
                                                                    Exhibit 1.1.





                                AMPEX CORPORATION
                            (a Delaware corporation)

                                   $14,000,000

                            12% Senior Notes Due 2003



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






                               PURCHASE AGREEMENT



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






                              Dated: July 17, 1998





739869.1
                                        1

<PAGE>





                                Table of Contents


<TABLE>
<S>                 <C>                                                                                    <C>
  SECTION 1.        Representations and Warranties.........................................................2

           (a)      Representations and Warranties by the Company..........................................2

           (b)      Officer's Certificates.................................................................9

  SECTION 2.        Sale and Delivery to Initial Purchaser; Closing........................................9

           (a)      Notes..................................................................................9

           (b)      Payment................................................................................9

           (c)      Qualified Institutional Buyer.........................................................10

  SECTION 3.        Covenants of the Company..............................................................10

           (a)      Offering Memorandum...................................................................10

           (b)      Notice and Effect of Material Events..................................................10

           (c)      Amendment to Offering Memorandum and Supplements......................................10

           (d)      Qualification of Notes for Offer and Sale.............................................11

           (e)      DTC...................................................................................11

           (f)      Use of Proceeds.......................................................................11

  SECTION 4.        Payment of Expenses...................................................................11

           (a)      Expenses..............................................................................11

           (b)      Termination of Agreement..............................................................11

  SECTION 5.        Conditions of Initial Purchaser's Obligations.........................................12

           (a)      Opinion of Counsel for the Company....................................................12

           (b)      Opinion of Patent Counsel for the Company. ...........................................12

           (c)      Opinion of Counsel for Initial Purchaser..............................................12

           (d)      Officers' Certificate.................................................................12

           (e)      Accountant's Comfort Letter...........................................................13

           (f)      Bring-down Comfort Letter.............................................................13

           (g)      Registration Rights Agreement.........................................................13
</TABLE>

739869.1
                                        i

<PAGE>


<TABLE>
<S>                 <C>                                                                                   <C>
           (h)      PORTAL. ..............................................................................13

           (i)      Additional Documents..................................................................13

           (j)      Termination of Agreement..............................................................13

  SECTION 6.        Subsequent Offers and Resales of the Notes............................................13

           (a)      Offer and Sale Procedures.............................................................13

           (b)      Covenants of the Company..............................................................15

  SECTION 7.        Indemnification.......................................................................16

           (a)      Indemnification of Initial Purchaser..................................................16

           (b)      Indemnification of Company, Directors and Officers....................................16

           (c)      Actions against Parties; Notification.................................................17

  SECTION 8.        Contribution..........................................................................17

  SECTION 9.        Representations, Warranties and Agreements to Survive Delivery........................18

  SECTION 10.       Termination of Agreement..............................................................18

           (a)      Termination; General..................................................................18

           (b)      (b)Liabilities........................................................................19

  SECTION 11.       Notices...............................................................................19

  SECTION 12.       Parties...............................................................................19

  SECTION 13.       GOVERNING LAW AND TIME................................................................20

  SECTION 14.       Effect of Headings....................................................................20
</TABLE>





739869.1
                                       ii

<PAGE>



                                   $14,000,000

                            12% Senior Notes Due 2003

                                AMPEX CORPORATION

                            (a Delaware corporation)

                               PURCHASE AGREEMENT

                                                                   July 17, 1998

FIRST ALBANY CORPORATION
One Penn Plaza
New York, New York 10119

Ladies and Gentlemen:

         Ampex Corporation, a Delaware corporation (the "Company"), confirms its
agreement with First Albany Corporation (the "Initial Purchaser"),  with respect
to the issue and sale by the Company and the  purchase by the Initial  Purchaser
of $14,000,000  aggregate principal amount of the Company's 12% Senior Notes Due
2003 (the "Notes"). The Notes are to be issued pursuant to an Indenture dated as
of January 28, 1998,  between the Company and IBJ Schroder Bank & Trust Company,
as trustee (the "Trustee"), as amended by First Amendment to Indenture, dated as
of July 2, 1998 (the  "Indenture").  Notes  issued  in  book-entry  form will be
issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant
to a letter  agreement,  to be dated as of the Closing Time (as defined below in
Section 2(b)) (the "DTC Agreement"), among the Company, the Trustee and DTC.

         The Company  understands that the Initial Purchaser proposes to make an
offering of the Notes on the terms and in the manner set forth herein and agrees
that the Initial  Purchaser  may  resell,  subject to the  conditions  set forth
herein, all or a portion of the Notes to purchasers ("Subsequent Purchasers") at
any time after the date of this Agreement.  The Notes are to be offered and sold
through the Initial  Purchaser without being registered under the Securities Act
of 1933,  as amended (the "1933 Act"),  in reliance upon  exemptions  therefrom.
Pursuant to the terms of the Notes and the  Indenture,  investors  that  acquire
Notes  may only  resell  or  otherwise  transfer  such  Notes if such  Notes are
hereafter registered under the 1933 Act or if an exemption from the registration
requirements of the 1933 Act is available  (including the exemption  afforded by
Rule 144A ("Rule 144A") of the rules and regulations  promulgated under the 1933
Act by the Securities and Exchange Commission (the "Commission")).

         The Company has prepared and delivered to the Initial  Purchaser copies
of a  preliminary  offering  memorandum  dated  July 6, 1998  (the  "Preliminary
Offering  Memorandum")  and  has  prepared  and  will  deliver  to  the  Initial
Purchaser,  on the date  hereof or the next  succeeding  day,  copies of a final
offering memorandum dated July 17, 1998 (the "Final Offering Memorandum"),  each
for  use by the  Initial  Purchaser  in  connection  with  its  solicitation  of
purchases of, or offering

739869.1

<PAGE>



of, the Notes.  "Offering  Memorandum"  means,  with respect to any date or time
referred to in this Agreement,  the most recent offering memorandum (whether the
Preliminary  Offering  Memorandum  or  the  Final  Offering  Memorandum,  or any
amendment or supplement to either such document),  including  exhibits  thereto,
which has been prepared and delivered by the Company to the Initial Purchaser in
connection with its solicitation of purchases of, or offering of, the Notes.

         The holders of Notes will be  entitled  to the  benefits of an Exchange
and Registration  Rights Agreement between the Company and the Initial Purchaser
(the "Registration Rights Agreement"), pursuant to which the Company will file a
registration  statement  (the  "Registration  Statement")  with  the  Commission
registering  the Notes or the  Exchange  Notes  referred to in the  Registration
Rights Agreement under the 1933 Act.

         SECTION 1.   Representations and Warranties.

                  (a) Representations and Warranties by the Company. The Company
represents and warrants to the Initial Purchaser as of the date hereof and as of
the Closing Time referred to in Section 2(b) hereof, and agrees with the Initial
Purchaser as follows:

                        (i)  Similar Offerings. The Company has not, directly or
indirectly,  solicited  any  offer  to buy or  offered  to sell,  and will  not,
directly or indirectly, solicit any offer to buy or offer to sell, in the United
States or to any United  States  citizen or resident,  any security  which is or
would be  integrated  with the sale of the Notes in a manner that would  require
the Notes to be registered under the 1933 Act.

                       (ii)  Offering  Memorandum.  The Offering Memorandum does
not, and at the Closing Time will not, include an untrue statement of a material
fact or omit to state a material fact  necessary in order to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading; provided that this representation,  warranty and agreement shall not
apply to  statements  in or  omissions  from  the  Offering  Memorandum  made in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company in writing by the Initial  Purchaser  expressly  for use in the Offering
Memorandum.

                      (iii)  Incorporated Documents.  The documents incorporated
or deemed to be incorporated by reference in the Offering Memorandum at the time
they were or hereafter are filed with the Commission complied and will comply in
all material  respects with the  requirements  of the 1934 Act and the rules and
regulations of the Commission thereunder,  and when read together with the other
information in the Offering  Memorandum,  at the date of the Offering Memorandum
and at the Closing  Time,  do not and will not include an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading.

                       (iv)  Independent   Accountants.   The   accountants  who
certified certain of the financial  statements and supporting schedules included
in the Offering  Memorandum are independent  certified  public  accountants with
respect to the Company and its subsidiaries within the

739869.1
                                        2

<PAGE>



meaning of Regulation S-X under the 1933 Act.

