PANTHER CAPITAL LTD
                                     [LOGO]


                             UNDERWRITING AGREEMENT
                                       for


                             Internet Holdings, Inc.


     5,000,000 Shares of Common Stock at $1.00 per share

     1,000,000 Warrants  exercisable into Common Stock at $1.00 per share during
     the first 12 months  following  the closing and $10.00 per share during the
     second 12 months following the closing


                                  Page 1 of 24

<PAGE>

                                  January, 2000


                             UNDERWRITING AGREEMENT


THIS AGREEMENT is made the 6th day of January 2000 BETWEEN  Panther  Capital Ltd
of 22 Grosvenor  Street,  London,  United Kingdom  (hereinafter  called "Panther
Capital") of the first part AND Internet Holdings,  Inc. National Association of
Securities  Dealers  ("NASD") Stock Symbol HTTP of 116 John Street,  Suite 1313,
New York, NY 10038 (hereinafter called "the Company") of the second part.

NOW IT IS HEREBY AGREED as follows:

     1.   INTRODUCTORY

     i)   Internet Holdings, Inc., a Utah corporation (the "Company"),  proposes
          to issue and sell  5,000,000  shares of its  authorized  but  unissued
          Common Stock, par value $.0001 per share at a price of $1.00 per share
          (the "Common Stock"), to the several  underwriters named in Schedule A
          annexed hereto (the  "Sub-Underwriters"),  for whom Panther Capital is
          acting as Underwriter.  Panther Capital and the Sub-Underwriters shall
          together be  referred  to as the  "Underwriters".  Said  aggregate  of
          5,000,000 shares are herein called the "Firm Common Shares."

     ii)  As underwriter Panther Capital has underwritten the full amount of the
          placement and it is the  obligation  of Panther  Capital to ensure the
          full  subscription  of the  placement  either by itself or others.  In
          consideration  of such  underwriting  Panther  Capital will be granted
          warrants to purchase up to 1,000,000  (one  million)  shares of Common
          Stock, (the "Optional Common Shares"). These warrants are at $1.00 per
          share if  exercised  within one year of the date of the First  Closing
          (as  hereinafter  defined)  and at a price  of  $10.00  per  share  if
          exercised  within two years of the date of the First Closing but after
          one year from the date of the First Closing.  If the warrants have not
          been exercised they expire  automatically at midnight Eastern Standard
          Time on the second anniversary of the First Closing.

     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Underwriters that:

     i)   A registration  statement with respect to twenty five percent (25%) of
          the Common Shares will be prepared by the Company in  conformity  with
          the  requirements  of the  Securities  Act of 1933,  as  amended  (the
          "Act"), and the rules and regulations (the "Rules and Regulations") of
          the Securities and Exchange  Commission (the "Commission") and will be
          filed with the Commission within 90 (ninety) days of the completion of
          this offering.

     ii)  The term "Registration Statement" as used in this Agreement shall mean
          such registration statement as is required to enable the Common Shares

                                  Page 2 of 24


<PAGE>


          which are the subject of such  registration  statement  to become free
          trading and unrestricted within the provisions of the Act.

     iii) The Commission  has not issued any order  preventing or suspending the
          use of any  Prospectus,  and  each  Prospectus  has  conformed  in all
          material  respects  to the  requirements  of the Act and the Rules and
          Regulations and, as of its date, has not included any untrue statement
          of a material  fact or omitted to state a material  fact  necessary to
          make the statements  therein,  in the light of the circumstances under
          which they were made, not misleading; and at the time the Registration
          Statement becomes effective, and at all times subsequent thereto up to
          and   including   each  Closing  Date   hereinafter   mentioned,   the
          Registration  Statement  and the  Prospectus,  and any  amendments  or
          supplements   thereto,   will  contain  all  material  statements  and
          information  required to be included  therein by the Act and the Rules
          and  Regulations  and will in all  material  respects  conform  to the
          requirements of the Act and the Rules and Regulations, and neither the
          Registration  Statement  nor  the  Prospectus,  nor any  amendment  or
          supplement  thereto,  will include any untrue  statement of a material
          fact or omit to state a material fact required to be stated therein or
          necessary to make the  statements  therein not  misleading;  provided,
          however,  no representation  or warranty  contained in this subsection
          shall be  applicable to  information  contained in or omitted from any
          Preliminary Prospectus,  the Registration Statement, the Prospectus or
          any such  amendment or  supplement  in reliance upon and in conformity
          with written  information  furnished to the Company by or on behalf of
          any Underwriter specifically for use in the preparation thereof.

     iv)  The Company  does not own or  control,  directly  or  indirectly,  any
          corporation,  association  or other  entity,  other than the Company's
          wholly owned  subsidiary,  Fairfax Equity Limited (the  "Subsidiary").
          The Company has been duly  incorporated  and is validly  existing as a
          corporation  in good standing under the laws of the State of Utah. The
          Subsidiary  has been duly formed and is validly  existing as a private
          limited liability  company under the laws of England.  The Company and
          the Subsidiary have all requisite corporate power and authority to own
          and lease their  respective  properties  and conduct their  respective
          businesses  as  described  in the  Prospectus;  the  Company  and  the
          Subsidiary  are in possession of and operating in compliance  with all
          authorizations,  licenses, permits, consents,  certificates and orders
          which  are  material  to the  conduct  of its  business  as  currently
          conducted,  all of which are valid and in full force and effect except
          where the  failure  to hold such  authorizations,  licenses,  permits,
          consents,  certificates  and  orders  would  not have a  material  and
          adverse effect on the Company's  business,  results and operations and
          financial condition; the Company and the Subsidiary are duly qualified
          to do business and in good standing in each  jurisdiction in which the
          ownership  or leasing of  properties  or the  conduct of its  business
          requires such  qualification,  except for  jurisdictions  in which the
          failure to so qualify  would not have a material  adverse  effect upon
          the Company and its Subsidiary taken as a whole; and no proceeding has
          been  instituted  in any  such  jurisdiction,  revoking,  limiting  or
          curtailing,  or seeking to revoke,  limit or  curtail,  such power and
          authority or qualification. The Company owns all outstanding shares of
          capital stock of the Subsidiary,  free and clear of any claim, lien or
          encumbrance of any kind except for liens described in the Prospectus.

     v)   The Company has an  authorized  and  outstanding  capital stock as set
          forth under the caption "Capitalization" in the Prospectus; the issued
          and  outstanding  shares of Common Stock have been, and the issued and

                                  Page 3 of 24


<PAGE>


          outstanding  shares of Common Stock  immediately prior to Closing will
          be duly authorized and validly issued,  fully paid and non-assessable,
          issued in compliance with all federal and state  securities  laws, not
          issued in  violation of or subject to any  preemptive  rights or other
          rights to subscribe  for or purchase  securities,  and in  conformance
          with the description  thereof  contained in the Prospectus.  Except as
          disclosed  in the  Prospectus  and  the  financial  statements  of the
          Company,  and the related notes thereto,  included in the  Prospectus,
          the Company has, and  immediately  prior to the Closing will have,  no
          outstanding  options to purchase,  or any  preemptive  rights or other
          rights to subscribe for or to purchase,  any securities or obligations
          convertible  into, or any contracts or  commitments  to issue or sell,
          shares of its capital stock or any such options,  rights,  convertible
          securities or  obligations.  The  description  of the Company's  stock
          option,  stock bonus and other stock  plans or  arrangements,  and the
          options  or  other  rights  granted  thereunder,   set  forth  in  the
          Prospectus  accurately  describes  such plans or  arrangements  in all
          material respects.

