Exhibit 1.1



                                1,345,000 Shares

                                  Common Stock

                               ($0.001 par value)

                             UNDERWRITING AGREEMENT

                                                                February 4, 2002

UBS Warburg LLC
Morgan Keegan & Co., Inc.,
   as Underwriters
c/o UBS Warburg LLC
677 Washington Blvd.
Stamford, Connecticut 06901



Ladies and Gentlemen:

          Aphton Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell to the underwriters named in Schedule A annexed hereto (each,
an "Underwriter" and collectively, the "Underwriters"), from time to time in the
manner described below, an aggregate of 1,345,000 shares of common stock, $0.001
par value (the "Common Stock"), of the Company. Such shares are hereinafter
collectively referred to as the "Shares." The Shares are described in the
Prospectus referred to below.

          The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively called the "Act"), with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (File No. 333-72964)
including a prospectus, relating to the Shares and the offering thereof from
time to time in accordance with Rule 415 under the Act, and the Company has
filed such post-effective amendments thereto as may be required prior to any
sale by the Company of Shares, which incorporates by reference documents which
the Company has filed in accordance with the provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder
(collectively called the "1934 Act"). Such registration statement (as so
amended, if applicable) has been declared effective by the Commission and is
referred to herein as the "Registration Statement." The final prospectus and all
applicable amendments or supplements thereto (including any pricing supplements
or prospectus supplements relating to the sale of Shares from time to time), in
the form first furnished to the Underwriters, are collectively referred to
herein as the "Prospectus." All references to the "Registration Statement" and
the "Prospectus" also shall be deemed to include all documents incorporated
therein by reference pursuant to the 1934 Act; provided, that if the Company
files a registration statement with the Commission pursuant to Rule 462(b) under
the Act (the "Rule 462(b) Registration Statement"), then, after such filing, all
references to the "Registration Statement" also shall be deemed to include the
Rule 462(b) Registration Statement. A "preliminary prospectus" shall be deemed
to


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refer to any prospectus used before the Registration Statement became effective
and any prospectus furnished by the Company after the Registration Statement
became effective which omitted information to be included in a form of
prospectus filed with the Commission pursuant to Rule 424(b) under the Act. For
purposes of this Agreement, all references to the Registration Statement,
Prospectus or preliminary prospectus or to any amendment or supplement thereto
shall be deemed to include any copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

     The Company and the Underwriters agree as follows:

          1. Sale and Purchase. Upon the basis of the warranties and
representations and subject to the terms and conditions herein set forth, the
Company agrees to sell to the respective Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company the
aggregate number of Shares set forth opposite the name of such Underwriter in
Schedule A attached hereto in each case at a purchase price of $11.938 per
Share. The Company is advised by you that the Underwriters intend (i) to make a
public offering of their respective portions of the Shares as soon after the
effective date of the Registration Statement as in your judgment is advisable
and (ii) initially to offer the Shares upon the terms set forth in the
Prospectus.

          2. Payment and Delivery. Payment of the purchase price for the Shares
shall be made to the Company by Federal Funds wire transfer against delivery of
the certificates for the Shares to you through the facilities of the Depository
Trust Company (DTC) for the respective accounts of the Underwriters. Such
payment and delivery shall be made at 10:00 A.M., New York City time, on
February 7, 2002 (unless another time shall be agreed to by you and the Company
or unless postponed in accordance with the provisions of Section 8 hereof). The
time at which such payment and delivery are actually made is hereinafter
sometimes called the time of purchase. Certificates for the Shares shall be
delivered to you in definitive form in such names and in such denominations as
you shall specify on the second business day preceding the time of purchase. For
the purpose of expediting the checking of the certificates for the Shares by
you, the Company agrees to make such certificates available to you for such
purpose at least one full business day preceding the time of purchase.