                        (v)  Financial  Statements.  The  financial  statements,
together  with  the  related  schedules  and  notes,  included  in the  Offering
Memorandum  present  fairly  the  financial  position  of the  Company  and  its
consolidated  subsidiaries  at the dates  indicated and the statement of income,
stockholders'  equity  and  cash  flows  of the  Company  and  its  consolidated
subsidiaries  for the periods  specified;  said financial  statements  have been
prepared in conformity with generally accepted  accounting  principles  ("GAAP")
applied  on a  consistent  basis  throughout  the  periods  involved,  except as
indicated  therein or in the notes thereto.  The supporting  schedules,  if any,
included in the Offering  Memorandum  present fairly in accordance with GAAP the
information required to be stated therein. The selected consolidated  historical
financial  data  included  in  the  Offering   Memorandum   present  fairly  the
information shown therein and have been compiled on a basis consistent with that
of the audited financial statements included in the Offering Memorandum. The pro
forma financial  information of the Company and its subsidiaries and the related
notes thereto included in the Offering Memorandum present fairly the information
shown therein,  have been prepared in accordance with the Commission's rules and
guidelines with respect to pro forma financial statements and have been properly
compiled  on the  bases  described  therein,  and  the  assumptions  used in the
preparation  thereof  are  reasonable  and  the  adjustments  used  therein  are
appropriate to give effect to the  transactions  and  circumstances  referred to
therein.

                       (vi)  No Material  Adverse Change in Business.  Since the
respective  dates as of which  information is given in the Offering  Memorandum,
except as  otherwise  stated  therein,  (A) there has been no  material  adverse
change, and no development  involving a prospective  material adverse change, in
the  condition,  financial or  otherwise,  or in the earnings or business of the
Company and its subsidiaries  considered as one enterprise (a "Material  Adverse
Effect"),  whether or not arising in the ordinary course of business,  (B) there
have  been  no  transactions   entered  into  by  the  Company  or  any  of  its
subsidiaries,  other than those in the ordinary  course of  business,  which are
material  with  respect to the Company and its  subsidiaries  considered  as one
enterprise,  and (C)  there has been no  dividend  or  distribution  of any kind
declared, paid or made by the Company on any class of its capital stock.

                      (vii) Good Standing of the Company.  The Company has been
duly  organized and is validly  existing as a corporation in good standing under
the laws of the State of Delaware and has corporate  power and authority to own,
lease and operate its properties and to conduct its business as described in the
Offering  Memorandum  and to enter into and perform its  obligations  under this
Agreement;  and the  Company  is duly  qualified  as a  foreign  corporation  to
transact  business and is in good standing in each other  jurisdiction  in which
such qualification is required, whether by reason of the ownership or leasing of
property or the conduct of  business,  except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

                     (viii)  Good  Standing of  Significant  Subsidiaries.  Each
"significant subsidiary" of the Company (as such term is defined in Rule 1-02 of
Regulation S-X) (each a "Significant Subsidiary") has been duly organized and is
validly existing as a corporation in good standing under

739869.1
                                        3

<PAGE>



the laws of the  jurisdiction  of its  incorporation,  has  corporate  power and
authority to own,  lease and operate its  properties and to conduct its business
as  described  in the  Offering  Memorandum  and is duly  qualified as a foreign
corporation to transact business and is in good standing in each jurisdiction in
which such  qualification  is  required,  whether by reason of the  ownership or
leasing of property or the conduct of  business,  except where the failure so to
qualify or to be in good standing would not result in a Material Adverse Effect;
all of the issued and outstanding  capital stock of each Significant  Subsidiary
has been duly  authorized and validly issued,  is fully paid and  non-assessable
and is owned by the Company, directly or through subsidiaries, free and clear of
any security interest,  mortgage,  pledge, lien,  encumbrance,  claim or equity;
none of the outstanding shares of capital stock of the Significant  Subsidiaries
was issued in violation of any preemptive or similar rights arising by operation
of law, or under the charter or by-laws of any  Significant  Subsidiary or under
any agreement to which the Company or any Significant Subsidiary is a party.

                       (ix)  Capitalization.    The   authorized,   issued   and
outstanding  capital  stock  of the  Company  is as set  forth  in the  Offering
Memorandum under the caption  "Capitalization" as of the date set forth therein,
and except as set forth in the Offering Memorandum,  there have been no material
changes thereto.

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

                       (xi)  Authorization of Registration Rights Agreement. The
Registration  Rights  Agreement has been duly  authorized by the Company and, at
the Closing Time,  will have been duly executed and delivered by the Company and
will  constitute  a valid and  binding  agreement  of the  Company,  enforceable
against the Company in accordance with its terms,  except as enforcement thereof
may be limited by bankruptcy,  insolvency  (including,  without limitation,  all
laws relating to fraudulent  transfers),  reorganization,  moratorium or similar
laws relating to or affecting enforcement of creditors' rights generally,  or by
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), and except that rights to indemnification and
contribution thereunder may be limited by applicable law.

                      (xii)  Authorization  of the Indenture.  The Indenture has
been duly  authorized,  executed and delivered by the Company and  constitutes a
valid and binding agreement of the Company,  enforceable  against the Company in
accordance with its terms,  except as the enforcement  thereof may be limited by
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or  affecting  enforcement  of  creditors'  rights  generally,  or by general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law).

                    (xiii)   Authorization  of the  Notes.  The Notes  have been
duly  authorized  and, at the Closing Time,  will have been duly executed by the
Company and, when  authenticated in the manner provided for in the Indenture and
delivered  against payment of the purchase price therefor will constitute  valid
and  binding  obligations  of the  Company,  enforceable  against the Company in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy,

739869.1
                                        4

<PAGE>



insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers),  reorganization,  moratorium  or other  similar laws  relating to or
affecting  enforcement of creditors' rights generally,  or by general principles
of equity  (regardless  of whether  enforcement is considered in a proceeding in
equity or at law), and will be in the form  contemplated by, and entitled to the
benefits of, the Indenture.

                      (xiv)  Description  of the Notes,  the  Indenture  and the
Registration  Rights  Agreement.  The Notes,  the Indenture and the Registration
Rights  Agreement  will  conform  in all  material  respects  to the  respective
statements  relating thereto contained in the Offering Memorandum and will be in
substantially   the  respective  forms  previously   delivered  to  the  Initial
Purchaser.

                       (xv)  Absence of  Defaults  and  Conflicts.  Neither  the
Company nor any of its subsidiaries is in violation of its charter or by-laws or
in  default in the  performance  or  observance  of any  obligation,  agreement,
covenant or condition contained in any contract,  indenture,  mortgage,  deed of
trust, loan or credit agreement, note, lease or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which it or any of
them may be bound,  or to which any of the  property or assets of the Company or
any of its subsidiaries is subject (collectively,  "Agreements and Instruments")
and except for such  defaults  and,  in the case of the  Company's  subsidiaries
only, such violations  that would not result in a Material  Adverse Effect;  and
the execution,  delivery and  performance of this  Agreement,  the  Registration
Rights  Agreement,  the  Indenture  and the  Notes and any  other  agreement  or
instrument entered into or issued or to be entered into or issued by the Company
in connection  with the  transactions  contemplated  hereby or thereby or in the
Offering  Memorandum  and  the  consummation  of the  transactions  contemplated
herein,  therein and in the Offering Memorandum (including the issuance and sale
of the Notes, the use of the proceeds from the sale of the Notes as described in
the Offering  Memorandum  under the caption "Use of Proceeds"  and the filing of
the  Registration  Statement) and compliance by the Company with its obligations
hereunder,  and under the Registration  Rights Agreement,  the Indenture and the
Notes have been duly authorized by all necessary corporate action and do not and
will not,  whether  with or  without  the giving of notice or passage of time or
both,  conflict with or constitute a breach of, or default or a Repayment  Event
(as defined  below) under,  or result in the creation or imposition of any lien,
charge or  encumbrance  upon any property or assets of the Company or any of its
subsidiaries  pursuant  to,  the  Agreements  and  Instruments  except  for such
conflicts,  breaches or defaults or liens,  charges or encumbrances that, singly
or in the aggregate,  would not result in a Material  Adverse  Effect,  nor will
such action result in any violation of the  provisions of the charter or by-laws
of the Company or any of its subsidiaries or any applicable law, statute,  rule,
regulation,  judgment,  order,  writ or  decree  of any  government,  government
instrumentality  or court,  domestic or foreign,  having  jurisdiction  over the
Company or any of its subsidiaries or any of their assets or properties. As used
herein, a "Repayment  Event" means any event or condition which gives the holder
of any note,  debenture or other evidence of indebtedness  (or any person acting
on such  holder's  behalf) the right to require the  repurchase,  redemption  or
repayment of all or a portion of such  indebtedness by the Company or any of its
subsidiaries.

739869.1
                                        5

<PAGE>



                      (xvi)  Absence  of  Labor   Dispute.   To  the   Company's
knowledge,  no labor  dispute  with the  employees  of the Company or any of its
subsidiaries  exists or is imminent,  and to the  Company's  knowledge  (without
independent  investigation),  there is no existing or imminent labor disturbance
by the employees of any if its principal  suppliers  which,  in either case, may
reasonably be expected to result in a Material Adverse Effect.