     vi)  The Common Shares to be sold by the Company have been duly  authorized
          and,  when issued,  delivered  and paid for in the manner set forth in
          this Agreement,  will be duly authorized,  validly issued,  fully paid
          and  non-assessable,  and  will  conform  to the  description  thereof
          contained  in or  incorporated  by  reference  in the  Prospectus.  No
          preemptive  rights or other rights to subscribe for or purchase  exist
          with  respect to the  issuance  and sale of the  Common  Shares by the
          Company pursuant to this Agreement.  No stockholder of the Company has
          any right to require the Company to register  any shares owned by such
          stockholder  other than as contemplated by this Agreement.  No further
          approval or authority of the  stockholder or the Board of Directors of
          the Company  will be required  for the issuance and sale of the Common
          Shares to be sold by the Company as contemplated herein.

     vii) The Company has full legal  right,  power and  authority to enter into
          this Agreement and to perform the  transactions  contemplated  hereby.
          This Agreement has been duly authorized, executed and delivered by the
          Company and constitutes a valid and binding obligation of the Company,
          enforceable in accordance with its terms except as enforceability  may
          be limited by general equitable  principles,  bankruptcy,  insolvency,
          reorganization,  moratorium or other laws affecting  creditors' rights
          generally. The execution and delivery of this Agreement by the Company
          and the consummation of the transactions  herein contemplated will not
          violate any provisions of the certificate of incorporation,  bylaws or
          other organizational  documents,  of the Company and will not conflict
          with,  result in the breach or violation of, or constitute,  either by
          itself or upon notice or the passage of time or both, a default under:

          a)   Any  agreement,   mortgage,  deed  of  trust,  lease,  franchise,
               license,  indenture,  permit  or other  instrument  to which  the
               Company  is a party  or by  which  the  Company  or any of  their
               respective properties may be bound or affected, or

          b)   Any statute or any authorization,  judgment,  decree, order, rule
               or regulation of any court or any regulatory body, administrative
               agency or other  governmental  body  applicable to the Company or
               any of its properties.  No consent,  approval,  authorization  or
               other order of any court, regulatory body,  administrative agency
               or other  governmental  body

                                  Page 4 of 24


<PAGE>


               is required for the execution  and delivery of this  Agreement or
               the  consummation  of  the  transactions   contemplated  by  this
               Agreement,  except as has been obtained or except for  compliance
               with the Act.

         viii) The financial  statements  and schedules of the Company,  and the
               related notes thereto,  included in the Prospectus present fairly
               the financial  position of the Company as of the respective dates
               of such financial  statements  and schedules,  and the results of
               operations  and changes in financial  position of the Company for
               the respective periods  presented,  provided,  however,  that the
               unaudited   quarterly  and  unaudited   interim   financials  are
               condensed, but include all adjustments (consisting of only normal
               recurring adjustments) that the Company considers necessary for a
               fair presentation of the Company's financial position,  operating
               results and cash flows for the interim periods.  Such statements,
               schedules and related notes have been prepared in accordance with
               generally accepted accounting  principals applied on a consistent
               basis as  certified  by the  auditors  in the  Company's  audited
               financial  statements  provided,   however,  that  the  unaudited
               quarterly and unaudited  interim  financials are  condensed,  but
               include all  adjustments  (consisting  of only  normal  recurring
               adjustments)  that the  Company  considers  necessary  for a fair
               presentation  of  the  Company's  financial  position,  operating
               results and cash flows for the interim periods.

          ix)  The Company  maintains a system of  internal  accounting  control
               sufficient to provide reasonable assurances that:

               a)   Transactions  are executed in accordance  with  management's
                    general or specific authorizations,

               b)   Transactions are recorded as necessary to permit preparation
                    of  financial   statements  in  conformity   with  generally
                    accepted    accounting    principles    and   to    maintain
                    accountability for assets,

               c)   Access  to  assets  is  permitted  only in  accordance  with
                    management's general or specific authorization, and

               d)   The  recorded  accountability  for assets is  compared  with
                    existing  assets at  reasonable  intervals  and  appropriate
                    action is taken with respect to any differences.

          x)   Neither the Company nor the Subsidiary is:

               a)   In violation or default of any provision of its  certificate
                    of   incorporation  or  bylaws,   or  other   organizational
                    documents, or

               b)   In breach of or default with respect to any provision of any
                    agreement, judgment, decree, order, mortgage, deed of trust,
                    lease,  franchise,   license,  indenture,  permit  or  other
                    instrument  to  which it is a party or by which it or any of
                    its properties are bound,  except where a violation,  breach
                    or default would not have a material  adverse  effect on the
                    condition  (financial or otherwise),  business or results of
                    operations  of the  Company  and the  Subsidiary  taken as a
                    whole;  and there  does not  exist any state of facts  which
                    constitutes  an event of default on the part of the  Company
                    or the  Subsidiary  as defined in such  documents  or which,
                    with notice or lapse of time or both,  would constitute such
                    an event of default.

                                  Page 5 of 24


<PAGE>


     xi)  There  are no  legal or  governmental  actions,  suits or  proceedings
          (including those related to environmental or  discrimination  matters)
          pending,  or to the best knowledge of the Company,  threatened,  as to
          which the  Company or the  Subsidiary  taken as a whole is or may be a
          party or of which  property  owned or  leased  by the  Company  or the
          Subsidiary  is  or  may  be  the  subject,  which  actions,  suits  or
          proceedings  could  reasonably be expected to,  individually or in the
          aggregate,  prevent or adversely affect the transactions  contemplated
          by this  Agreement  or  result  in a  material  adverse  change in the
          condition (financial or otherwise), properties, business or results of
          operations of the Company and the Subsidiary  taken as a whole; and no
          labor  disturbance  by the employees of the Company or the  Subsidiary
          exists or is  imminent  which could  reasonably  be expected to affect
          materially  and  adversely  such  condition,  properties,  business or
          results of  operations.  Neither the Company nor the  Subsidiary  is a
          party  or  subject  to  the  provisions  of any  material  injunction,
          judgment,   decree   or  order   of  any   court,   regulatory   body,
          administrative agency or other governmental body.

     xii) The Company and the Subsidiary  have good and marketable  title to all
          the  properties  and  assets  reflected  as  owned  in  the  financial
          statements  herein above  described (or elsewhere in the  Prospectus),
          subject to no lien,  mortgage,  pledge,  charge or  encumbrance of any
          kind except those, if any, reflected in such financial  statements (or
          elsewhere  in the  Prospectus),  or those,  which are not  material in
          amount and do not  adversely  affect the use made and  proposed  to be
          made of such  property by the Company or its  Subsidiary,  as the case
          may be. The Company and the Subsidiary  hold their  respective  leased
          properties  under valid and binding  leases,  except where such leases
          are not material to the business of the Company and the  Subsidiaries,
          taken as a whole.  Except as disclosed in the Prospectus,  the Company
          and the Subsidiary  own or lease all such  properties as are necessary
          to their  respective  operations as now conducted or as proposed to be
          conducted.

    xiii) The Company  and the  Subsidiary  are 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") and
          with all  requirements  prescribed  by any and all  statutes,  orders,
          government  rules and regulations  including the Internal Revenue Code
          of 1986,  as amended,  currently  in effect  with  respect to employee
          benefit  plans;  no  "reportable  event" (as defined in ERISA) nor any
          event  described  in  Sections  4062,  4063 or  4041(c)  of ERISA  has
          occurred for which the Company would have any  liability;  neither the
          Company nor any  Subsidiary  has incurred and does not expect to incur
          material liability under:

          a)   Title IV of ERISA  other than  premium  payments  to the  Pension
               Benefit  Guaranty  Corporation  arising in the ordinary course of
               business or

          b)   Section  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 or any Subsidiary would have any material  liability that
               is intended to be qualified  under Section 401(a) of the Code has
               received  a  favorable  determination  letter  from the  Internal
               Revenue Service and nothing has occurred, whether by action or by
               failure to act, which would cause the loss of such  determination
               letter.  Neither the Company nor any  Subsidiary has

