by Subsidiary for all of the outstanding shares of Company
Common Stock and for the subsequent merger (the "Merger") of Subsidiary with and
into the Company upon the terms and subject to the conditions set forth in the
Merger Agreement; and

               WHEREAS, as a condition to the willingness of Parent and
Subsidiary to enter into the Merger Agreement, and in order to induce Parent and
Subsidiary to enter into the Merger Agreement, the Stockholders have agreed to
enter into this Agreement.

               NOW, THEREFORE, in consideration of the execution and delivery by
Parent and Subsidiary of the Merger Agreement and the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein and
therein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

        Section 1. Representations and Warranties of the Stockholders. Each of
the Stockholders hereby represents and warrants to Parent and Subsidiary,
severally and not jointly, as follows:

                        (a) Such Stockholder is the record and beneficial owner
of the number of shares of capital stock of the Company (as may be adjusted from
time to time pursuant to Section 7 hereof, the "Shares") set forth opposite the
Stockholder's name on Annex I hereto. On the date hereof, the Shares opposite
such Stockholder's name on Annex I constitute all of the Shares owned by such
Stockholders. Such Stockholder has the exclusive right to vote or dispose of (or
exercise the voting or disposition of) such Shares.

                        (b) If such Stockholder is an individual, such
Stockholder has the legal capacity to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.

                        (c) If such Stockholder is a corporation, general
partnership, limited partnership, limited liability company or any other
corporate entity, such Stockholder is duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of organization, and
such Stockholder has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken
all corporate, partnership or other action necessary to authorize the execution,
delivery and performance of this Agreement.


<PAGE>   2

                        (d) This Agreement has been duly authorized by all
requisite action (corporate, partnership or other) on the part of such
Stockholder, has been validly executed and delivered by such Stockholder and
constitutes the legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

                        (e) The execution and delivery of this Agreement by such
Stockholder do not, and the performance by such Stockholder of such
Stockholder's obligations under this Agreement will not, (i) conflict with,
result in a violation or breach of, constitute (with or without notice or lapse
of time or both) a default under, result in or give to any person any right of
termination, cancellation, modification or acceleration of, or result in the
creation or imposition of any Lien upon any of the assets or properties of such
Stockholder under, any of the terms, conditions or provisions of (A) the
certificates of articles of incorporation or by laws (or other comparable
organizational documents) of (x) any law or order of any Governmental Authority
applicable to such Stockholder or any of such Stockholder's assets or
properties, or (y) any contract to which such Stockholder is a party or by which
such Stockholder or any of such Stockholder's assets or properties is bound, or
(ii) require any filing by such Stockholder with, or any permit, authorization,
consent or approval of, any Governmental Authority or any third party. There is
no beneficiary or holder of a voting trust certificate or other interest of any
trust of which such Stockholder is a trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by such Stockholder
of the transactions contemplated hereby.

                        (f) The Shares and the certificates representing the
Shares owned by such Stockholder are now and at all times during the term hereof
will be held by such Stockholder, or by a nominee or custodian for the benefit
of such Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder, and not subject to any preemptive rights.

        Section 2. Representations and Warranties of Parent and Subsidiary. Each
of Parent and Subsidiary hereby represents and warrants to the Stockholders as
follows:

                        (a) Each of Parent and Subsidiary is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of incorporation or organization, respectively and each of them has
full corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement.

                        (b) This Agreement has been duly authorized, executed
and delivered by each of Parent and Subsidiary and constitutes the legal, valid
and binding obligation of each of Parent and Subsidiary, enforceable against
each of them in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                        (c) The execution and delivery of this Agreement by
Parent and Subsidiary do not, and the performance by Parent and Subsidiary of
their obligations hereunder and the consummation of the transactions
contemplated hereby will not, (i) conflict with, result in a violation or breach
of, constitute (with or without notice or lapse of time or both) a default
under, result in or give to any person any right of termination, cancellation,
modification or acceleration of, or result in the creation or