                     (xvii) Absence of Proceedings.  Except as disclosed in the
Offering  Memorandum,   there  is  no  action,  suit,  proceeding,   inquiry  or
investigation before or by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company,  threatened,  against
or affecting the Company or any of its  subsidiaries  which might  reasonably be
expected to result in a Material  Adverse Effect,  or which might  reasonably be
expected to  materially  and  adversely  affect the  properties or assets of the
Company or any of its  subsidiaries or the consummation of this Agreement or the
performance by the Company of its  obligations  hereunder.  The aggregate of all
pending  legal or  governmental  proceedings  to which the Company or any of its
subsidiaries is a party or of which any of their  respective  property or assets
is the subject which are not described or generally  referred to in the Offering
Memorandum,  including ordinary routine  litigation  incidental to the business,
could not reasonably be expected to result in a Material Adverse Effect.

                    (xviii) Possession of  Intellectual  Property.  The Company
and its  subsidiaries  own or  possess,  or can  acquire  on  reasonable  terms,
adequate patents,  patent rights,  licenses,  inventions,  copyrights,  know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential  information,  systems or procedures),  trademarks,  service marks,
trade  names  or  other  intellectual  property   (collectively,   "Intellectual
Property")  necessary to carry on the business now operated by them, and, except
as  disclosed  in the  Offering  Memorandum,  neither the Company nor any of its
subsidiaries  has received any notice or is otherwise aware of any  infringement
of or conflict with asserted  rights of others with respect to any  Intellectual
Property or of any facts or  circumstances  which would render any  Intellectual
Property  invalid or inadequate to protect the interest of the Company or any of
its subsidiaries  therein,  and which  infringement or conflict or invalidity or
inadequacy,  singly or in the aggregate,  could reasonably be expected to result
in a Material  Adverse Effect;  and the use, in connection with the business and
operations  of the Company and its  subsidiaries,  of such  trademarks,  service
marks, trade names, patents, patent rights, licenses, inventions, copyrights and
know-how  does not  violate or infringe  any  trademark,  trade name,  contract,
agreement,  patent,  patent  right,  copyright  or license of any person,  firm,
corporation or association whatsoever.

                      (xix)  Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any court or governmental authority or agency (other than under state
securities laws, or the 1933 Act and the rules and regulations thereunder or the
Securities  Exchange  Act of 1934,  as  amended,  and the rules and  regulations
thereunder  with  respect  to  the   Registration   Rights   Agreement  and  the
transactions  contemplated hereunder or thereunder) is necessary or required for
the performance by the Company of its obligations hereunder,  in connection with
the offering, issuance or sale of the Notes hereunder

739869.1
                                        6

<PAGE>



or the consummation of the transactions contemplated by this Agreement.

                       (xx)  Possession of Licenses and Permits. The Company and
its subsidiaries possess such permits, licenses,  approvals,  consents and other
authorizations (collectively, "Governmental Licenses") issued by the appropriate
federal,  state,  local or foreign  regulatory  agencies or bodies  necessary to
conduct the business  now operated by them,  except where the failure to possess
any such Governmental Licenses could not, singly or in the aggregate, reasonably
be expected to have a Material Adverse Effect;  the Company and its subsidiaries
are in  compliance  with the  terms  and  conditions  of all  such  Governmental
Licenses,  except  where the  failure so to comply  could not,  singly or in the
aggregate,  reasonably be expected to have a Material Adverse Effect; all of the
Governmental  Licenses  are valid and in full force and effect,  except when the
invalidity  of such  Governmental  Licenses or the failure of such  Governmental
Licenses to be in full force and effect could not reasonably be expected to have
a Material  Adverse Effect;  and neither the Company nor any of its subsidiaries
has  received  any  notice  of   proceedings   relating  to  the  revocation  or
modification  of  any  such  Governmental  Licenses  which,  singly  or  in  the
aggregate,  if the subject of an unfavorable decision,  ruling or finding, could
reasonably be expected to result in a Material Adverse Effect.

                      (xxi)  Title to Property. The Company and its subsidiaries
have  good  title  to all  material  property  owned  by  the  Company  and  its
subsidiaries,  in each case,  free and clear of all mortgages,  pledges,  liens,
security interests, claims, restrictions or encumbrances of any kind except such
as (a) are described in the Offering  Memorandum or (b) do not, singly or in the
aggregate,  materially  affect the value of such  property and do not  interfere
with the use made and proposed to be made of such property by the Company or any
of its  subsidiaries;  and  all of the  leases  and  subleases  material  to the
business of the Company and its subsidiaries,  considered as one enterprise, and
under which the Company or any of its subsidiaries holds properties described in
the Offering  Memorandum,  are in full force and effect, and neither the Company
nor any of its  subsidiaries  has any notice of any  material  claim of any sort
that has been asserted by anyone  adverse to the rights of the Company or any of
its  subsidiaries  under any of the  leases or  subleases  mentioned  above,  or
affecting or questioning the rights of the Company or any of its subsidiaries to
the  continued  possession  of the leased or subleased  premises  under any such
lease or sublease.

                     (xxii)  Tax Returns.  The Company and its subsidiaries have
filed all federal,  state, local and foreign tax returns that are required to be
filed or have duly requested extensions thereof and have paid all taxes required
to be paid by any of them  and any  related  assessments,  fines  or  penalties,
except for any such tax, assessment,  fine or penalty that is being contested in
good faith and by appropriate  proceedings;  and adequate charges,  accruals and
reserves  have been  provided  for in the  financial  statements  referred to in
Section 1(a)(v) above in respect of all federal,  state, local and foreign taxes
for all  periods  as to which the tax  liability  of the  Company  or any of its
subsidiaries  has not been finally  determined or remains open to examination by
applicable taxing authorities.

                    (xxiii)  Insurance. The Company and each of its subsidiaries
and their respective

739869.1
                                        7

<PAGE>



properties  are  insured  in such  amounts  against  such  losses  and with such
insurers as the Company  believes  are prudent when  considered  in light of the
nature of the properties and businesses of the Company and its subsidiaries.

                     (xxiv)  ERISA Matters.  The Company is in compliance in all
material  respects  with all  presently  applicable  provisions  of the Employee
Retirement  Income  Security Act of 1974, as amended,  including the regulations
and published  interpretations  thereunder ("ERISA");  no "reportable event" (as
defined in ERISA) has occurred with respect to any "pension plan" (as defined in
ERISA) for which the  Company  would have any  liability;  the  Company  has not
incurred and does not expect to incur liability under (i) Title IV of ERISA with
respect to  termination  of, or  withdrawal  from,  any  "pension  plan" or (ii)
Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including
the regulations and published interpretations  thereunder (the "Code"); and each
"pension  plan" for which the Company would have any liability  that is intended
to be qualified under Section 401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act, which
would cause the loss of such qualification.

                      (xxv)  Environmental   Laws.   Except  as   described   or
generally  referred to in the  Offering  Memorandum  and except such  matters as
could not,  singly or in the  aggregate,  reasonably  be expected to result in a
Material Adverse Effect, to the best of the Company's knowledge, (A) neither the
Company nor any of its subsidiaries is in violation of any federal, state, local
or foreign statute, law, rule,  regulation,  ordinance,  code, policy or rule of
common law or any judicial or administrative  interpretation thereof,  including
any judicial or administrative order, consent,  decree or judgment,  relating to
pollution or protection of human health,  the  environment  (including,  without
limitation,  ambient air, surface water, groundwater, land surface or subsurface
strata)  or  wildlife,  including,  without  limitation,  laws  and  regulations
relating  to  the  release  or  threatened  release  of  chemicals,  pollutants,
contaminants,  wastes,  toxic  substances,  hazardous  substances,  petroleum or
petroleum products (collectively,  "Hazardous Materials") or to the manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of Hazardous Materials  (collectively,  "Environmental  Laws"), (B) the
Company and its  subsidiaries  have all permits,  authorizations  and  approvals
required under any applicable Environmental Laws and are each in compliance with
their  requirements,  (C) there are no  pending  or  threatened  administrative,
regulatory or judicial actions, suits, demands,  demand letters,  claims, liens,
notices of noncompliance or violation,  investigation or proceedings relating to
any  Environmental  Law against the Company or any of its  subsidiaries  and (D)
there are no events or  circumstances  that might reasonably be expected to form
the  basis of an order  for  clean-up  or  remediation,  or an  action,  suit or
proceeding  by any  private  party or  governmental  body or agency,  against or
affecting the Company or any of its subsidiaries relating to Hazardous Materials
or Environmental Laws.

                     (xxvi)  Investment  Company  Act.  The Company is not,  and
upon  the  issuance  and  sale  of the  Notes  as  herein  contemplated  and the
application  of  the  net  proceeds  therefrom  as  described  in  the  Offering
Memorandum  will not be, an "investment  company" as such term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act").