                                  Page 6 of 24


<PAGE>


               incurred any material  liability or penalty  under  Sections 4975
               through  4980  of  the  Code  or  under  Title  I of  ERISA.  All
               contributions, premiums or other payments (including all employer
               contributions and employee salary reduction  contributions) which
               are  due  have  been  paid  to  each   "pension   plan"  and  all
               contributions,  premiums or other  payments for any period ending
               on or before  the  Closing  Date  which are not yet due have been
               paid to each such "pension  plan" or accrued in  accordance  with
               the past custom and practice of the Company.  No suit,  action or
               other litigation  (excluding  claims for benefits incurred in the
               ordinary course of any plan  activities) has been brought,  or to
               the  knowledge  of the  Company  is  threatened,  against or with
               respect  to any  employee  benefit  plan  of the  Company  or any
               Subsidiary.  All "pension plans" and other employee-related plans
               of the Company and each Subsidiary are fully funded.

     xiv) Since the  respective  dates as of which  information  is given in the
          Prospectus:

          a)   Neither the Company nor the  Subsidiary has incurred any material
               liabilities or obligations,  indirect,  direct or contingent,  or
               entered  into any material  verbal or written  agreement or other
               transaction in any such case which is not in the ordinary  course
               of business;

          b)   Neither the Company nor the Subsidiary has sustained any material
               loss or  interference  with its business or properties from fire,
               flood,  windstorm,  accident  or other  calamity,  whether or not
               covered by insurance;

          c)   The  Company  has not paid or  declared  any  dividends  or other
               distributions with respect to its capital stock;

          d)   Neither  the  Company  nor the  Subsidiary  is in  default in the
               payment  of  principal  or  interest  on  any  outstanding   debt
               obligations;

          e)   There  has  not  been  any  change  in  the   capital   stock  or
               indebtedness  material to the Company and the Subsidiary taken as
               a whole (other than in the ordinary course of business); and

          f)   There has not been any material  adverse  change in the condition
               (financial  or  otherwise),  business,  properties  or results of
               operations of the Company or the Subsidiary.

     xv)  The Company has  sufficient  trademarks,  trade names,  patent rights,
          copyrights,  licenses,  approvals and governmental  authorizations  to
          conduct  its  business  as  now  conducted;  and  the  Company  has no
          knowledge  of  any  material   infringement  by  the  Company  or  the
          Subsidiary  of  any  trademark,  trade  name  rights,  patent  rights,
          copyrights,  licenses, trade secret or other similar rights of others,
          and there is no claim being made against the Company or the Subsidiary
          regarding trademark,  trade name, patent,  copyright,  license,  trade
          secret or other  infringement  which  could  have a  material  adverse
          effect on the condition (financial or otherwise),  business or results
          of operations of the Company and the Subsidiary, taken as a whole.

     xvi) The  Company  and the  Subsidiary  are  each  conducting  business  in
          compliance  with all  applicable  laws,  rules and  regulations of the
          jurisdictions  in  which  they  are  conducting  business,  including,
          without   limitation,   all  applicable   local,   state  and  federal
          environmental  laws and regulations;  except

                                  Page 7 of 24


<PAGE>


          where failure to be so in compliance  would not  materially  adversely
          affect the condition (financial or otherwise),  business or results of
          operations of the Company and the Subsidiary, taken as a whole.

    xvii) All  necessary  federal,  state and foreign  income and  franchise tax
          returns  have been filed by the  Company  and the  Subsidiary,  except
          where the failure to file would not have a material  adverse effect on
          the  condition  (financial  or  otherwise),  business  or  results  of
          operations of the Company and the Subsidiary, taken as a whole, and to
          the Company's knowledge, all such tax returns are complete and correct
          in all material respects, and all taxes shown as due thereon have been
          paid.  The Company has no  knowledge of any tax  deficiency  which has
          been or might be  asserted  or  threatened  against the Company or the
          Subsidiary  which  could  reasonably  be expected  to  materially  and
          adversely affect the business, operations or properties of the Company
          and the Subsidiary taken as a whole.

   xviii) The  Company  is  not,   and   upon  the   closing  of   the  offering
          contemplated hereby will not be, an "investment  company" or a company
          "controlled  by" an  "investment  company"  within the  meaning of the
          Investment Company Act of 1940, as amended.

     xix) The Company has not distributed  and will not distribute  prior to the
          First  Closing  Date any  offering  material  in  connection  with the
          offering and sale of the Common  Shares other than the  Prospectus  or
          any other materials permitted by the Act.

     xx)  The  Company  and the  Subsidiary  maintain  liability,  property  and
          casualty  insurance  in an amount and on such terms as are  reasonable
          and customary for businesses similar to the Company, including against
          theft,  damage,  destruction,  acts of  vandalism  and all other risks
          customarily  insured against,  all of which insurance is in full force
          and effect.

     xxi) Neither  the Company  nor to the  knowledge  of the Company any of its
          respective  employees  or agents has at any time  during the last five
          years

          a)   Made any  unlawful  contribution  to any  candidate  for  foreign
               office, or failed to disclose fully any contribution in violation
               of law, or

          b)   Made any payment to any federal or state governmental  officer or
               official,   or  other  person  charged  with  similar  public  or
               quasi-public duties, other than payments required or permitted by
               the laws of the United States or any jurisdiction thereof.

    xxii) The Company has not taken, and will not take,  directly or indirectly,
          any action  designed to or that might be reasonably  expected to cause
          or  result  in  stabilization  or  manipulation  of the  price  of the
          Company's  Common Stock to facilitate the sale or resale of the Common
          Shares.

   xxiii) The Company  has caused  each of its executive  officers and directors
          as set forth in the  Prospectus  to  furnish  to  Panther  Capital  an
          agreement in a form  acceptable to Panther  Capital  pursuant to which
          each such party has agreed  that prior to and during the period of 120
          days after the first date that  registration  of the Common  Shares is
          completed, without the prior written consent of Panther Capital, which
          consent  may be withheld at the sole  discretion  of Panther  Capital,
          such party will not directly or indirectly  offer,  sell,

                                  Page 8 of 24

<PAGE>


          contract to sell or otherwise  dispose of any shares of the  Company's
          Common Stock or securities  convertible  into or exchangeable  for, or
          any  rights  to  purchase  or  acquire,  the  Company's  Common  Stock
          (including without  limitation,  Common Stock of the Company which may
          be deemed to be  beneficially  owned in accordance  with the rules and
          regulations of the Commission); provided, however, that bona fide gift
          transactions may be permitted if the donee agrees in writing, prior to
          the consummation of the gift, to be bound by the provisions applicable
          to the share in the hands of the donor.

     3.   REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS

The Underwriters,  represent and warrant to the Company that the information set
forth on the cover page of the  Prospectus  with respect to price,  underwriting
discounts and commissions and terms of offering and Under  "Underwriting" in the
Prospectus was furnished to the Company by and on behalf of the Underwriters for
use in connection  with the  preparation of the Prospectus and is correct in all
material  respects.  The  Underwriter  represents and warrants  that,  except as
expressly  provided  herein,  it has  been  authorized  by  each  of  the  other
Underwriters to enter into this Agreement on its behalf and to act for it in the
manner herein provided.