                                       2
<PAGE>   3

imposition of any Lien upon any of the assets or properties of Parent or
Subsidiary under, any of the terms, conditions or provisions of (A) the
certificates or articles of incorporation or bylaws (or other comparable
organizational documents) of Parent or Subsidiary or (B) (x) any law or order of
any Governmental Authority applicable to Parent or Subsidiary or any of their
respective assets or properties, or (y) any contract to which Parent or
Subsidiary is a party or by which Parent or Subsidiary or any of their
respective assets or properties is bound, excluding from the foregoing clauses
(x) and (y) conflicts, violations, breaches, defaults, terminations,
modifications, accelerations and creations and impositions of Liens which,
individually or in the aggregate, could not be reasonably expected to have a
material adverse effect on the ability of Parent or Subsidiary to consummate the
transactions contemplated by this Agreement, or (ii) require any filing by
Parent or Subsidiary with, or any permit, authorization, consent or approval of,
any Governmental Authority.

        Section 3. Purchase and Sale of the Shares. Each Stockholder hereby
agrees to tender the Shares set forth opposite such Stockholder's name on Annex
I to this Agreement in response to the Offer promptly, and in any event no later
than the fifth business day following the commencement of the Offer pursuant to
Section 1.1 of the Merger Agreement and not to withdraw any Shares so tendered
unless the Offer is terminated or has expired; provided, that if such
Stockholder shall hereafter acquire shares of Company Common Stock, then any
such Shares shall be tendered in response to the Offer on the next succeeding
business day after such acquisition. Subsidiary hereby agrees to purchase all
the Shares so tendered at a price per Share equal to $6.00 or any higher price
that may be paid in the Offer; provided, however, that Subsidiary's obligation
to accept for payment and pay for the Shares in the Offer is subject to all the
terms and conditions of the Offer set forth in the Merger Agreement, including
Annex A thereto.

        Section 4. Voting. Each Stockholder hereby agrees that such Stockholder:
(i) will vote all Shares owned by the Stockholder in favor of the Merger and the
Merger Agreement, at any meeting of the Company's stockholders, or, if requested
by Parent or Subsidiary, execute and deliver written consents to the same effect
and (ii) will vote against, and will not vote or grant any consent in favor of,
or that would facilitate, any Acquisition Proposal other than the Merger and the
other transactions contemplated by the Merger Agreement.

        Section 5. Transfer of the Shares. Prior to the termination of this
Agreement, except as otherwise provided in this Agreement, none of the
Stockholders shall: (i) transfer (which term shall include, without limitation,
for the purposes of this Agreement, any transfer of beneficial ownership,
including any sale, gift, pledge or other disposition), or consent to any
transfer of, any or all of the Shares; (ii) enter into any contract, option or
other agreement or understanding with respect to any transfer of any or all of
the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or
other authorization or consent in or with respect to the Shares; (iv) deposit
the Shares into a voting trust or enter into a voting agreement or arrangement
with respect to the Shares; or (v) take any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder's
obligations under this Agreement or the transactions contemplated by this
Agreement. Notwithstanding the foregoing, any Stockholder that is a natural
person may transfer Shares to his or her spouse or lineal descendant or to a
trust for the benefit of any one or more such family members, provided the
transferee agrees in writing, in such a manner as Parent reasonably may request,
to be bound by the provisions of this Agreement as if named as a Stockholder,
and provided the transferor remains responsible for the transferee's performance
of its obligations under this Agreement. Nothing in this Section 5 shall
prohibit a transfer by one Stockholder to another Stockholder.

        Section 6. Grant of Irrevocable Proxy; Appointment of Proxy.

                        (a) Each Stockholder hereby irrevocably grants to, and
appoints, Parent and any nominee thereof, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and

                                       3
<PAGE>   4

in the name, place, and stead of such Stockholder, to vote such Stockholder's
Shares, or grant a consent, waiver or approval in respect of such Stockholder's
Shares, in connection with any meeting of the Stockholders of the Company or
otherwise, (i) in favor of the Merger and the other transactions and actions
contemplated by the Merger Agreement and (ii) against any action or agreement
which would impede, interfere with or prevent the Merger, including any
Acquisition Proposal other than the Merger.

                        (b) Each Stockholder represents that any proxies
heretofore given in respect of the Shares are not irrevocable, and that all such
proxies are hereby revoked.