739869.1
                                        8

<PAGE>



                    (xxvii)  Rule 144A  Eligibility.  The Notes are not,  and at
the  Closing  Time  will not be,  of the same  class as  securities  listed on a
national  securities  exchange  registered  under  Section  6 of the 1934 Act or
quoted in a U.S. automated interdealer quotation system.

                   (xxviii) No General  Solicitation.  None of the Company, its
affiliates,  as  such  term is  defined  in  Rule  501(b)  under  the  1933  Act
("Affiliates"),  or any person  acting on its or any of their behalf (other than
the Initial  Purchaser,  as to whom the  Company  makes no  representation)  has
engaged or will engage,  in  connection  with the offering of the Notes,  in any
form of general  solicitation or general  advertising within the meaning of Rule
502(c) under the 1933 Act.

                     (xxix)  No Registration Required.  Subject to compliance by
the Initial  Purchaser  with the  representations  and  warranties  set forth in
Section 2 and the procedures set forth in Section 6 hereof,  it is not necessary
in  connection  with the offer,  sale and  delivery  of the Notes to the Initial
Purchaser and to each  Subsequent  Purchaser in the manner  contemplated by this
Agreement  and the Offering  Memorandum to register the Notes under the 1933 Act
or to qualify the  Indenture  under the Trust  Indenture Act of 1939, as amended
(the "1939 Act").

                      (b) Officer's Certificates.  Any certificate signed by any
officer  of the  Company or any of its  subsidiaries  delivered  to the  Initial
Purchaser  or  to  counsel  for  the  Initial   Purchaser   shall  be  deemed  a
representation  and  warranty by the Company to the Initial  Purchaser as to the
matters covered thereby.

         SECTION 2.   Sale and Delivery to Initial Purchaser; Closing.

                      (a)  Notes.  On  the  basis  of  the  representations  and
warranties  herein contained and subject to the terms and conditions  herein set
forth,  the  Company  agrees to sell to the Initial  Purchaser,  and the Initial
Purchaser  agrees  to  purchase  from the  Company,  at the  price  set forth in
Schedule A, $14,000,000 aggregate principal amount of Notes.

                      (b)  Payment.  Payment  of the  purchase  price  for,  and
delivery of  certificates  for,  the Notes shall be made at the office of Battle
Fowler LLP, 75 East 55th Street,  New York,  New York, or at such other place as
shall be agreed upon by the Initial Purchaser and the Company,  at 10:00 A.M. on
the first business day after the date hereof,  or such other time not later than
ten (10)  business  days after such date as shall be agreed  upon by the Initial
Purchaser  and the  Company  (such time and date of payment and  delivery  being
herein called the "Closing Time").

         Payment  of the  purchase  price  for the  Notes  shall  be made to the
Company  by wire  transfer  of  immediately  available  funds to a bank  account
designated  by the  Company,  against  delivery  to  the  Initial  Purchaser  of
certificates  for the Notes to be purchased by it.  Certificates for Notes shall
be in such  denominations,  not less than $1,000 each,  and  registered  in such
names as the Initial Purchaser may request in writing at least one full business
day before the Closing Time, which writing shall specify the denomination of any
certificate to be issued in global form  representing  Notes resold to Qualified
Institutional Buyers (as defined in Section 6(a)(i)) and the denomination of any
certificate to be issued in registered, certificated form representing the Notes
resold to

739869.1
                                        9

<PAGE>



Accredited   Investors  (as  defined  in  Section  6(a)(i)).   Any  certificates
representing the Notes resold to Qualified  Institutional  Buyers shall be shall
be  registered  in the name of Cede & Co. as nominee of DTC  pursuant to the DTC
Agreement.   All  certificates  for  the  Notes  shall  be  made  available  for
examination  and packaging by the Initial  Purchaser in The City of New York not
later than 10:00 A.M. on the last business day prior to the Closing Time.

                      (c) Qualified  Institutional  Buyer. The Initial Purchaser
represents and warrants to, and agrees with, the Company that it is a "qualified
institutional  buyer"  within the meaning of Rule 144A under the 1933 Act and an
"accredited investor" within the meaning of Rule 501(a) under the 1933 Act.

         SECTION 3.   Covenants of the Company.  The Company  covenants with the
Initial Purchaser as follows:

                      (a)  Offering  Memorandum.  The  Company,  as  promptly as
possible, will furnish to the Initial Purchaser,  without charge, such number of
copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and
any amendments and supplements  thereto and documents  incorporated by reference
therein as the Initial Purchaser may reasonably request.

                      (b) Notice and Effect of Material Events. The Company will
promptly notify the Initial  Purchaser,  and confirm such notice in writing,  of
(x) any filing made by the Company of  information  relating to the  offering of
the Notes  with any  securities  exchange  or any other  regulatory  body in the
United States or any other jurisdiction,  and (y) prior to the completion of the
placement  of the Notes by the Initial  Purchaser  as  evidenced  by a notice in
writing from the Initial  Purchaser to the Company,  which the Initial Purchaser
hereby  undertakes  to deliver to the Company as promptly  as  practicable,  any
material  changes in or affecting,  or any  developments  involving  prospective
material  changes in or  affecting,  the earnings or business of the Company and
its  subsidiaries  considered as one enterprise  which (i) make any statement in
the Offering  Memorandum  false or  misleading  or (ii) are not disclosed in the
Offering Memorandum.  In such event or if during such time any event shall occur
as a result of which it is necessary,  in the reasonable opinion of the Company,
its  counsel,  the Initial  Purchaser or counsel for the Initial  Purchaser,  to
amend or  supplement  the  Final  Offering  Memorandum  in order  that the Final
Offering  Memorandum not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the  statements  therein not
misleading in the light of the  circumstances  then  existing,  the Company will
forthwith  amend or supplement  the Final  Offering  Memorandum by preparing and
furnishing  to the  Initial  Purchaser  an  amendment  or  amendments  of,  or a
supplement  or  supplements  to,  the  Final  Offering  Memorandum  (in form and
substance  satisfactory  in the  reasonable  opinion of counsel  for the Initial
Purchaser) so that, as so amended or supplemented, the Final Offering Memorandum
will not  include  an untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the  circumstances  existing  at  the  time  it  is  delivered  to a  Subsequent
Purchaser, not misleading.

                      (c) Amendment to Offering Memorandum and Supplements.  The
Company will advise the Initial  Purchaser  promptly of any proposal to amend or
supplement the Offering

739869.1
                                       10

<PAGE>



Memorandum and will not effect such amendment or supplement  without the consent
of the Initial Purchaser.  Neither the consent of the Initial Purchaser, nor the
Initial  Purchaser's  delivery  of  any  such  amendment  or  supplement,  shall
constitute a waiver of any of the conditions set forth in Section 5 hereof.

                      (d) Qualification of Notes for Offer and Sale. The Company
will use its best efforts, in cooperation with the Initial Purchaser, to qualify
the Notes for offering  and sale under the  applicable  securities  laws of such
jurisdictions  as the Initial  Purchaser  may  designate  and will maintain such
qualifications  in  effect  as  long as  required  for  the  sale of the  Notes;
provided,  however,  that the Company shall not be obligated to file any general
consent to service  of  process or to qualify as a foreign  corporation  or as a
dealer in securities in any  jurisdiction  in which it is not so qualified or to
subject itself to taxation in respect of doing business in any  jurisdiction  in
which it is not otherwise so subject.

                      (e) DTC.  The  Company  will  cooperate  with the  Initial
Purchaser  and use its best  efforts  to  permit  the Notes to be  eligible  for
clearance and settlement through the facilities of DTC.

                      (f) Use of Proceeds. The Company will use the net proceeds
received  by it from  the  sale of the  Notes  in the  manner  specified  in the
Offering Memorandum under "Use of Proceeds".

         SECTION 4.   Payment of Expenses.

                      (a) Expenses.  The Company will pay all expenses  incident
to the  performance of its obligations  under this Agreement,  including (i) the
preparation,  printing  and any  filing of the  Offering  Memorandum  (including
financial statements and any schedules or exhibits and any document incorporated
therein by  reference)  and of each  amendment or supplement  thereto,  (ii) the
preparation,  printing and delivery to the Initial  Purchaser of this Agreement,
the Indenture and such other documents as may be required in connection with the
offering,  purchase,  sale and  delivery  of the Notes,  (iii) the  preparation,
issuance  and  delivery  of the  certificates  for  the  Notes  to  the  Initial
Purchasers,  including any charges of DTC in connection therewith; (iv) the fees
and disbursements of the Company's counsel,  accountants and other advisors, (v)
the  qualification  of the Notes under  securities  laws in accordance  with the
provisions of Section 3(d) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Initial  Purchaser in connection  therewith
and in connection  with the  preparation of the Blue Sky Survey,  any supplement
thereto  and any Legal  Investment  Survey,  (vi) the fees and  expenses  of the
Trustee,  including  the fees and  disbursements  of counsel  for the Trustee in
connection  with the  Indenture  and the Notes,  and (vii) any fees and expenses
relating to the  eligibility of the Notes for clearance and  settlement  through
the  facilities  of DTC and (vi) fees and  expenses  relating to the initial and
continued  designation of the Notes as PORTAL securities under the PORTAL Market
Rules pursuant to NASD Rule 5322.