     4.   PURCHASE, SALE AND DELIVERY OF COMMON SHARES

     i)   On the basis of the representations,  warranties and agreements herein
          contained,  but subject to the terms and conditions  herein set forth,
          the  Company  agrees to issue and sell to the  Underwriters  5,000,000
          Firm  Common  Shares and the  Underwriters  agree,  severally  and not
          jointly, to purchase from the Company the number of Firm Common Shares
          described  below.  The  purchase  price  per  share  to be paid by the
          several Underwriters to the Company shall be $1.00 per share.

     ii)  The obligation of each Underwriter to the Company shall be to purchase
          from the  Company  that  number of full  shares  which  (as  nearly as
          practicable,  as determined by Panther Capital) bears to 5,000,000 the
          same proportion as the number of shares set forth opposite the name of
          such  Underwriter  in Schedule A hereto  bears to the total  number of
          Firm Common Shares.

     iii) Delivery of certificates for the Firm Common Shares to be purchased by
          the Underwriters and payment therefore shall be made at the offices of
          Panther Capital, 22 Grosvenor Street,  London, United Kingdom (or such
          other place as may be agreed upon by the Company and the Underwriters)
          at such time and date,  not later than  January  28,  2000 (the "First
          Closing Date").

     iv)  Delivery of  certificates  for the Firm Common Shares shall be made by
          or on behalf of the  Company to Panther  Capital,  for the  respective
          accounts of the Underwriters with respect to the Firm Common Shares to
          be sold by the Company  against  payment by Panther  Capital,  for the
          accounts of the several Underwriters,  of the purchase price therefore
          by wire transfer of federal funds to an account  designated in writing
          by the Company.  The  certificates for the

                                  Page 9 of 24


<PAGE>


          Firm Common Shares shall be registered in such names and denominations
          as Panther  Capital  shall have  requested at least two full  business
          days prior to the First Closing Date,  and shall be made available for
          checking and packaging on the business day preceding the First Closing
          Date at the offices of Panther Capital at 22 Grosvenor Street, London,
          United Kingdom.

     v)   In  addition,  on the  basis of the  representations,  warranties  and
          agreements herein  contained,  but subject to the terms and conditions
          herein  set  forth,  the  Company  hereby  grants an option to Panther
          Capital to  purchase  up to  1,000,000  Optional  Common  Shares.  The
          options  granted  hereunder  may be  exercised at any time (but in not
          more than two tranches)  within two years after the First Closing upon
          notice by Panther  Capital to the Company  setting forth the aggregate
          number of Optional  Common Shares as to which they are  exercising the
          option, the names and denominations in which the certificates for such
          shares  are to be  registered  and the  time and  place at which  such
          certificates will be delivered.

     vi)  For any options  exercised prior to midnight  Eastern Standard Time on
          the first  anniversary of the First Closing the exercise price will be
          $1.00 per share.

     vii) For any options  exercised after midnight Eastern Standard Time on the
          first  anniversary of the First Closing but prior to midnight  Eastern
          Standard  Time on the  second  anniversary  of the First  Closing  the
          exercise price will be $10.00 per share.

    viii) All options  unexercised  at  midnight  Eastern  Standard  Time on the
          second  anniversary  of the First Closing  shall expire  automatically
          upon that date at that time.

     ix)  Panther  Capital has advised the  Company  that each  Underwriter  has
          authorized it to accept delivery of its Common Shares, to make payment
          and to give receipt  therefore.  Panther Capital will make payment for
          any Common Shares to be purchased by any Underwriter whose funds shall
          not have been received by the First Closing Date or the Second Closing
          Date,  as the case may be, but any such payment shall not relieve such
          Underwriter from any of its obligations under this Agreement.

     5.   COVENANTS OF THE COMPANY

The Company covenants and agrees that:

     i)   The  Company  will use its best  efforts  to  cause  the  Registration
          Statement and any amendment thereof to become  effective.  The Company
          will promptly advise Panther Capital in writing:

          a)   Of the receipt of any comments of the Commission,

          b)   Of any request of the  Commission  for amendment of or supplement
               to the Registration  Statement (either before or after it becomes
               effective), or for additional information,

          c)   When the Registration Statement shall have become effective and


                                  Page 10 of 24


<PAGE>


          d)   Of the issuance by the  Commission  of any stop order  suspending
               the  effectiveness  of  the  Registration  Statement  or  of  the
               institution  of  any  proceedings   for  that  purpose.   If  the
               Commission  shall  enter  any such stop  order at any  time,  the
               Company  will use its best  efforts to obtain the lifting of such
               order at the earliest possible moment.  The Company will not file
               any amendment or supplement to the Registration Statement (either
               before or after it becomes effective), any Preliminary Prospectus
               or the Prospectus of which Panther Capital has not been furnished
               with a copy a  reasonable  time prior to such  filing or to which
               Panther Capital  reasonably objects or which is not in compliance
               with the Act and the Rules and Regulations.

     ii)  The Company will immediately  notify Panther Capital in writing if, at
          any time prior to the Closing Date, any  representation or warranty of
          the Company  set forth  herein  shall not be true and  accurate in all
          material  respects or, without limiting the foregoing,  if there shall
          have been any material  adverse change,  or a development  involving a
          material  adverse change,  in the condition  (financial or otherwise),
          properties, business or results of operations of the Company.

     iii) During the period of two years hereafter,  the Company will furnish to
          Panther Capital and, upon the request of the Underwriters,  to each of
          the other Underwriters:

          a)   As soon as practicable  after the end of each fiscal year, copies
               of the Annual Report of the Company  containing the balance sheet
               of the Company as of the close of such fiscal year and statements
               of income,  stockholder's equity and cash flows for the year then
               ended and the opinion thereon of the Company's independent public
               accountants;

          b)   As soon as available,  copies of any report or  communication  of
               the Company mailed generally to holders of its Common Stock.

     iv)  Prior to and  during  the period of 120 days after the first date that
          registration of the Common Shares is completed,  the Company will not,
          without the prior written  consent of Panther  Capital  (which consent
          may be withheld at the sole  discretion  of Panther  Capital),  issue,
          offer,  sell, grant options to purchase or otherwise dispose of any of
          the Company's equity  securities or any other  securities  convertible
          into or exchangeable  with its Common Stock or other equity  security,
          other than  pursuant to the  Company's  stock plans  disclosed  in the
          Prospectus  or  in  connection  with  the  Company's   acquisition  of
          complementary technologies or businesses.

     v)   The  Company  will  apply the net  proceeds  of the sale of the Common
          Shares sold by it  substantially  in  accordance  with its  statements
          under the caption "Use of Proceeds" in the Prospectus.

     vi)  The  Company  will  maintain a transfer  agent and  registrar  for its
          Common Stock.

     vii) Panther  Capital,  on behalf  of the  Underwriters,  may,  in its sole
          discretion, waive in writing the performance by the Company of any one
          or more of the  foregoing  covenants  or  extend  the time  for  their
          performance.