          3. Representations and Warranties of the Company. The Company
represents and warrants to the Underwriters on and as of (i) the date of this
Agreement and (ii) the time of purchase that:

             (a) the Company meets the requirements for use of Form S-3 under
the Act; the Registration Statement (including any Rule 462(b) Registration
Statement) has become effective under the Act and no stop order suspending the
effectiveness Registration Statement (including any Rule 462(b) Registration
Statement) has been issued under the Act and no proceedings for that purpose
have been instituted or are pending or, to the knowledge of the Company, are
contemplated by the Commission, and any request on the part of the Commission
for additional information has been complied with; the Registration Statement
(including any Rule 462(b) Registration Statement) and any amendments thereto
(including the filing of the Company's most recent Annual Report on Form 10-K
with the Commission (the "Annual Report on Form 10-K")) comply in all material
respects with the requirements of the


                                      -2-

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Act and do not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; each preliminary prospectus and prospectus filed as part
of the Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in
all material respects with the Act; each preliminary prospectus and the
Prospectus delivered to the Underwriters for use in connection with the offering
of Shares are identical to any electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T; and neither the Prospectus nor any amendment or supplement
thereto includes an untrue statement of a material fact 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; provided, however,
that the representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or the Prospectus
made in reliance upon and in conformity with information furnished to the
Company in writing by the Underwriters expressly for use in the Registration
Statement or the Prospectus;

             (b) the documents incorporated or deemed to be incorporated by
reference in the Prospectus, 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, when read together with the other information
in the Prospectus, at the date of the Prospectus, the date of this Agreement and
the time of purchase, did not and 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;

             (c) as of the date of this Agreement the Company has, and at the
time of purchase will have, an authorized capitalization as set forth in the
Registration Statement and the Prospectus; all of the issued and outstanding
shares of capital stock of the Company, including the Common Stock, have been
duly and validly authorized and issued and are fully paid and non-assessable,
have been issued in compliance with all applicable laws (including, but not
limited to, federal and state securities laws) and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right;

             (d) except as disclosed in the Registration Statement, each of the
Company and each subsidiary of the Company set forth on Schedule B hereto (each
a "Subsidiary" and, collectively, the "Subsidiaries") has been duly incorporated
and is validly existing as a corporation and is in good standing under the laws
of its respective jurisdiction of incorporation with all requisite corporate
power and authority to own, lease and operate its respective properties and to
conduct its respective business as conducted and as proposed to be conducted as
described in the Registration Statement and Prospectus;

             (e) each of the Company and the Subsidiaries is duly qualified or
registered to do business as a foreign corporation in good standing in each
jurisdiction in which it conducts its respective business as conducted, and as
proposed to be conducted as described in the Registration Statement and
Prospectus, where the ownership or leasing of its properties or the conduct of
its business requires such qualification, except where the failure to so
qualify, individually or in the aggregate, would not have a material adverse
effect on the business,


                                      -3-

<PAGE>

prospects, properties, financial condition or results of operation of the
Company and the Subsidiaries, taken as a whole (a "Material Adverse Effect");

             (f) the Company has no significant subsidiaries (as defined in Rule
1-02 of Regulation S-X under the Act) other than the Subsidiaries; other than
the Subsidiaries the Company does not own, directly or indirectly, any shares of
stock or any other equity or long-term debt securities of any corporation or
have any equity interest in any firm, partnership, joint venture, association or
other entity;

             (g) complete and correct copies of the certificates of
incorporation and of the bylaws of the Company and the Subsidiaries and all
amendments thereto have been delivered to you or included in the Registration
Statement, and except as set forth in the Registration Statement no changes
therein will be made during the term of this agreement;

             (h) except as disclosed in the Registration Statement, all of the
outstanding shares of capital stock of each of the Subsidiaries have been duly
authorized and validly issued, are fully paid and non-assessable and (except as
otherwise described in this Section 3(h)) are owned by the Company subject to no
security interest, other encumbrance or adverse claims; no options, warrants or
other rights to purchase, agreements or other obligations to issue or other
rights to convert any obligation into shares of capital stock or ownership
interests in the Subsidiaries are outstanding;

             (i) except as disclosed in the Registration Statement, the Company
and each of the Subsidiaries are in compliance in all material respects with all
applicable laws, orders, rules, regulations, directives, decrees and judgments;

             (j) except as disclosed in the Registration Statement, neither the
Company nor any of the Subsidiaries is in breach of, or in default (nor has any
event occurred which with notice, lapse of time, or both would result in any
breach of, or constitute a default under), under (a) its respective certificate
of incorporation, charter or by-laws or (b) in the performance or observance of
any obligation, agreement, covenant or condition contained in any license,
indenture, mortgage, deed of trust, bank loan or credit agreement or other
evidence of indebtedness, or any lease, contract or other agreement or
instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or any of their properties is bound, except in the case of
clause (b), for such breaches or defaults as would not reasonably be expected to
have a Material Adverse Effect;