                      (b)  Termination  of  Agreement.   If  this  Agreement  is
terminated by the Initial Purchaser in accordance with the provisions of Section
5 or Section  10(a)(i)  hereof  (except  by reason of a default  by the  Initial
Purchaser),  the Company shall reimburse the Initial  Purchaser for all of their
out-of-pocket  expenses,  including the  reasonable  fees and  disbursements  of
counsel for the

739869.1
                                       11

<PAGE>



Initial Purchaser.

         SECTION  5.  Conditions  of  Initial   Purchaser's   Obligations.   The
obligations  of the Initial  Purchaser  hereunder are subject to the accuracy of
the  representations and warranties of the Company contained in Section 1 hereof
or in  certificates  of any  officer of the  Company or any of its  subsidiaries
delivered  pursuant to the provisions  hereof, to the performance by the Company
of its covenants and other obligations  hereunder,  and to the following further
conditions:

                      (a)  Opinion of Counsel  for the  Company.  At the Closing
Time, the Initial Purchaser shall have received the favorable opinions, dated as
of the Closing Time, of (i) Battle Fowler,  counsel for the Company, in form and
substance reasonably  satisfactory to counsel for the Initial Purchaser,  to the
effect set forth in Exhibit A hereto  (with such  changes as may be agreed to by
the parties after the date hereof) and (ii) the General  Counsel of the Company,
in form  and  substance  reasonably  satisfactory  to  counsel  for the  Initial
Purchaser, to the effect set forth in Exhibit B hereto (with such changes as may
be agreed to by the parties after the date hereof).

                      (b)  Opinion of Patent  Counsel  for the  Company.  At the
Closing Time,  the Initial  Purchaser  shall have received a favorable  opinion,
dated as of the Closing Time, of the Patent Counsel of the Company,  in form and
substance reasonably  satisfactory to counsel for the Initial Purchaser,  to the
effect set forth in Exhibit C hereto  (with such  changes as may be agreed to by
the parties after the date hereof).

                      (c)  Opinion  of Counsel  for  Initial  Purchaser.  At the
Closing Time, the Initial  Purchaser shall have received the favorable  opinion,
dated as of the  Closing  Time,  of Brown & Wood LLP,  counsel  for the  Initial
Purchaser,  with  respect to the  issuance  of the Notes and such other  related
matters as the  Initial  Purchaser  may  require.  In giving such  opinion  such
counsel may rely, as to all matters governed by the laws of jurisdictions  other
than the law of the State of New York,  the federal law of the United States and
the  General  Corporation  Law of the State of  Delaware,  upon the  opinions of
counsel satisfactory to the Initial Purchaser. Such counsel may also state that,
insofar as such opinion  involves  factual  matters,  they have  relied,  to the
extent they deem proper,  upon  certificates  of officers of the Company and its
subsidiaries and certificates of public officials.

                      (d)  Officers'  Certificate.  At the Closing  Time,  there
shall not have been,  since the date hereof or since the respective  dates as of
which  information  is given in the Offering  Memorandum,  any material  adverse
change, or any development  involving a prospective  material adverse change, in
the  condition,  financial or  otherwise,  or in the earnings or business of the
Company  and its  subsidiaries  considered  as one  enterprise,  whether  or not
arising in the ordinary course of business, and the Initial Purchaser shall have
received a certificate  of the President or a Vice  President of the Company and
of the chief financial or chief accounting  officer of the Company,  dated as of
the Closing Time, to the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties in Section 1 hereof are true and
correct with the same force and effect as though expressly made at and as of the
Closing  Time,  and (iii) the  Company  has  complied  with all  agreements  and
satisfied all conditions on its part to be performed or satisfied at or prior to
the Closing Time.

739869.1
                                       12

<PAGE>



                      (e)  Accountant's  Comfort  Letter.  At  the  time  of the
execution of this  Agreement,  the Initial  Purchaser  shall have  received from
Coopers &  Lybrand  L.L.P.  a letter  dated  such  date,  in form and  substance
reasonably  satisfactory  to the Initial  Purchaser,  containing  statements and
information of the type ordinarily included in accountants' "comfort letters" to
Initial Purchaser with respect to the financial statements and certain financial
information contained in the Offering Memorandum.

                      (f) Bring-down  Comfort  Letter.  At the Closing Time, the
Initial  Purchaser  shall have received from Coopers & Lybrand  L.L.P. a letter,
dated as of the Closing Time,  to the effect that they  reaffirm the  statements
made in the letter furnished pursuant to subsection (d) of this Section,  except
that the specified date referred to shall be a date not more than three business
days prior to the Closing Time.

                      (g) Registration  Rights  Agreement.  At the Closing Time,
the  Registration  Rights Agreement shall have been fully executed and delivered
by the Company.

                      (h) PORTAL. At the Closing Time, the Notes shall have been
designated for trading on PORTAL.

                      (i) Additional Documents. At the Closing Time, counsel for
the Initial Purchaser shall have been furnished with such documents and opinions
as they may reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Notes as herein  contemplated,  or in order to evidence
the accuracy of any of the representations or warranties,  or the fulfillment of
any of the  conditions,  herein  contained;  and all  proceedings  taken  by the
Company  in  connection  with  the  issuance  and sale of the  Notes  as  herein
contemplated  shall be  reasonably  satisfactory  in form and  substance  to the
Initial Purchaser and counsel for the Initial Purchaser.

                      (j) Termination of Agreement.  If any condition  specified
in this  Section  shall  not have  been  fulfilled  when and as  required  to be
fulfilled,  this Agreement may be terminated by the Initial  Purchaser by notice
to the Company at any time at or prior to the Closing Time, and such termination
shall be without liability of any party to any other party except as provided in
Section 4 and except that  Sections 7 and 8 shall  survive any such  termination
and remain in full force and effect.

         SECTION 6.   Subsequent Offers and Resales of the Notes.

                      (a) Offer and Sale Procedures.  The Initial  Purchaser and
the Company  hereby  establish and agree to observe the following  procedures in
connection with the offer and sale of the Notes:

                          (i) Offers and Sales only to Institutional  Accredited
Investors and Qualified Institutional Buyers. Offers and sales of the Notes will
be made only by the Initial  Purchaser or Affiliates  thereof qualified to do so
in the  jurisdictions in which such offers or sales are made. Each such offer or
sale shall only be made to (A) persons whom the offeror or seller, or any person
acting

739869.1
                                       13

<PAGE>



on  behalf  of the  offeror  or  seller,  reasonably  believes  to be  qualified
institutional  buyers (as  defined  in Rule 144A under the 1933 Act,  "Qualified
Institutional Buyers") or (B) a limited number of other institutional accredited
investors  (as  such  term is  defined  in Rule  501(a)(1),  (2),  (3) or (7) of
Regulation  D,  "Institutional  Accredited  Investors")  that,  with  respect to
offers,  the offeror or seller  reasonably  believes to be, and with  respect to
sales and deliveries, that are such Institutional Accredited Investors.

                          (ii)  No  General  Solicitation.  The  Notes  will  be
offered by approaching prospective Subsequent Purchasers on an individual basis.
No general  solicitation  or general  advertising  (within  the  meaning of Rule
502(c) under the 1933 Act) will be used in the United States in connection  with
the offering of the Notes.

                          (iii) Purchases by Non-Bank  Fiduciaries.  In the case
of a non-bank  Subsequent  Purchaser of a Security acting as a fiduciary for one
or more third  parties,  in connection  with an offer and sale to such purchaser
pursuant to clause (a) above,  each such third party  shall,  in the judgment of
the applicable Initial Purchaser, be a Qualified Institutional Buyer.