                                  Page 11 of 24


<PAGE>


     6.   PAYMENT OF EXPENSES

     Whether or not the transactions  contemplated  hereunder are consummated or
     this Agreement  becomes  effective or is terminated,  the Company agrees to
     pay  all  costs,   fees  and  expenses  incurred  in  connection  with  the
     performance  of its  obligations  hereunder  and  in  connection  with  the
     transactions contemplated hereby, including without limiting the generality
     of the foregoing:

          a)   All expenses  incident to the issuance and delivery of the Common
               Shares (including all printing and engraving costs),

          b)   All fees and expenses of the registrar and transfer  agent of the
               Common Stock,

          c)   All necessary issue, transfer and other stamp taxes in connection
               with  the  issuance  and  sale  of  the  Common   Shares  to  the
               Underwriters,

          d)   All fees and expenses of the Company's  counsel and the Company's
               independent accountants,

          e)   All  costs  and  expenses   incurred  in   connection   with  the
               preparation,  printing,  filing, shipping and distribution of the
               Registration  Statement,  the Prospectus  (including all exhibits
               and financial  statements)  and all  amendments  and  supplements
               provided for herein,

          f)   All filing fees,  attorneys'  fees and  expenses  incurred by the
               Company or the  Underwriters  in  connection  with  qualifying or
               registering (or obtaining  exemptions from the  qualification  or
               registration  of) all or any part of the Common  Shares for offer
               and sale under foreign securities laws,

          g)   All  filing  fees  of  the  National  Association  of  Securities
               Dealers, Inc. and

          h)   The Company will pay (directly or by reimbursement)  all fees and
               expenses  incident to the  performance of its  obligations  under
               this Agreement, which are not otherwise specifically provided for
               herein.

     7.   CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS

The  obligations  of the several  Underwriters  to purchase and pay for the Firm
Common  Shares on the First  Closing Date and the Optional  Common Shares on the
Second Closing Date shall be subject to the accuracy of the  representations and
warranties on the part of the Company herein set forth as of the date hereof and
as of the First Closing Date or the Second  Closing Date, as the case may be, to
the  accuracy of the  statements  of  Company's  officers  made  pursuant to the
provisions  hereof,  to the  performance  by  the  Company  of  its  obligations
hereunder, and to the following additional conditions:

                                  Page 12 of 24


<PAGE>

          a)   Panther  Capital  shall be  satisfied  that since the  respective
               dates as of which information is given in the Prospectus,  except
               as  disclosed  in the  Prospectus,  there shall not have been any
               change  in the  capital  stock  or  any  material  change  in the
               indebtedness  (other than in the ordinary  course of business) of
               the  Company,   except  as  set  forth  or  contemplated  by  the
               Prospectus,  no  material  verbal or written  agreement  or other
               transaction shall have been entered into by the Company, which is
               not in the ordinary course of business,

          a)   No loss or damage (whether or not insured) to the property of the
               Company shall have been sustained which  materially and adversely
               affects  the  condition  (financial  or  otherwise),  business or
               results of operations of the Company,

          b)   No legal or governmental action, suit or proceeding affecting the
               Company  which is  material  to the  Company or which  affects or
               could   reasonably   be  expected  to  affect  the   transactions
               contemplated  by this  Agreement  shall have been  instituted  or
               threatened and

          c)   There shall not have been any  material  change in the  condition
               (financial  or  otherwise),  business,  management  or results of
               operations  of  the  Company  which  makes  it   impractical   or
               inadvisable in the  reasonable  judgment of the  Underwriters  to
               proceed  with the  purchase  the  Common  Shares as  contemplated
               hereby.

     ii)  There shall have been  furnished  to Panther  Capital on each  Closing
          Date, in form and substance satisfactory to Panther Capital, except as
          otherwise expressly provided below, an officers  certificate signed by
          the President of the Company  addressed to the  Underwriters and dated
          the First Closing Date or the Second Closing Date, as the case may be,
          to the effect that:

          a)   The Company has been duly  incorporated is validly  existing as a
               corporation in good standing under the laws of the State of Utah.
               The Subsidiary is duly formed and validly existing under the laws
               of  England.  To the  Company's  knowledge,  there  are no  other
               jurisdictions where the ownership or leasing of properties or the
               conduct of its business requires such  qualification,  except for
               jurisdictions in which the failure to so qualify would not have a
               material  adverse effect on the business,  results and operations
               or the  financial  condition  of the Company and the  Subsidiary,
               taken as a whole.  The Company has corporate  power and authority
               to own its  properties  and conduct its  business as described in
               the Prospectus;

          b)   The  authorized  issued  and  outstanding  capital  stock  of the
               Company  conforms in all material  respects to the description of
               the capital stock set forth under the caption "Capitalization" in
               the Prospectus;  all necessary and proper  corporate  proceedings
               have been taken in order to validly  authorize such Common Stock;
               all outstanding shares of Common Stock (including the Firm Common
               Shares and any Optional Common Shares) have been duly and validly
               issued,  are fully paid and  non-assessable,  have been issued in
               compliance with the registration and  qualification  requirements
               of  federal  and  state  securities  laws,  were  not  issued  in
               violation of or subject to any preemptive  rights or other rights
               to subscribe  for or purchase any of the Common Shares to be sold
               by the Company hereunder;

                                  Page 13 of 24


<PAGE>

          c)   The  certificates  evidencing  the Common  Shares to be delivered
               hereunder  are in due and proper  form  under Utah law,  and when
               duly countersigned by the Company's transfer agent and registrar,
               and  delivered  to  Panther  Capital  or upon its  order  against
               payment of the agreed consideration  therefore in accordance with
               the provisions of this Agreement,  the Common Shares  represented
               thereby will be duly  authorized and validly  issued,  fully paid
               and  non-assessable,  and will  conform  in all  respects  to the
               description  thereof set forth under the caption  "Description of
               Securities" in the Prospectus;

          d)   Except  as  disclosed  in or  specifically  contemplated  by  the
               Prospectus,  there are no outstanding options,  warrants or other
               rights calling for the issuance of, and no commitments,  plans or
               arrangements  to issue,  any shares of capital stock  (including,
               without  limitation,  the Common  Shares)  of the  Company or any
               security  convertible  into or exchangeable  for capital stock of
               the Company;

          e)   The Prospectus  complies as to form in all material respects with
               the requirements of the Act and the Rules and Regulations;

          f)   There are no legal or governmental actions,  suits or proceedings
               pending or  threatened  against the Company which are required to
               be  described  in the  Prospectus  which  are  not  described  as
               required.

          g)   The Company has all  requisite  corporate  power and authority to
               enter  into this  Agreement  and to sell and  deliver  the Common
               Shares  to be  sold  by  it to  the  several  Underwriters;  this
               Agreement  has been duly and validly  authorized by all necessary
               corporate  action  by the  Company,  has been  duly  and  validly
               executed and delivered by and on behalf of the Company,  and is a
               valid  and  binding  agreement  of the  Company,  enforceable  in
               accordance  with  its  terms,  except  as  enforceability  may be
               limited by general equitable principles,  bankruptcy, insolvency,
               reorganization,  moratorium  or other laws  affecting  creditors'
               rights  generally and except as to those  provisions  relating to
               indemnity or contribution for liabilities  arising under the Act;
               and no approval,  authorization,  order, consent, filing, license
               or permit of or with any  court,  regulatory,  administrative  or
               other  governmental  body  is  required  for  the  execution  and
               delivery of this  Agreement by the Company or the  performance by
               the Company of its obligations  contemplated by this Agreement to
               be  performed  at the time of  closing,  except such as have been
               obtained and are in full force and effect under the Act.

          h)   The execution  and delivery of this  Agreement by the Company and
               the  performance  by the  Company of its  obligations  thereunder
               contemplated  by the Agreement to be performed at the time of the
               closing  will not  conflict  with,  result in the  breach  of, or
               constitute,  either by itself or upon  notice or the  passage  of
               time or both, a default under, any agreement,  mortgage,  deed of
               trust,  lease,  franchise,  license,  indenture,  permit or other
               instrument or violate any of the provisions of the certificate of
               incorporation  or bylaws  of the  Company  or,  to the  Company's
               knowledge,  violate any judgment, decree or order, which has been
               entered against the Company or any statute, rule or regulation of
               any  court or  governmental  body  having  jurisdiction  over the
               Company or any of its properties;