             (k) the execution, delivery and performance of this Agreement, the
issuance and sale of the Shares and the consummation of the transactions
contemplated hereby will not conflict with, or result in any breach of or
constitute a default under (nor constitute any event which with notice, lapse of
time, or both would result in any breach of, or constitute a default under) (i)
any provision of the articles of incorporation, charter or by-laws of the
Company or any of the Subsidiaries, or (ii) any provision of any license,
indenture, mortgage, deed of trust, bank loan or credit agreement or other
evidence of indebtedness, or any lease, contract or other agreement or
instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or their respective properties may be bound or affected, or
(iii) any federal, state, local or foreign law, regulation or rule or any
decree, judgment or order


                                      -4-

<PAGE>

applicable to the Company or any of the Subsidiaries, except in the case of
clause (ii) for such conflicts, breaches, or defaults, individually or in the
aggregate, as would not reasonably be expected to have a Material Adverse
Effect;

             (l) the Company has full legal right, power and authority to enter
into and perform this Agreement and to consummate the transactions contemplated
herein; this Agreement has been duly authorized, executed and delivered by the
Company and is a legal, valid and binding agreement of the Company enforceable
in accordance with its terms, except (i) as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, or (ii) as any rights to indemnity or contribution hereunder
may be limited by federal and state securities laws and public policy
considerations;

             (m) the capital stock of the Company, including the Shares,
conforms in all material respects to the description thereof contained in the
Registration Statement and Prospectus, and the certificates for the Shares (to
the extent such Shares are certificated) are in due and proper form;

             (n) the issuance and sale of the Shares to the Underwriters
hereunder have been duly authorized by the Company; when issued and delivered
against payment therefor as provided in this Agreement, the Shares will be
validly issued, fully paid and non-assessable and the issuance of the Shares
will not be subject to any preemptive or similar rights; except as disclosed in
the Registration Statement and as to which the Company has obtained a waiver in
connection with this offering, no person or entity holds a right to require or
participate in the registration under the Act of the Shares pursuant to the
Registration Statement; no person or entity has a right of participation or
first refusal with respect to the sale of the Shares by the Company;

             (o) except as disclosed in the Registration Statement and as to
which the Company has obtained a waiver in connection with this offering, there
are no contracts, agreements or understandings between the Company or its
Subsidiaries and any person or entity granting such person or entity the right,
contractual or otherwise, to cause the Company to issue to it, or register
pursuant to the Act, any securities or shares of capital stock of the Company
upon the issue and sale of the Shares to the Underwriters hereunder, or to
require the Company to include such securities with the Shares registered
pursuant to the Registration Statement, nor does any person have preemptive
rights, co-sale rights, rights of first refusal or other rights to purchase any
of the Shares other than those that have been expressly waived before the date
hereof;

             (p) the form of certificates evidencing the Shares (to the extent
such Shares are certificated) complies with all applicable legal requirements
and, in all material respects, with all applicable requirements of the charter
and bylaws of the Company and the requirements of the NASD;

             (q) no approval, authorization, consent or order of or filing with
any federal, state or local governmental or regulatory commission, board, body,
authority or agency is required in connection with (i) the execution, delivery
and performance by the Company of this Agreement and the consummation of the
transactions contemplated hereby or (ii) the sale


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and delivery of the Shares, other than (x) such as have been obtained, or will
have been obtained at the time of purchase under the Act or the 1934 Act, (y)
such approvals as have been obtained in connection with the approval of the
listing of the Shares on the Nasdaq National Market System and (z) any necessary
qualification under the securities or blue sky laws of the various jurisdictions
in which the Shares are being offered by the Underwriters;

             (r) Ernst & Young LLP, whose report on the consolidated financial
statements of the Company and the Subsidiaries is filed with the Commission as
part of the Registration Statement and Prospectus, are and were during the
periods covered by their reports independent public accountants as required by
the Act;