                        (c) Each Stockholder hereby affirms that the proxy set
forth in this Section 6 is irrevocable and is given in connection with the
execution of the Merger Agreement, and that such irrevocable proxy is given to
secure the performances of the duties of such Stockholder under this Agreement.
Each Stockholder hereby further affirms that the irrevocable proxy granted
hereby is coupled with an interest in the Shares and, except as set forth in
Section 10 of this Agreement, is intended to be irrevocable in accordance with
the provisions of Section 212(e) of the Delaware General Corporation Law.

        Section 7. Certain Events. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Shares or the acquisition of
additional shares of capital stock or other securities or rights of the Company
by any Stockholder, the number of Shares shall be adjusted appropriately, and
this Agreement and the rights and obligations hereunder shall attach to any
additional shares of Company Common Stock or other securities or rights of the
Company issued to or acquired by any such Stockholder.

        Section 8. Certain Other Agreements. From the date of this Agreement
until the earlier of the termination of this Agreement or the Effective Time,
none of the Stockholders shall, and none of the Stockholders shall authorize or
permit any advisor or representative retained by or acting for or on behalf of
any such Stockholder to, directly or indirectly, (i) initiate, solicit,
encourage or facilitate (including by way of furnishing information) any
inquiries or the making of any proposal or offer (including without limitation
an offer to stockholder of the Company) for an Acquisition Proposal, other than
the transactions contemplated by the Merger Agreement or by this Agreement or
(ii) have any discussion with or provide any confidential information or data to
any person relating to an Acquisition Proposal, or knowingly facilitate any
effort or attempt to make or implement an Acquisition Proposal.

        Section 9. Further Assurances. Each Stockholder shall, upon request of
Parent or Subsidiary, execute and deliver any additional documents and take such
further actions as may reasonably be deemed by Parent or Subsidiary to be
necessary or desirable to carry out the provisions hereof and to vest in Parent
the power to vote, grant consents and grant waivers with respect to the Shares
as contemplated by Section 6 of this Agreement.

        Section 10. Termination. Except as otherwise provided in this Agreement,
this Agreement, and all rights and obligations of the parties hereunder, shall
terminate immediately upon the earlier of (i) the acquisition by Parent, through
Subsidiary or otherwise, of all the Shares or (ii) the Effective Time; provided,
however, that Section 12(k) shall survive any termination of this Agreement.

        Section 11. Public Announcements. Each of the Stockholders, Parent and
Subsidiary agrees that it will not issue any press release or otherwise make any
public statement with respect to this Agreement or the transactions contemplated
hereby without the prior consent of the other party, which consent shall not be
unreasonably withheld or delayed; provided, however, that such disclosure can be
made without obtaining such prior consent if (i) the disclosure is required by
law, and (ii) the party making such

                                       4
<PAGE>   5

disclosure has first used its best efforts to consult with the other party about
the form and substance of such disclosure.

        Section 12. Miscellaneous.

                        (a) All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:

                        (A)  if to any or all of the Stockholders, to them in
                             care of:

                             ClinTrials Research Inc.
                             11000 Weston Parkway
                             Suite 100
                             Cary, North Carolina 27513
                             Facsimile: (919) 462-2336
                             Attention:  Paul Ottaviano

                with a copy to:

                             Harwell Howard Hyne Gabbert & Manner, P.C.
                             315 Deaderick Street, Suite 1800
                             Nashville, Tennessee 37238-1800
                             Facsimile:  (615) 251-1059
                             Attention: Mark Manner, Esq.

                        (B)  if to Parent or Subsidiary, to:

                             Inveresk Research Group Limited
                             Elphinstone Research Centre
                             Tranent, East Lothian EH33 2NE
                             Scotland, United Kingdom
                             Facsimile:  44 1875 614 555
                             Attention:  Stewart G. Leslie

                with a copy to:

                             Clifford Chance Rogers & Wells LLP
                             200 Park Avenue
                             New York, New York 10166
                             Facsimile:  (212) 878-8375
                             Attention:  John A. Healy, Esq.

                        (C)  if to the Company, to:

                             ClinTrials Research Inc.
                             11000 Weston Parkway
                             Suite 100
                             Cary, North Carolina 27513
                             Facsimile: (919) 462-2336
                             Attention:  Paul Ottaviano

                                       5
<PAGE>   6

                with a copy to:

                             Harwell Howard Hyne Gabbert & Manner, P.C.
                             315 Deaderick Street, Suite 1800
                             Nashville, Tennessee 37238-1800
                             Facsimile:  (615) 251-1059
                             Attention: Mark Manner, Esq.