                                  Page 14 of 24


<PAGE>

          i)   The  Company  is  not  in   violation  of  its   certificate   of
               incorporation or any material provision if its bylaws;

          j)   No holders of  securities  of the Company  have rights which have
               not been waived to the  registration of shares of Common Stock or
               other  securities,  because  of the  filing  of the  Registration
               Statement  by the Company or the  offering  contemplated  by this
               Agreement;

          k)   The  representations  and  warranties of the Company set forth in
               this  Agreement  are  true  and  correct  as of the  date of this
               Agreement and as of the First Closing Date or the Second  Closing
               Date,  as the case may be, and the Company has complied  with all
               the agreements and satisfied all the conditions on its part to be
               performed or satisfied on or prior to such Closing Date;

          l)   The board of directors of the Company has carefully  examined the
               Prospectus;  in his or her  opinion and to the best of his or her
               knowledge,  the  Prospectus  and any  amendments  or  supplements
               thereto  contain all  statements  required  to be stated  therein
               regarding  the Company;  and the  Prospectus  or any amendment or
               supplement  thereto  does not include any untrue  statement  of a
               material  fact or omit to state any material  fact required to be
               stated  therein or necessary to make the  statements  therein not
               misleading;

          m)   Since the  respective  dates as of which  information is given in
               the Prospectus, and except as disclosed in the Prospectus,  there
               has  not  been  any  material  adverse  change  or a  development
               involving a material  adverse change in the condition  (financial
               or  otherwise),  business,  properties,  results of operations or
               management  of the  Company;  and  there  has  been no  legal  or
               governmental  action,  suit or  proceeding is pending or, to such
               person's  knowledge,  threatened  against  the  Company  which is
               material to the Company, whether or not arising from transactions
               in the ordinary course of business,  or which could reasonably be
               expected to adversely  affect the  transactions  contemplated  by
               this Agreement; since such dates the Company has not entered into
               any verbal or written agreement or other transaction which is not
               in the  ordinary  course of  business or  incurred  any  material
               liability or obligation,  direct, contingent or indirect which is
               not in the ordinary  course of  business,  made any change in its
               capital stock, made any material change in its short-term debt or
               funded  debt or  repurchased  or  otherwise  acquired  any of the
               Company's capital stock; and the Company has not declared or paid
               any  dividend,   or  made  any  other   distribution,   upon  its
               outstanding  capital stock payable to stockholders of record on a
               date prior to the First Closing Date or Second Closing Date; and

          n)   Since the  respective  dates as of which  information is given in
               the Prospectus,  the Company has not sustained a material loss or
               damage by  strike,  fire,  flood,  windstorm,  accident  or other
               calamity (whether or not insured).

     iii) On or before the First  Closing  Date,  letters from each director and
          executive officer of the Company,  in form and substance  satisfactory
          to Panther Capital, confirming that for a period of 180 days after the
          first date that any of the Common  Shares are released for sale to the
          public,  such

                                  Page 15 of 24


<PAGE>


          person or entity will not directly or indirectly sell or offer to sell
          or  otherwise  dispose of any  shares of Common  Stock or any right to
          acquire any such shares  without the prior written  consent of Panther
          Capital,  which  consent  may be withheld  at the sole  discretion  of
          Panther Capital.

     iv)  All such  opinions,  certificates,  letters and documents  shall be in
          compliance with the provisions hereof only if they are satisfactory to
          Panther  Capital.  The Company shall furnish Panther Capital with such
          manually  signed or conformed  copies of such opinions,  certificates,
          letters and documents as it may request. Any certificate signed by any
          officer of the Company and delivered to the Underwriters or to counsel
          for the  Underwriters  shall  be  deemed  to be a  representation  and
          warranty by the Company to the  Underwriters as to the statements made
          therein.

     v)   If any  condition  to the  Underwriters'  obligations  hereunder to be
          satisfied  prior to or at the First  Closing Date is not so satisfied,
          this  Agreement at Panther  Capital's  election  will  terminate  upon
          notification by Panther  Capital to the Company  without  liability on
          the part of any  Underwriter or the Company except for the expenses to
          be paid or  reimbursed by the Company  pursuant to this  Agreement and
          except to the extent provided in this Agreement.

     8.   REIMBURSEMENT OF UNDERWRITERS' EXPENSES

Notwithstanding  any  other  provisions  hereof,  if  this  Agreement  shall  be
terminated by Panther Capital pursuant to this Agreement,  or if the sale to the
Underwriters  of the  Common  Shares at the  First  Closing  is not  consummated
because of any  refusal,  inability  or  failure  on the part of the  Company to
perform any agreement herein or to comply with any provision hereof, the Company
agrees to reimburse  Panther Capital and the other  Underwriters upon demand for
all out-of-pocket  expenses that shall have been reasonably  incurred by Panther
Capital and the other  Underwriters in connection with the proposed purchase and
the  sale  of  the  Common  Shares,  including  but  not  limited  to  fees  and
disbursements of counsel, printing expenses, travel expenses, postage, telegraph
charges and telephone charges relating directly to the offering  contemplated by
the Prospectus.

     9.   EFFECTIVENESS OF REGISTRATION STATEMENT

The Company  will use its best  efforts to cause the  Registration  Statement to
become  effective,  to prevent  the  issuance of any stop order  suspending  the
effectiveness of the  Registration  Statement and, if such stop order be issued,
to obtain as soon as possible the lifting thereof.

     10.  INDEMNIFICATION

                                  Page 16 of 24


<PAGE>

     i)   The Company agrees to indemnify and hold harmless each Underwriter and
          each person,  if any, who controls any Underwriter  within the meaning
          of the  Act  against  any  losses,  claims,  damages,  liabilities  or
          expenses,  joint  or  several,  to  which  such  Underwriter  or  such
          controlling  person may become subject,  under the Act, the Securities
          Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  or other
          federal  or state  statutory  law or  regulation,  or at common law or
          otherwise  (including  in  settlement  of  any  litigation,   if  such
          settlement  is  effected  with the  written  consent of the  Company),
          insofar as such losses, claims,  damages,  liabilities or expenses (or
          actions in respect thereof as contemplated  below) arise out of or are
          based upon any untrue  statement  or alleged  untrue  statement of any
          material fact  contained in the  Prospectus or his  Agreement,  or any
          amendment or supplement thereto, or arise out of or are based upon the
          omission or alleged  omission to state in any of them a material  fact
          required to be stated  therein or necessary to make the  statements in
          any of them not  misleading,  or arise out of or are based in whole or
          in part on any inaccuracy in the representations and warranties of the
          Company  contained herein or any failure of the Company to perform its
          obligations   hereunder  or  under  law;  and  will   reimburse   each
          Underwriter and each such  controlling  person for any legal and other
          expenses as such expenses are reasonably  incurred by such Underwriter
          or  such   controlling   person  in  connection  with   investigating,
          defending,  settling,  compromising  or paying any such  loss,  claim,
          damage, liability, expense or action; provided, however, that

          a)   The  Company  will not be liable  in any such case to the  extent
               that any such loss,  claim,  damage,  liability or expense arises
               out of or is based upon an untrue  statement  or  alleged  untrue
               statement or omission or alleged  omission made in the Prospectus
               or any  amendment or  supplement  thereto in reliance upon and in
               conformity with the  information  furnished to the Company by the
               Underwriters pursuant to this Agreement.