             (s) each of the Company and the Subsidiaries has all necessary
licenses, authorizations, consents and approvals and has made all necessary
filings required under any federal, state, local or foreign law, regulation or
rule, and has obtained all necessary authorizations, consents and approvals from
other persons, in order to conduct its respective business, unless the failure
to possess such licenses, authorizations, consents and other governmental or
regulatory authorizations and approvals, individually or in the aggregate, could
not reasonably be expected to have Material Adverse Effect; neither the Company
nor any of the Subsidiaries is in violation of, in default under or has received
any notice regarding a possible violation, default or revocation of any such
license, authorization, consent or approval or any federal, state, local or
foreign law, regulation or rule or any decree, order or judgment applicable to
the Company or any of the Subsidiaries the effect of which could reasonably be
expected to have a Material Adverse Effect;

             (t) the Prospectus in paper format delivered to the Underwriters
for use in connection with this offering will be identical in all material
respects to the version of the Prospectus created to be transmitted to the
Commission for filing via EDGAR, except to the extent permitted by Regulation
S-T;

             (u) all legal or governmental proceedings, contracts, leases or
documents of a character required to be described in the Registration Statement
or the Prospectus or to be filed as an exhibit to the Registration Statement
have been so described or filed as required;

             (v) except as disclosed in the Registration Statement, there are no
legal or governmental proceedings pending or threatened to which the Company or
any of the Subsidiaries or any of their respective officers is a party or of
which any of their respective properties is subject at law or in equity, or
before or by any federal, state, local or foreign governmental or regulatory
commission, which, if determined adversely to the Company or any of its
Subsidiaries, could result in a judgment, decree or order which could reasonably
be expected to have a Material Adverse Effect or prevent consummation of the
transactions contemplated hereby;

             (w) the consolidated financial statements of the Company and the
Subsidiaries included in the Registration Statement and the Prospectus present
fairly in all material respects the consolidated financial position of the
Company and the Subsidiaries as of the dates indicated and the consolidated
results of operations and cash flows of the Company and


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the Subsidiaries for the periods specified; such financial statements have been
prepared in conformity with generally accepted accounting principles as applied
in the United States and on a consistent basis during the periods involved and
in accordance with Regulation S-X promulgated by the Commission; the financial
statement schedules included or incorporated by reference in the Registration
Statement and the Prospectus fairly present in all material respects the
information required to be shown therein; no other financial statements or
schedules are required by Form S-3 or otherwise to be included in the
Registration Statement or Prospectus; any pro forma financial statements and
other pro forma financial information included in the Registration Statement and
the Prospectus present fairly the information shown therein, have been prepared
in accordance with the Commission's rules and guidelines for pro forma financial
statements, have been properly compiled on the pro forma bases set forth therein
and, in the opinion of the Company, the assumptions used in the preparation
thereof are reasonable and the adjustments used therein are appropriate to
reflect the transaction or circumstances referred to therein;

             (x) subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not been (i)
any material adverse change, or any development involving a prospective material
adverse change, in the business, prospects, properties or assets described or
referred to in the Registration Statement, or the results of operations,
condition (financial or otherwise), business or operations of the Company and
the Subsidiaries, whether or not arising in the ordinary course of business, or
(ii) any transaction which is material to the Company or the Subsidiaries,
planned or entered into by the Company or any of the Subsidiaries, or (iii) any
obligation, direct or contingent, which is material to the Company and the
Subsidiaries, incurred by the Company or the Subsidiaries, except obligations
incurred in the ordinary course of business, or (iv) any change in the capital
stock or outstanding indebtedness of the Company or the Subsidiaries, or (v) any
dividend or distribution of any kind declared, paid or made on the capital stock
of the Company. Neither the Company nor the Subsidiaries has any material
contingent obligation which is not disclosed in the Registration Statement;

             (y) the Company has filed in a timely manner all reports required
to be filed pursuant to Sections 13, 14, 15(d) of the 1934 Act during the
preceding twelve calendar months and if during such period the Company has
relied on Rule 12b-25(b) under the 1934 Act ("Rule 12b-25(b)") with respect to a
report or a portion of a report, that report or portion of a report has actually
been filed within the time period prescribed by Rule 12b-25(b);

             (z) the Company is not and, after giving effect to the offering and
sale of the Shares, will not be an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