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice is to be delivered pursuant to this Section). Any party from
time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving notice specifying such change to
the other parties hereto.

                        (b) The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                        (c) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.

                        (d) This Agreement constitutes the entire agreement, and
supersedes all prior agreements and understandings, whether written and oral,
among the parties hereto with respect to the subject matter hereof.

                        (e) This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware without giving effect to
the principles of conflicts of laws thereof.

                        (f) Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, and any such purported assignment shall be null
and void; provided, however, that either of Parent or Subsidiary may, without
the prior written consent of any Stockholder, assign its rights and obligations
to any of its direct or indirect wholly owned subsidiaries. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by, the parties and their respective successors and assigns,
and the provisions of this Agreement are not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder.

                        (g) If any term, provision, covenant or restriction
herein is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable or against its regulatory policy, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.

                        (h) Each of the parties hereto acknowledge and agrees
that in the event of any breach of this Agreement, each non-breaching party
would be irreparably and immediately harmed and could not be made whole by
monetary damages. It is accordingly agreed that the parties hereto (i) will
waive, in any action for specific performance, the defense of adequacy of a
remedy at law and (ii) shall be entitled, in addition to any other remedy to
which they may be entitled at law or in equity, to compel specific performance
of this Agreement.

                                       6
<PAGE>   7

                        (i) No amendment, modification or waiver in respect to
this Agreement shall be effective unless it shall be in writing and signed by
each party hereto.

                        (j) No person who is or becomes (during the term hereof)
a director or officer of the Company makes any agreement or understanding herein
in his or her capacity as such director or officer, and nothing herein shall
limit or restrict such director or officer in acting in his or her capacity as a
director or officer, as the case may be, of the Company and exercising his or
her fiduciary duties and responsibilities, it being agreed and understood that
this Agreement shall apply to the Stockholder solely in his or her capacity as a
stockholder and shall not apply to the director's or officer's actions,
judgments or decisions as a director or officer of the Company.

                        (k) All fees and expenses incurred by any one party
hereto shall be borne by the party incurring such fees and expenses.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       7
<PAGE>   8


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.

                                           INVERESK RESEARCH GROUP LIMITED



                                           By:  /s/ Walter S. Nimmo
                                                -------------------------------
                                                Name:    Walter S. Nimmo
                                                Title:   Chief Executive




                                           INDIGO ACQUISITION CORP.



                                           By:  /s/  Walter S. Nimmo
                                                -------------------------------
                                                Name:    Walter S. Nimmo
                                                Title:   President


                                       8
<PAGE>   9


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.

                                                /s/  Richard J. Eskind
                                                -------------------------------
                                                Richard J. Eskind



                                       9
<PAGE>   10
     IN WITNESS WHEREOF, Parent, Subsidiary and each of the Stockholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.

                                                  Richard J. Eskind Grantor
                                                  Retained Annuity Trust No. 2


                                                  By: /s/ Jeffrey B. Eskind
                                                     ---------------------------
                                                     Name:    Jeffrey B. Eskind
                                                     Title:   Trustee
<PAGE>   11


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Irwin B. Eskind
                                                -------------------------------
                                                Irwin B. Eskind, M.D.



                                       10
<PAGE>   12
     IN WITNESS WHEREOF, Parent, Subsidiary and each of the Stockholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.

                                             Irwin B. Eskind Grantor
                                             Retained Annuity Trust No. 4


                                             By: /s/ William H. Eskind
                                                ------------------------------
                                                Name:   William H. Eskind
                                                Title:  Trustee
<PAGE>   13


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Paul J. Ottaviano
                                                -------------------------------
                                                Paul J. Ottaviano



                                       11
<PAGE>   14


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Edward G. Nelson
                                                -------------------------------
                                                Edward G. Nelson



                                       12
<PAGE>   15


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.

                                                Nelson Capital Corporation



                                                By:  /s/ Edward G. Nelson
                                                     --------------------------
                                                     Name:    Edward G. Nelson
                                                     Title:   President

                                       13
<PAGE>   16


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ Roscoe R. Robinson
                                                -------------------------------
                                                Roscoe R. Robinson, M.D.