     ii)  Each  Underwriter  will  severally  indemnify  and hold  harmless  the
          Company, each of its directors,  each of its officers and each person,
          if any,  who  controls  the  Company  within  the  meaning  of the Act
          ("controlling   person"),   against  any  losses,   claims,   damages,
          liabilities  or expenses to which the Company,  or any such  director,
          officer or controlling  person may become subject,  under the Act, the
          Exchange Act, or other federal or state  statutory law or  regulation,
          or at  common  law  or  otherwise  (including  in  settlement  of  any
          litigation, if such settlement is effected with the written consent of
          such   Underwriter),   insofar  as  such  losses,   claims,   damages,
          liabilities or expenses (or actions in respect thereof as contemplated
          below)  arise out of or are based upon any  untrue or  alleged  untrue
          statement of any material  fact  contained in the  Prospectus  or this
          Agreement,  or any amendment or supplement thereto, or arise out of or
          are based upon the  omission or alleged  omission  to state  therein a
          material fact  required to be stated  therein or necessary to make the
          statements  therein not  misleading,  in each case to the extent,  but
          only to the  extent,  that such  untrue  statement  or alleged  untrue
          statement or omission or alleged  omission was made in the Prospectus,
          or any  amendment  or  supplement  thereto,  in  reliance  upon and in
          conformity  with  the  information  furnished  to the  Company  by the
          Underwriters  and will  reimburse the Company,  or any such  director,
          officer  or  controlling  person  for  any  legal  and  other  expense
          reasonably incurred by the Company,  or any such director,  officer or
          controlling  person  in  connection  with  investigating,   defending,
          settling,  compromising  or  paying  any  such  loss,

                                  Page 17 of 24


<PAGE>


          claim, damage, liability,  expense or action; provided,  however, that
          no Underwriter shall be required to contribute any amount in excess of
          the  amount of the total  underwriting  commissions  received  by such
          Underwriter in connection with the Common Shares underwritten by it.

     iii) Promptly after receipt by an  indemnified  party under this Section of
          notice of the commencement of any action, such indemnified party will,
          if a claim in respect  thereof is to be made  against an  indemnifying
          party under this Section,  notify the indemnifying party in writing of
          the  commencement   thereof;   but  the  omission  so  to  notify  the
          indemnifying party will not relieve it from any liability which it may
          have to any indemnified party for contribution or otherwise than under
          the indemnity  agreement contained in this Section to the extent it is
          not prejudiced as a proximate result of such failure.

     iv)  In case any such action is brought against any  indemnified  party and
          such  indemnified  party  seeks or intends to seek  indemnity  from an
          indemnifying  party,  the  indemnifying  party  will  be  entitled  to
          participate in, and, to the extent that it may wish,  jointly with all
          other indemnifying  parties similarly notified,  to assume the defense
          thereof  with  counsel  reasonably  satisfactory  to such  indemnified
          party.

     v)   If the  defendants  in any such action  include  both the  indemnified
          party and the indemnifying  party and the indemnified party shall have
          reasonably  concluded  that  there  may  be  a  conflict  between  the
          positions  of the  indemnifying  party  and the  indemnified  party in
          conducting  the  defense of any such action or that there may be legal
          defenses  available to it and/or other  indemnified  parties which are
          different  from or additional to those  available to the  indemnifying
          party, the indemnified party or parties shall have the right to select
          separate  counsel  to assume  such  legal  defenses  and to  otherwise
          participate   in  the  defense  of  such  action  on  behalf  of  such
          indemnified party or parties.

     vi)  Upon receipt of notice from the indemnifying party to such indemnified
          party of its  election  so to assume the  defense  of such  action and
          approval by the indemnified party of counsel,  the indemnifying  party
          will not be liable to such  indemnified  party under this  Section for
          any legal or other expenses  subsequently incurred by such indemnified
          party in connection  with the defense  thereof unless the  indemnified
          party  shall  have  employed  such  counsel  in  connection  with  the
          assumption  of legal  defenses in  accordance  with the proviso to the
          next  preceding  sentence  (it  being  understood,  however,  that the
          indemnifying  party shall not be liable for the  expenses of more than
          one separate  counsel,  approved by the Underwriters  representing the
          indemnified   parties  who  are   parties  to  such   action)  or  the
          indemnifying   party  shall  not  have  employed  counsel   reasonably
          satisfactory  to the  indemnified  party to represent the  indemnified
          party within a reasonable  time after  notice of  commencement  of the
          action,  in each of which cases the fees and expenses of counsel shall
          be at the expense of the indemnifying party.

     vii) If the indemnification provided for in this Section is required by its
          terms but is for any reason  held to be  unavailable  to or  otherwise
          insufficient  to hold harmless an indemnified  party in respect of any
          losses, claims,  damages,  liabilities or expenses referred to herein,
          then each applicable indemnifying party shall contribute to the amount
          paid or payable by such  indemnified  party as a result of any losses,
          claims, damages, liabilities or expenses referred to herein either:

                                  Page 18 of 24


<PAGE>


          a)   In such  proportion  as is  appropriate  to reflect the  relative
               benefits  received by the Company and the  Underwriters  from the
               offering of the Common Shares or

          b)   If the  allocation  provided above is not permitted by applicable
               law, in such proportion as is appropriate to reflect not only the
               relative  benefits  referred to above but also the relative fault
               of the  Company  and the  Underwriters  in  connection  with  the
               statements or omissions or  inaccuracies  in the  representations
               and  warranties  herein which  resulted in such  losses,  claims,
               damages,  liabilities or expenses,  as well as any other relevant
               equitable   considerations.   The  respective  relative  benefits
               received by the Company and the  Underwriters  shall be deemed to
               be in the  same  proportion,  in the case of the  Company  as the
               total price paid to the Company for the Common  Shares sold by it
               to the  Underwriters  and in the case of the  Underwriters as the
               underwriting  commissions  received by them bears to the total of
               such  amounts   received  by  the  Underwriters  as  underwriting
               commissions.

          c)   The relative fault of the Company and the  Underwriters  shall be
               determined  by  reference  to,  among other  things,  whether the
               untrue or alleged  untrue  statement  of a  material  fact or the
               omission  or alleged  omission  to state a  material  fact or the
               inaccurate  or  the  alleged  inaccurate   representation  and/or
               warranty  relates to  information  supplied by the Company or the
               Underwriters and the parties' relative intent, knowledge,  access
               to  information  and  opportunity  to  correct  or  prevent  such
               statement or omission. The amount paid or payable by a party as a
               result of the losses, claims,  damages,  liabilities and expenses
               referred  to above  shall be deemed to include any legal or other
               fees or expenses  reasonably incurred by such party in connection
               with investigating or defending any action or claim.

    viii) The  provisions  set forth in this  Section  with respect to notice of
          commencement of any action shall apply if a claim for  contribution is
          to be made under this Section  provided,  however,  that no additional
          notice  shall be required  with respect to any action for which notice
          has been given under this Section for purposes of indemnification. The
          Company  and the  Underwriters  agree  that it  would  not be just and
          equitable if  contribution  pursuant to this  Section were  determined
          solely by pro rata allocation (even if the  Underwriters  were treated
          as one entity for such  purpose) or by any other method of  allocation
          which does not take account of the equitable  considerations  referred
          to  in  the  immediately  preceding  paragraph.   Notwithstanding  the
          provisions  of this  Section  no  Underwriter  shall  be  required  to
          contribute   any   amount  in  excess  of  the  amount  of  the  total
          underwriting  commissions  received by such  Underwriter in connection
          with the  Common  Shares  underwritten  by it.  No  person  guilty  of
          fraudulent  misrepresentation  (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who was not
          guilty  of  such  fraudulent   misrepresentation.   The  Underwriters'
          obligations  to  contribute  pursuant  to this  Section are several in
          proportion to their respective underwriting commitments and not joint.

     ix)  It is agreed that any controversy arising out of the operation of this
          Section, including the amounts of any requested reimbursement payments

                                  Page 19 of 24


<PAGE>


          and the  method of  determining  such  amounts,  shall be  settled  by
          arbitration  conducted under the Code of Arbitration  Procedure of the
          NASD.