             (aa) except as disclosed in the Prospectus, there are no
outstanding (i) securities or obligations of the Company or any of its
Subsidiaries convertible into or exchangeable for any capital stock of the
Company or any such Subsidiary, or (ii) warrants, rights or options to subscribe
for or purchase from the Company or any such Subsidiary any such capital stock
or any such convertible or exchangeable securities or obligations, or (iii)
obligations


                                      -7-

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of the Company or any such Subsidiary to issue any shares of capital stock, any
such convertible or exchangeable securities or obligation, or any such warrants,
rights or options;

             (bb) each of the Company, the Subsidiaries, and each of their
respective officers, directors and controlling persons has not taken, and will
not take, directly or indirectly, any action which is designed to or which has
constituted or which might reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares;

             (cc) the Company (i) is not required to register as a "broker" or
"dealer" in accordance with the provisions of the 1934 Act or the rules and
regulations thereunder, and (ii) directly, or indirectly through one or more
intermediaries, does not control any member firm of the NASD;

             (dd) the Company has not relied upon the Underwriters or legal
counsel for the Underwriters for any legal, tax or accounting advice in
connection with the offering and sale of the Shares;

             (ee) any certificate signed by any officer of the Company or any
Subsidiary delivered to the Underwriters or to counsel for the Underwriters
pursuant to or in connection with this Agreement shall be deemed a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby;

             (ff) to the Company's knowledge, all agreements between the Company
or any of the Subsidiaries and third parties expressly referenced in the
Prospectus are legal, valid and binding obligations of the Company or one or
more of the Subsidiaries, enforceable in accordance with their respective terms,
except to the extent enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by general principles of equity;

             (gg) no relationship, direct or indirect, exists between or among
the Company or any of the Subsidiaries, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of the
Subsidiaries, on the other hand, which is required by the Act to be described in
the Registration Statement and the Prospectus that is not so described;

             (hh) with such exceptions as could not reasonably be expected to
have a Material Adverse Effect on the Company and the Subsidiaries, taken as a
whole, the Company and the Subsidiaries have good and marketable title in fee
simple to all real property, if any, and good title to all personal property
owned by them, in each case free and clear of all liens, security interests,
pledges, charges, encumbrances, mortgages and defects, except such as are
disclosed in the Prospectus or such as do not materially and adversely affect
the value of such property and do not interfere with the use made or proposed to
be made of such property by the Company and the Subsidiaries; and any real
property and buildings held under lease by the Company or any Subsidiary are
held under valid, existing and enforceable leases, with such exceptions as are
disclosed in the Prospectus or are not material and do not interfere with the
use made or proposed to be made of such property and buildings by the Company or
such Subsidiary;


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             (ii) the Company and the Subsidiaries have ownership or license or
legal right to use all material patent, copyright, trade secret and trademark
rights known by it to be necessary to the conduct of the business of the Company
and the Subsidiaries as now conducted (collectively, "Intellectual Property")
other than Intellectual Property generally available on commercial terms from
other sources;

             (jj) all material licenses or other material agreements under which
(i) the Company and the Subsidiaries are granted rights in Intellectual
Property, other than Intellectual Property generally available on commercial
terms from other sources, and (ii) the Company or any Subsidiary has granted
rights to others in Intellectual Property owned or licensed by the Company or
the Subsidiaries, are in full force and effect and there is no material default
by the Company or any Subsidiary or, to the Company's knowledge, any other party
thereto;

             (kk) each of the Company and the Subsidiaries have taken all
reasonable steps required in accordance with sound business practice and
business judgment to establish and preserve its ownership of all material
copyright, trade secret and other proprietary rights with respect to its
products and technology;

             (ll) to the Company's knowledge, after due inquiry, the present
business, activities and products of the Company and the Subsidiaries do not
infringe any Intellectual Property of any other person, except where such
infringement would not, individually or in the aggregate, have a Material
Adverse Effect on the Company. Except as described in documents filed with the
Commission, to the Company's knowledge, no proceeding charging the Company or
any Subsidiary with infringement of any adversely held Intellectual Property has
been filed; the Company and the Subsidiaries are not making unauthorized use of
any confidential information or trade secrets obtained by the Company or its
Subsidiaries from any other person; the activities of each of the Company or the
Subsidiaries or any of its employees on behalf of the Company or any Subsidiary
do not violate any agreements or arrangements known to the Company or any
Subsidiary which any such employees have with other persons, if any;