                          (iv) Subsequent  Purchaser  Notification.  The Initial
Purchaser will take reasonable steps to inform persons  acquiring Notes from the
Initial  Purchaser  that the Notes (A) have not been and will not be  registered
under the 1933 Act,  (B) are being sold to them without  registration  under the
1933 Act in reliance on Rule 144A or in accordance  with another  exemption from
registration under the 1933 Act, as the case may be, and (C) may not be offered,
sold or  otherwise  transferred  prior to the  earlier of (x) the date when such
Notes  can be sold  pursuant  to  Rule  144  under  the  1933  Act  without  any
limitations  under  clauses  (c),  (e), (f) and (h) of Rule 144 and (y) the date
which is three years after the later of the original  issuance  date thereof and
the last date on which the  Company or any  "affiliate"  of the  Company was the
owner of such Notes (or any predecessor Notes),  except (1) to the Company,  (2)
pursuant to a registration statement which has been declared effective under the
1933 Act,  (3) as long as the Notes are  eligible  for resale  pursuant  to Rule
144A,  to  a  person  whom  the  seller  reasonably   believes  is  a  Qualified
Institutional Buyer that is purchasing such Notes for its own account or for the
account  of a  Qualified  Institutional  Buyer to whom  notice is given that the
offer,  sale or transfer is being made in reliance on Rule 144A or (4)  pursuant
to any other available exemption from the registration  requirements of the 1933
Act.

                          (v) Minimum  Principal Amount. No sale of the Notes to
any one Subsequent  Purchaser will be for less than U.S. $1,000 principal amount
and no Note  will be issued in a smaller  principal  amount.  If the  Subsequent
Purchaser is a non-bank  fiduciary  acting on behalf of others,  each person for
whom it is acting must  purchase at least U.S.  $1,000  principal  amount of the
Notes.

                          (vi)   Restrictions   on   Transfer.    The   transfer
restrictions and the other provisions set forth in Section 1.5 of the Indenture,
including  the legend  required  thereby,  shall  apply to the Notes,  except as
otherwise agreed by the Company and the Initial Purchaser. Following the sale of
the Notes by the Initial  Purchaser  to  Subsequent  Purchasers  pursuant to the
terms hereof,  the Initial  Purchaser  shall not be liable or responsible to the
Company  for any  losses,  damages or  liabilities  suffered  or incurred by the
Company, including any losses, damages or liabilities under the 1933

739869.1
                                       14

<PAGE>



Act, arising from or relating to any resale or transfer of any Security,  except
those arising from or relating to any breach of the obligations hereunder of the
Initial Purchaser.

                          (vii)  Delivery  of Offering  Memorandum.  The Initial
Purchaser  will  deliver  to  each  purchaser  of the  Notes  from  the  Initial
Purchaser,  in connection with its original distribution of the Notes, a copy of
the  Offering  Memorandum,  as  amended  and  supplemented  at the  date of such
delivery.

                      (b) Covenants of the Company.  The Company  covenants with
the Initial Purchaser as follows:

                          (i) Due  Diligence.  In  connection  with the original
distribution  of the  Notes , the  Company  agrees  that,  prior to any offer or
resale of the Notes by the Initial Purchaser,  the Initial Purchaser and counsel
for the Initial Purchaser shall have the right to make reasonable inquiries into
the  business of the Company and its  subsidiaries.  The Company  also agrees to
provide  answers  to each  prospective  Subsequent  Purchaser  of  Notes  who so
requests  concerning the Company and its  subsidiaries  (to the extent that such
information  is available or can be acquired and made  available to  prospective
Subsequent  Purchasers without  unreasonable effort or expense and to the extent
the provision  thereof is not  prohibited  by applicable  law) and the terms and
conditions  of  the  offering  of  the  Notes  , as  provided  in  the  Offering
Memorandum.

                          (ii) Integration.  The Company agrees that it will not
and will cause its Affiliates not to make any offer or sale of securities of the
Company of any class if, as a result of the doctrine of  "integration"  referred
to in Rule 502 under the 1933 Act, such offer or sale would render  invalid (for
the  purpose  of (i)  the  sale  of the  Notes  by the  Company  to the  Initial
Purchaser,  (ii) the resale of the Notes by the Initial  Purchaser to Subsequent
Purchasers  or (iii) the resale of the Notes by such  Subsequent  Purchasers  to
others)  the  exemption  from  the  registration  requirements  of the  1933 Act
provided by Section 4(2) thereof or by Rule 144A thereunder or otherwise.

                          (iii) Rule 144A Information.  The Company agrees that,
in order to render the Notes eligible for resale pursuant to Rule 144A under the
1933 Act,  while any of the Notes remain  outstanding,  it will make  available,
upon  request,  to any holder of Notes or  prospective  purchasers  of Notes the
information   specified  in  Rule  144A(d)(4),   unless  the  Company  furnishes
information  to the  Commission  pursuant to Section 13 or 15(d) of the 1934 Act
(such information,  whether made available to holders or prospective  purchasers
or  furnished  to  the   Commission,   is  herein  referred  to  as  "Additional
Information").

                          (iv) Restriction on Repurchases.  Until the expiration
of three years after the original  issuance of the Notes,  the Company will not,
and will cause its Affiliates not to, purchase or agree to purchase or otherwise
acquire any Notes  which are  "restricted  securities"  (as such term is defined
under  Rule  144(a)(3)  under the 1933  Act),  whether  as  beneficial  owner or
otherwise  (except as agent acting as a  securities  broker on behalf of and for
the account of  customers  in the  ordinary  course of  business in  unsolicited
broker's  transactions) unless,  immediately upon any such purchase, the Company
or any Affiliate shall submit such Notes to the Trustee for cancellation.

739869.1
                                       15

<PAGE>



         SECTION 7.   Indemnification.

                      (a)  Indemnification  of Initial  Purchaser.  The  Company
agrees to indemnify and hold harmless the Initial  Purchaser and each person, if
any, who controls the Initial  Purchaser within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:

                      (i) against any and all loss, liability, claim, damage and
                      expense whatsoever, as incurred, arising out of any untrue
                      statement or alleged  untrue  statement of a material fact
                      contained in any  Preliminary  Offering  Memorandum or the
                      Final Offering  Memorandum (or any amendment or supplement
                      thereto) or in any Additional Information, or the omission
                      or alleged omission therefrom of a material fact necessary
                      in order to make the statements  therein,  in the light of
                      the   circumstances   under  which  they  were  made,  not
                      misleading;

                      (ii) against any and all loss,  liability,  claim,  damage
                      and expense whatsoever,  as incurred, to the extent of the
                      aggregate amount paid in settlement of any litigation,  or
                      any investigation or proceeding by any governmental agency
                      or  body,  commenced  or  threatened,   or  of  any  claim
                      whatsoever   based  upon  any  such  untrue  statement  or
                      omission,   or  any  such  alleged  untrue   statement  or
                      omission;  provided  that  (subject to Section 7(d) below)
                      any such  settlement is effected with the written  consent
                      of the Company; and

                      (iii) against any and all expense whatsoever,  as incurred
                      (including the fees and disbursements of counsel chosen by
                      the   Initial    Purchaser),    reasonably   incurred   in
                      investigating,   preparing   or   defending   against  any
                      litigation,  or any  investigation  or  proceeding  by any
                      governmental agency or body,  commenced or threatened,  or
                      any claim  whatsoever based upon any such untrue statement
                      or  omission,  or any such  alleged  untrue  statement  or
                      omission,  to the extent that any such expense is not paid
                      under (i) or (ii) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information  furnished to the Company by the
Initial Purchaser expressly for use in the Offering Memorandum (or any amendment
or supplement thereto).

                      (b)  Indemnification  of Company,  Directors and Officers.
The Initial  Purchaser  agrees to indemnify and hold  harmless the Company,  its
directors and officers, and each person, if any, who controls the Company within
the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against
any  and all  loss,  liability,  claim,  damage  and  expense  described  in the
indemnity  contained in subsection  (a) of this Section,  as incurred,  but only
with respect to untrue statements or omissions,  or alleged untrue statements or
omissions,  made in the Offering  Memorandum  in reliance upon and in conformity
with  written  information  furnished  to the Company by the  Initial  Purchaser
expressly for use in the Offering Memorandum (or any amendment or

739869.1
                                       16

<PAGE>



supplement thereto).