     11.  DEFAULT OF UNDERWRITERS

     i)   It shall be a condition to this  Agreement  and the  obligation of the
          Company to sell and deliver the Common Shares  hereunder,  and of each
          Underwriter  to purchase the Common  Shares in the manner as described
          herein,  that, except as hereinafter in this paragraph provided,  each
          of the  Underwriters  shall purchase and pay for all the Common Shares
          agreed to be purchased by such  Underwriter  hereunder  upon tender to
          the  Underwriters  of all such  shares  in  accordance  with the terms
          hereof.

     ii)  If any  Underwriter or  Underwriters  default in their  obligations to
          purchase Common Shares hereunder on either the First or Second Closing
          Date and the aggregate  number of Common Shares which such  defaulting
          Underwriter  or  Underwriters  agreed but failed to  purchase  on such
          Closing Date does not exceed 10% of the total number of Common  Shares
          which the Underwriters are obligated to purchase on such Closing Date,
          the  non-defaulting  Underwriters shall have the option, in proportion
          to their  respective  commitments  hereunder,  to purchase  the Common
          Shares  which  such  defaulting  Underwriters  agreed  but  failed  to
          purchase on such Closing Date. All such shares not so purchased  shall
          be purchased by Panther Capital.

     iii) If any Underwriter or Underwriters so default and the aggregate number
          of Common  Shares with  respect to which such  default  occurs is more
          than the above percentage then Panther Capital shall purchase all such
          shares  which are the  subject of such  default but may offer all or a
          portion of such shares to the non-defaulting  Underwriters at the sole
          discretion of Panther Capital.

     iv)  Nothing  herein will relieve a defaulting  Underwriter  from liability
          for its default.

     12.  EFFECTIVE DATE

This Agreement shall become  effective  immediately when upon the signing of the
Agreement by the respective parties to the Agreement.

     13.  TERMINATION

Without  limiting the right to terminate  this  Agreement  pursuant to any other
provision hereof:

     i)   This  Agreement  may be terminated by the Company by notice to Panther
          Capital  or by Panther  Capital  by notice to the  Company at any time
          prior

                                  Page 20 of 24


<PAGE>


          to the  time  this  Agreement  shall  become  effective  as to all its
          provisions, and any such termination shall be without liability on the
          part of the Company to any  Underwriter  or of any  Underwriter to the
          Company.

     ii)  This Agreement may also be terminated by Panther  Capital prior to the
          First Closing Date by notice to the Company if:

          a)   Additional material governmental  restrictions,  not in force and
               effect on the date  hereof,  shall have been imposed upon trading
               in securities  generally or minimum or maximum  prices shall have
               been  generally  established on the New York Stock Exchange or on
               the American  Stock Exchange or in the over the counter market by
               the NASD,  or trading  in  securities  generally  shall have been
               suspended  on either  such  Exchange  or in the over the  counter
               market by the NASD, or a general  banking  moratorium  shall have
               been established by federal, or New York authorities;

          b)   An  outbreak   of  major   hostilities   or  other   national  or
               international  calamity or any  substantial  change in political,
               financial  or economic  conditions  shall have  occurred or shall
               have  accelerated  or  escalated  to such an  extent,  as, in the
               judgment   of  the   Underwriters,   to  affect   adversely   the
               marketability of the Common Shares;

          c)   Any adverse  event shall have occurred or shall exist which makes
               untrue or  incorrect  in any  material  respect any  statement or
               information contained in the Registration Statement or Prospectus
               or  which  is not  reflected  in the  Registration  Statement  or
               Prospectus  but should be reflected  therein in order to make the
               statements or information contained therein not misleading in any
               material respect;

          d)   There  shall  be  any  action,  suit  or  proceeding  pending  or
               threatened,   or  there  shall  have  been  any   development  or
               prospective  development  involving  particularly the business or
               properties  or  securities  of the  Company  or the  transactions
               contemplated by this Agreement, which, in the reasonable judgment
               of the  Underwriters,  may  materially  and adversely  affect the
               Company's  business or  earnings  and makes it  impracticable  or
               inadvisable to offer or sell the Common Shares.  Any  termination
               pursuant to this  subsection  shall be without  liability  on the
               part of any  Underwriter  to the  Company  or on the  part of the
               Company to any Underwriter.

     14.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY

The respective indemnities,  agreements,  representations,  warranties and other
statements of the Company,  of its officers and of the several  Underwriters set
forth in or made  pursuant  to this  Agreement  will  remain  in full  force and
effect,  regardless of any investigation made by or on behalf of any Underwriter
or the Company or any of its or their  partners,  officers or  directors  or any
controlling person, as the case may be, and will survive delivery of and payment
for the Common Shares sold hereunder and any termination of this Agreement.


                                  Page 21 of 24

<PAGE>


     15.  NOTICES

All communications  hereunder shall be in writing and shall be mailed, delivered
or  couriered  and  confirmed to the  addresses  for the parties set out in this
Agreement.

     16.  SUCCESSORS

This  Agreement  will inure to the  benefit of and be binding  upon the  parties
hereto and to the benefit of the officers and directors and controlling  persons
of  the  Company,  and  in  each  case  their  respective  successors,  personal
Underwriters and assigns,  and no other person will have any right or obligation
hereunder.  No assignment shall relieve any party of its obligations  hereunder.
The term  "successors"  shall not include any  purchaser of the Common Shares as
such from any of the Underwriters merely by reason of such purchase.

     17.  PARTIAL UNENFORCEABILITY

The  invalidity or  unenforceability  of any Section,  paragraph or provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
Section,  paragraph or provision hereof. If any Section,  paragraph or provision
of this Agreement is for any reason  determined to be invalid or  unenforceable,
there  shall be deemed  to be made  such  minor  changes  (and  only such  minor
changes) as are necessary to make it valid and enforceable.

     18.  APPLICABLE LAW

This  Agreement  shall be  governed  by and  construed  in  accordance  with the
internal laws (and not the laws pertaining to conflicts of laws) of the State of
New York.

     19.  GENERAL

     i)   This Agreement constitutes the entire agreement of the parties to this
          Agreement   and   supersedes   all  prior  written  or  oral  and  all
          contemporaneous oral agreements,  understandings and negotiations with
          respect to the subject matter  hereof.  This Agreement may be executed
          in several counterparts,  each one of which shall be an original,  and
          all of which shall constitute one and the same document.


                                  Page 22 of 24

<PAGE>


     ii)  In this Agreement, the masculine,  feminine and neuter genders and the
          singular and the plural include one another.  The section  headings in
          this  Agreement are for the  convenience  of the parties only and will
          not affect the construction or interpretation of this Agreement.  This
          Agreement  may be  amended or  modified,  and only a letter in writing
          signed by the Company, and Panther Capital may waive the observance of
          any term of this Agreement.




Signed for and on behalf of INTERNET HOLDINGS, INC.


By: /s/ Stefan Allesch-Taylor
   -----------------------------

Title: President and Chief Executive Officer




Signed for and on behalf of PANTHER CAPITAL LTD


By: [Authorized Signatory}


Title:


Witnessed


By:


Title:


                                  Page 23 of 24

<PAGE>



                                   SCHEDULE A
                                   ----------


Name of Underwriter                 Number of Firm Common Shares to be Purchased