Preview | Purchase Agreement |

Banc of America Securities LLC
J.P. Morgan Securities Inc.
UBS Securities LLC
CIBC World Markets Corp.

PURCHASE AGREEMENT

October 27, 2004

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
UBS SECURITIES LLC
CIBC WORLD MARKETS CORP.
As Initial Purchasers
c/o Banc of America Securities LLC
The Hearst Building
214 North Tryon Street, 17^th Floor
Charlotte, NC 28255

Ladies and Gentlemen:

Introductory. National MENTOR, Inc., a Delaware corporation (the Company), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc., UBS Securities LLC, and CIBC World Markets Corp. (the Initial Purchasers), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of the Companys 9-5/8% Senior Subordinated Notes due 2012 (the Notes).

The Notes will be issued pursuant to an indenture, to be dated as of November 4, 2004 (the Indenture), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the Trustee). Notes issued in book-entry form will be issued in the name of The Depository Trust Company (the Depositary) or its nominee pursuant to a blanket letter of representations, to be dated as of the Closing Date (as defined in Section 2), to be entered into in connection with the purchase and sale of the Securities (as defined below) (the DTC Letter of Representations), among the Company, the Guarantors, the Trustee and the Depositary.

The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally, by National MENTOR Holdings, Inc. (Holdings), the direct parent corporation of the Company, and each of the Companys domestic subsidiaries (collectively, the Subsidiary Guarantors and together with Holdings, the Guarantors), pursuant to their guarantees set forth in the Indenture (the Guarantees). The Notes and the Guarantees attached thereto are herein

collectively referred to as the Securities; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the Exchange Securities.

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of November 4, 2004 (the Registration Rights Agreement), among the Company, the Guarantors and the Initial Purchasers, substantially in the form of Exhibit A attached hereto. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the Commission), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the Securities Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the Exchange Notes) to be offered in exchange for the Notes (the Exchange Offer) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective within the time period specified by the Registration Rights Agreement.

The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the Subsequent Purchasers) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (Rule 144A) or Regulation S under the Securities Act (Regulation S)).

The Company has prepared and delivered to the Initial Purchasers copies of a preliminary offering memorandum, dated October 14, 2004 (the Preliminary Offering Memorandum), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the Offering Memorandum shall mean, with respect to any date or time referred to in this Agreement, the offering memorandum dated October 27, 2004, including amendments or supplements thereto, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as described in Section 3(g)) furnished by the Company prior to the completion of the distribution of the Securities.

The Company and the Guarantors hereby confirm their agreement with the Initial Purchasers as follows:

Section 1. Representations and Warranties.

Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser as follows:

(a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the Trust Indenture Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b) No Integration of Offerings or General Solicitation. None of the Company or the Guarantors has, directly or indirectly, solicited any offer to buy or offered to sell, and none of them will, 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 Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an affiliate)) or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged, and none of them will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Guarantors, their affiliates or any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged, and none of them will engage, in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company, the Guarantors and their affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has complied, and each of them will comply, with the offering restrictions set forth in Regulation S.

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