                      (c)   Actions   against   Parties;   Notification.    Each
indemnified  party shall give notice as promptly as  reasonably  practicable  to
each  indemnifying  party of any action  commenced or  threatened  against it in
respect of which indemnity may be sought hereunder,  but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially  prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement.  In the case of parties indemnified
pursuant to Section  7(a) above,  counsel to the  indemnified  parties  shall be
selected  by the  Initial  Purchaser,  and,  in the case of parties  indemnified
pursuant to Section  7(b) above,  counsel to the  indemnified  parties  shall be
selected  by the  Company.  An  indemnifying  party may  participate  at its own
expense in the defense of any such action;  provided,  however,  that counsel to
the  indemnifying  party shall not (except  with the consent of the  indemnified
party)  also  be  counsel  to the  indemnified  party.  In no  event  shall  the
indemnifying  parties be liable for fees and  expenses  of more than one counsel
(in  addition  to any local  counsel)  separate  from their own  counsel for all
indemnified parties in connection with any one action or separate but similar or
related  actions  in the  same  jurisdiction  arising  out of the  same  general
allegations or  circumstances.  No indemnifying  party shall,  without the prior
written consent of the indemnified  parties,  settle or compromise or consent to
the entry of any judgment with respect to any litigation,  or any  investigation
or proceeding by any governmental  agency or body,  commenced or threatened,  or
any claim whatsoever in respect of which  indemnification  or contribution could
be  sought  under  this  Section  7 or  Section  8  hereof  (whether  or not the
indemnified  parties  are actual or  potential  parties  thereto),  unless  such
settlement,  compromise or consent (i) includes an unconditional release of each
indemnified   party  from  all  liability   arising  out  of  such   litigation,
investigation,  proceeding  or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

         SECTION 8. Contribution. If the indemnification provided for in Section
7 hereof is for any reason  unavailable to or  insufficient  to hold harmless an
indemnified  party in respect of any  losses,  liabilities,  claims,  damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party,  as  incurred,  in such  proportion  as is
appropriate to reflect the relative  benefits received by the Company on the one
hand and the Initial  Purchaser on the other hand from the offering of the Notes
pursuant to this Agreement and the relative fault of the Company on the one hand
and of the Initial Purchaser on the other hand in connection with the statements
or omissions  which  resulted in such losses,  liabilities,  claims,  damages or
expenses, as well as any other relevant equitable considerations.

         The relative  benefits  received by the Company on the one hand and the
Initial Purchaser on the other hand in connection with the offering of the Notes
pursuant  to  this  Agreement  shall  be  deemed  to be in the  same  respective
proportions as the total net proceeds from the offering of the Notes pursuant to
this Agreement (before deducting expenses) received by the Company and the total
underwriting  discount received by the Initial Purchaser,  bear to the aggregate
initial offering

739869.1
                                       17

<PAGE>



price of the Notes.

         The  relative  fault of the  Company  on the one  hand and the  Initial
Purchaser on the other hand shall be  determined  by  reference  to, among other
things,  whether any such untrue or alleged untrue  statement of a material fact
or omission or alleged  omission to state a material fact relates to information
supplied by the Company or by the Initial  Purchaser  and the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

         The Company and the Initial  Purchaser  agree that it would not be just
and equitable if contribution  pursuant to this Section 8 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the  equitable  considerations  referred  to  above  in this  Section  8. The
aggregate amount of losses,  liabilities,  claims, damages and expenses incurred
by an indemnified  party and referred to above in this Section 8 shall be deemed
to include any legal or other expenses  reasonably  incurred by such indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 8, the Initial Purchaser
shall not be required to contribute  any amount in excess of the amount by which
the total price at which the Notes  underwritten  by it and  distributed  to the
public were  offered to the public  exceeds the amount of any damages  which the
Initial Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this  Section 8, each person,  if any, who controls the
Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act  shall  have the same  rights  to  contribution  as the  Initial
Purchaser,  and each  director and officer of the Company,  and each person,  if
any, who  controls the Company  within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act shall have the same rights to  contribution as the
Company.

         SECTION  9.  Representations,  Warranties  and  Agreements  to  Survive
Delivery.  All  representations,  warranties  and  agreements  contained in this
Agreement  or in  certificates  of officers of the  Company  submitted  pursuant
hereto,  shall remain operative and in full force and effect,  regardless of any
investigation  made by or on  behalf of the  Initial  Purchaser  or  controlling
person,  or by or on behalf of the Company,  and shall  survive  delivery of the
Notes to the Initial Purchaser.

         SECTION 10.       Termination of Agreement.

                      (a)  Termination;   General.  The  Initial  Purchaser  may
terminate this Agreement,  by notice to the Company,  at any time at or prior to
the Closing Time (i) if there has been, since the

739869.1
                                       18

<PAGE>



time of execution of this  Agreement or since the  respective  dates as of which
information is given in the Offering Memorandum, any material adverse change, or
any  development  involving  a  prospective  material  adverse  change,  in  the
condition, financial or otherwise, or in the earnings or business of the Company
and its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business,  or (ii) if there has occurred any material adverse
change in the  financial  markets  in the  United  States  or the  international
financial  markets,  any outbreak of hostilities or escalation  thereof or other
calamity or crisis or any change or development  involving a prospective  change
in national or international  political,  financial or economic  conditions,  in
each case the effect of which is such as to make it, in the reasonable  judgment
of the  Initial  Purchaser,  impracticable  to market  the  Notes or to  enforce
contracts  for the sale of the Notes,  or (iii) if trading in the Notes has been
suspended or limited by the Commission,  or if trading generally on the American
Stock Exchange or the New York Stock Exchange or in the NASDAQ  National  Market
System has been  suspended or limited  (other than in  accordance  with New York
Stock  Exchange  Rules 80A and 80B or any similar  rules of the  American  Stock
Exchange or the NASDAQ National Market System  regarding  limitations on trading
during  significant  market declines and extraordinary  market  volatility),  or
minimum or maximum  prices for trading  have been fixed,  or maximum  ranges for
prices  have been  required,  by any of said  exchanges  or by such system or by
order of the Commission, the National Association of Securities Dealers, Inc. or
any  other  governmental  authority  or (iv) if a  banking  moratorium  has been
declared by either Federal or New York authorities.

                      (b)  (b)Liabilities.   If  this  Agreement  is  terminated
pursuant to this Section,  such  termination  shall be without  liability of any
party to any other party  except as provided in Section 4 hereof,  and  provided
further that Sections 7 and 8 shall survive such  termination and remain in full
force and effect.

         SECTION 11. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the Initial
Purchaser shall be directed to the First Albany Corporation at One Penn Plaza,
New York, New York 10119, attention of Frank Lunn, with a copy to Brown & Wood
LLP, One World Trade Center, New York, New York 10048, attention of Joseph W.
Armbrust, Jr.; notices to the Company shall be directed to it at 500 Broadway,
Redwood City, California 94063-3199, attention of Chief Financial Officer, with
a copy to Battle Fowler LLP, 75 East 55th Street, New York, New York 10022,
attention of David D. Griffin.

         SECTION 12.  Parties.  This Agreement shall inure to the benefit of and
be binding  upon the Initial  Purchaser  and the  Company  and their  respective
successors.  Nothing  expressed or  mentioned  in this  Agreement is intended or
shall be  construed  to give any  person,  firm or  corporation,  other than the
Initial  Purchaser  and the  Company  and their  respective  successors  and the
controlling  persons and officers and directors  referred to in Sections 7 and 8
and their heirs and legal representatives,  any legal or equitable right, remedy
or  claim  under  or in  respect  of  this  Agreement  or any  provision  herein
contained.  This Agreement and all conditions and provisions hereof are intended
to be for the  sole and  exclusive  benefit  of the  Initial  Purchaser  and the
Company and their

739869.1
                                       19

<PAGE>



respective  successors,  and said controlling persons and officers and directors
and their  heirs  and legal  representatives,  and for the  benefit  of no other
person,  firm or corporation.  No purchaser of Notes from the Initial  Purchaser
shall be deemed to be a successor by reason merely of such purchase.

         SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND  CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK.  EXCEPT AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 14. Effect of Headings. The Article and Section headings herein
and the Table of  Contents  are for  convenience  only and shall not  affect the
construction hereof.

739869.1
                                       20

<PAGE>



         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
between the Initial Purchaser and the Company in accordance with its terms.

                                            Very truly yours,

                                            AMPEX CORPORATION



                                            By:/s/ CRAIG L. MCKIBBEN
                                               ----------------------------
                                            Name:   Craig L. McKibben
                                            Title:     Vice President





CONFIRMED AND ACCEPTED, 
as of the date first above written:


FIRST ALBANY CORPORATION


By: /s/  FRANK P. LUNN
    -------------------------------
         Authorized Signatory


739869.1
                                       21

<PAGE>



                                   SCHEDULE A
                                AMPEX CORPORATION
                                   $14,000,000
                            12% Senior Notes Due 2003




         1. The initial offering price of the Notes shall be 100% of the
principal amount thereof, plus accrued interest, if any, from January 28, 1998.


         2. The purchase price to be paid by the Initial Purchaser for the Notes
shall be 97% of the principal amount thereof.

         3. The interest rate on the Notes shall be 12% per annum.



739869.1
                                       22

<PAGE>



                                                                       Exhibit A



                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                 SECTION 5(a)(i)



         1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

         2. The Company has the corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the Offering
Memorandum and to enter into and perform its obligations under the Purchase
Agreement, the Indenture and the Registration Rights Agreement.