                                       14

<PAGE>   17


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ S. Colin Neill
                                                -------------------------------
                                                S. Colin Neill






                                       15
<PAGE>   18


               IN WITNESS WHEREOF, Parent, Subsidiary and each of the
Stockholders have caused this Agreement to be duly executed and delivered as of
the date first written above.


                                                /s/ William C. O'Neil, Jr.
                                                -------------------------------
                                                William C. O'Neil, Jr.






                                       16
<PAGE>   19


                                     ANNEX I

                       Ownership of Shares; Option Prices

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
HOLDER                   NUMBER OF SHARES   NUMBER OF OPTIONS    OPTION PRICE PER SHARE
==========================================================================================
<S>                      <C>                <C>                  <C>
Richard J. Eskind                1,209,632                    0       Not applicable
------------------------------------------------------------------------------------------
Richard J. Eskind Grantor
Retained Annuity
Trust No. 2                        500,000                    0       Not applicable
------------------------------------------------------------------------------------------
Irwin B. Eskind                    857,511                    0       Not applicable
------------------------------------------------------------------------------------------
Irwin B. Eskind Grantor
Retained Annuity Trust
No. 4                              400,000                    0       Not applicable
------------------------------------------------------------------------------------------
Nelson Capital
Corporation                         65,964                    0       Not applicable
------------------------------------------------------------------------------------------
Edward G. Nelson                     9,747               10,000                     $7.00
------------------------------------------------------------------------------------------
                                                          1,000                     $3.63
------------------------------------------------------------------------------------------
                                                          5,000                     $2.81
------------------------------------------------------------------------------------------
                                                          2,500                     $5.88
------------------------------------------------------------------------------------------
                                                          1,000                     $4.13
------------------------------------------------------------------------------------------
                                                         10,000                     $3.06
------------------------------------------------------------------------------------------
                                                         30,000                     $3.88
------------------------------------------------------------------------------------------
                                                          1,000                     $5.19
------------------------------------------------------------------------------------------
Paul J. Ottaviano                        0               30,000                     $2.77
------------------------------------------------------------------------------------------
                                                         15,375                     $6.83
------------------------------------------------------------------------------------------
                                                         14,625                     $6.83
------------------------------------------------------------------------------------------
                                                         15,000                     $6.67
------------------------------------------------------------------------------------------
                                                         15,000                    $12.92
------------------------------------------------------------------------------------------
                                                         15,000                     $7.63
------------------------------------------------------------------------------------------
                                                         15,000                     $5.00
------------------------------------------------------------------------------------------
                                                         68,025                     $5.88
------------------------------------------------------------------------------------------
                                                          6,975                     $5.88
------------------------------------------------------------------------------------------
                                                         50,000                     $3.75
------------------------------------------------------------------------------------------
                                                         30,000                     $3.88
------------------------------------------------------------------------------------------
Roscoe R. Robinson                       0               12,000                     $7.00
------------------------------------------------------------------------------------------
                                                         10,000                     $7.00
------------------------------------------------------------------------------------------
                                                          1,000                     $3.63
------------------------------------------------------------------------------------------
                                                          5,000                     $2.81
------------------------------------------------------------------------------------------
                                                          2,500                     $5.88
------------------------------------------------------------------------------------------
                                                          1,000                     $4.13
------------------------------------------------------------------------------------------
                                                         10,000                     $3.06
------------------------------------------------------------------------------------------
                                                         15,000                     $3.88
------------------------------------------------------------------------------------------
                                                          1,000                     $5.19
------------------------------------------------------------------------------------------
S. Colin Neill                                           50,000                     $3.94
------------------------------------------------------------------------------------------
                                                         50,000                     $5.88
------------------------------------------------------------------------------------------
                                                         50,000                     $3.75
------------------------------------------------------------------------------------------
                                                         15,000                     $3.88
------------------------------------------------------------------------------------------
William C. O'Neil, Jr.             762,800                    0       Not applicable
------------------------------------------------------------------------------------------
</TABLE>

                                       17
</TEXT>
</DOCUMENT>
</SUBMISSION>