         3. Each Significant Subsidiary has been duly organized and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Offering
Memorandum and is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect; all of the issued and
outstanding capital stock of each Significant Subsidiary has been duly
authorized and validly issued, is fully paid and non-assessable and, to the best
of our knowledge, is owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity; none of the outstanding shares of capital stock of the
Significant Subsidiaries was issued in violation of any preemptive or similar
rights arising by operation of law, or under the charter or by-laws of any
Significant Subsidiary or under any agreement to which the Company or any
Significant Subsidiary is a party.

         4. The authorized, issued and outstanding capital stock of the Company
is as set forth in the Offering Memorandum under the caption "Capitalization" as
of the date set forth therein, and except as set forth in the Offering
Memorandum, there have been no material changes thereto; the shares of issued
and outstanding capital stock of the Company have been duly authorized and
validly issued and are fully paid and non-assessable; and none of the
outstanding shares of capital stock of the Company was issued in violation of
the preemptive or other similar rights of any securityholder of the Company.

         5. The Notes, the Indenture and the Registration Rights Agreement
conform in all material respects to the descriptions thereof contained in the
Offering Memorandum.

         6. The information in the Offering Memorandum under the caption
"Description of the

739869.1
                                       23

<PAGE>



Notes", to the extent that it constitutes summaries of legal matters, or legal
conclusions, has been reviewed by us and is correct in all material respects.

         7. The statements in the Offering Memorandum, insofar as they purport
to describe certain aspects of contracts and other documents to which the
Company or any of its subsidiaries are a party, are accurate in all material
respects (as to such descriptions).

         8. No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency, domestic or foreign, (other than such as may be required under the
applicable securities laws of the various jurisdictions in which the Notes will
be offered or sold, as to which we express no opinion) is necessary or required
in connection with the due authorization, execution and delivery of the Purchase
Agreement or the Registration Rights Agreement or the due execution, delivery or
performance of the Indenture by the Company or for the offering, issuance, sale
or delivery of the Notes to the Initial Purchasers or the resale by the Initial
Purchasers in accordance with and in the manner contemplated by the Purchase
Agreement.

         9. It is not necessary in connection with the offer, sale and delivery
of the Notes to the Initial Purchasers and to each Subsequent Purchaser in
accordance with and in the manner contemplated by the Purchase Agreement and the
Offering Memorandum to register the Notes under the 1933 Act (other than with
respect to the Registration Rights Agreement and the transactions contemplated
thereunder) or to qualify the Indenture under the Trust Indenture Act.

         10. The Company is not an "investment company" as such term is defined
in the 1940 Act.

                  Nothing has come to our attention that would lead us to
believe that the Offering Memorandum or any amendment or supplement thereto
(except for financial statements and schedules and other financial data included
or incorporated by reference therein, as to which we make no statement),
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Offering Memorandum or any amendment or supplement
thereto (except for financial statements and schedules and other financial data
included or incorporated by reference therein, as to which we make no statement
at the time the Offering Memorandum was issued), at the time the Offering
Memorandum was issued, at the time any such amended or supplemented Offering
Memorandum was issued or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



                                       24

<PAGE>



                                                                       Exhibit B



                      FORM OF OPINION OF CORPORATE COUNSEL
                         OF THE COMPANY TO BE DELIVERED
                          PURSUANT TO SECTION 5(a)(ii)



         1. The Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

         2. The Purchase Agreement has been duly authorized, executed and
delivered by the Company.

         3. The Registration Rights Agreement has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws relating to or affecting enforcement of creditors'
rights generally, or by general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), and except that
rights to indemnification and contribution thereunder may be limited by
applicable law.

         4. The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws relating to or affecting enforcement of
creditors' rights generally, or by general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

         5. The Notes are in the form contemplated by the Indenture, have been
duly authorized by the Company and, assuming that the Notes have been duly
authenticated by the Trustee pursuant to the Indenture and in the manner
described in its certificate delivered to you today, the Notes have been duly
executed, issued and delivered by the Company and constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or other similar laws relating to or
affecting enforcement of creditor's rights generally, or by general principles
of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law), and will be entitled to the benefits of the Indenture.

                                       25

<PAGE>



         6. To the best of my knowledge, there is not pending or threatened any
action, suit, proceeding, inquiry or investigation, to which the Company or any
of its subsidiaries is a party, or to which the property of the Company or any
of its subsidiaries is subject, before or brought by any court or governmental
agency or body, which might reasonably be expected to result in a Material
Adverse Effect, or which might reasonably be expected to materially and
adversely affect the properties or assets of the Company and its subsidiaries
considered as one enterprise or the consummation of the transactions
contemplated in the Purchase Agreement or the Registration Rights Agreement or
the performance by the Company of its obligations thereunder or the transactions
contemplated by the Offering Memorandum;

         7. To the best of my knowledge, neither the Company nor any of its
subsidiaries is in violation of its charter or by-laws (except in the case of
the Company's subsidiaries only, for such violations that, singly or in the
aggregate, would not result in a Material Adverse Effect) and no default by the
Company or any of its subsidiaries exists in the due performance or observance
of any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or referred to in the Offering Memorandum.

         8. The execution, delivery and performance of the Purchase Agreement,
the DTC Agreement, the Registration Rights Agreement, the Indenture, the Notes
and the consummation of the transactions contemplated therein and in the
Offering Memorandum (including the issuance and sale of the Notes, the use of
the proceeds from the sale of the Notes as described in the Offering Memorandum
under the caption "Use Of Proceeds" and the filing of the Registration
Statement) and compliance by the Company with its obligations under the Purchase
Agreement, the Registration Rights Agreement, the Indenture, the Notes will not,
whether with or without the giving of notice or lapse of time or both, conflict
with or constitute a breach of, or default or Repayment Event (as defined in
Section 1(a) of the Purchase Agreement) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any subsidiary thereof pursuant to, any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or any other
agreement or instrument, known to me, to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Company or any of its subsidiaries is
subject (except for such conflicts, breaches or defaults or liens, charges or
encumbrances that could not reasonably be expected to have a Material Adverse
Effect), nor will such action result in any violation of the provisions of the
charter or by-laws of the Company or any of its subsidiaries, or any applicable
law, statute, rule, regulation, judgment, order, writ or decree, known to me, of
any government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any of its subsidiaries or any of their
respective properties, assets or operations.

         Nothing has come to my attention that would lead me to believe that the
Offering Memorandum or any amendment or supplement thereto (except for financial
statements and schedules and other financial data included or incorporated by
reference therein, as to which I make no statement), contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that the Offering Memorandum or any amendment or supplement thereto (except for
financial statements and schedules and other financial

                                       26

<PAGE>



data included or incorporated by reference therein, as to which I make no
statement at the time the Offering Memorandum was issued), at the time the
Offering Memorandum was issued, at the time any such amended or supplemented
Offering Memorandum was issued or at the Closing Time, included or includes an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



                                       27

<PAGE>



                                                                       Exhibit C







                        FORM OF OPINION OF PATENT COUNSEL

                         OF THE COMPANY TO BE DELIVERED

                            PURSUANT TO SECTION 5(b)

         1. To the best of my knowledge, there is no basis for a finding that
the Company does not have clear title or valid license rights to the patents or
patent applications described in the Offering Memorandum as being owned by or
licensed to the Company, and I have not identified any basis for a finding of
unenforceability or invalidity of any such patents.

         2. Other than as disclosed in the Offering Memorandum, to the best of
my knowledge, there are no legal or governmental proceedings pending (other than
patent applications pending) relating to patents or proprietary information
rights to which the Company is a party or of which any such property of the
Company is subject, and no such proceedings are threatened or contemplated by
governmental authorities or others.

         3. The statements in the Offering Memorandum under the headings "Risk
Factors--Dependence on Licensed Patent Applications Proprietary Technology" and
"Business--Patents, Licenses and Trademarks" constitute an accurate summary of
the matters referred to therein and fairly present the information called for
with respect to such matters; and I have no reason to believe that the
statements under such headings in the Offering Memorandum contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

         4. Other than as disclosed in the Offering Memorandum, based upon a
review of the third party rights made known to me and discussions with Company
scientific personnel, such counsel is not aware of any valid United States,
foreign patent or published foreign patent application that is or would be
infringed by the activities of the Company described in the Offering Memorandum
and relating to products currently manufactured, used or sold by the Company or
currently proposed to be manufactured, used or sold by the Company.

         5. Except as disclosed in the Offering Memorandum, neither the Company
nor any of its subsidiaries is subject to any current claim or notice of
infringement or other violation of any asserted rights of others with respect to
any Intellectual Property, which, singly or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

                                       28

<PAGE>


         6. There are no legal or governmental proceedings pending relating to
the Intellectual Property owned or used by the Company or its subsidiaries,
other than review of pending patent and trademark applications, which, singly or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect and no such proceedings, including without limitation interference
proceedings, are currently threatened by governmental authorities or others,
with such exceptions as could not, singly or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.

                                       29