             (mm) the Company and each of its Subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles as applied in the United States and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences;

             (nn) each of the Company and the Subsidiaries have filed on a
timely basis all material federal, state, local and foreign income and franchise
tax returns required to be filed through the date hereof and have paid all taxes
shown as due thereon; and no tax deficiency has been asserted against any such
entity, nor does any such entity know of any tax deficiency which is likely to
be asserted against any such entity which if, determined adversely to any such


                                      -9-

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entity, could have a Material Adverse Effect; all tax liabilities are adequately
provided for on the respective books of such entities;

             (oo) neither the Company nor any of the Subsidiaries nor, to the
best of the Company's knowledge, any agent, officer or director purporting to
act on behalf of the Company or any of the Subsidiaries has at any time; (i)
made any contributions to any candidate for political office, or failed to
disclose fully any such contributions, in violation of law, or (ii) made any
payment to any state, federal or foreign governmental officer or official, or
other person charged with similar public or quasi-public duties, other than
payments required or allowed by applicable law, or (iii) received or retained
any funds in violation of law or of a character required to be disclosed in the
Prospectus;

             (pp) in connection with this offering, the Company has not offered
and will not offer shares of its Common Stock or any other securities
convertible into or exchangeable or exercisable for shares of Common Stock in a
manner in violation of the Act; the Company has not distributed and will not
distribute any offering material in connection with the offer and sale of the
Shares, other than the Prospectus, Registration Statement and other materials
permitted by the Act; and

             (qq) the Company has not incurred any liability for any finder's
fees or similar payments in connection with the transactions herein
contemplated.

          4. Certain Covenants of the Company. The Company hereby agrees:

             (a) before amending or supplementing the Registration Statement or
the Prospectus, or, during any period of time in which a Prospectus relating to
the Shares is required to be delivered under the Act, to furnish to the
Underwriters a copy of each such proposed amendment or supplement before filing
any such amendment or supplement with the Commission;

             (b) to make no post-effective amendment or supplement to the
Registration Statement or the Prospectus which shall have been disapproved by
the Underwriters by notice in writing to the Company after notice thereof and
reasonable opportunity to review and comment thereon;

             (c) to prepare a Prospectus Supplement with respect to any Shares
sold by the Company pursuant to this Agreement, in a form previously approved by
the Underwriters, and to file such Prospectus Supplement pursuant to Rule 424(b)
under the Act not later than 5:00 p.m. on the second business day after the
signing of this Agreement, and to provide copies of such Prospectus Supplement
to the Underwriters via e-mail in ".pdf" format on such filing date to an e-mail
account designated by the Underwriters;

             (d) to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act for so long as
the delivery of a Prospectus is required in connection with the offering or sale
of the Shares, and during such same period to advise the Underwriters, promptly
after the Company receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or has become effective or any


                                      -10-

<PAGE>

supplement to the Prospectus or any amended Prospectus has been filed with the
Commission, or the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating to the Shares, or
the suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amendment or
supplementation of the Registration Statement or Prospectus or for additional
information; and

             (e) in the event of the issuance of any such stop order or of any
such order preventing or suspending the use of any such prospectus or suspending
any such qualification, to use promptly its reasonable best efforts to obtain
its withdrawal;

             (f) to furnish such information as may be required and otherwise to
cooperate in qualifying the Shares for offering and sale under the securities or
blue sky laws of such states as you may reasonably designate and to maintain
such qualifications in effect so long as required for the distribution of the
Shares; provided that the Company shall not be required to qualify as a foreign
corporation, become a dealer of securities, or become subject to taxation in, or
to consent to the service of process under the laws of any such state (except
service of process with respect to the offering and sale of the Shares); and to
promptly advise you of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Shares for sale in any
jurisdiction or the initiation or threatening in writing of any proceeding for
such purpose;

             (g) to make available to the Underwriters, as soon as practicable
after the Registration Statement becomes effective, and thereafter from time to
time to furnish to the Underwriters, as many copies of the Prospectus (or of the
Prospectus as amended or supplemented if the Company shall have made any
amendments or supplements thereto after the effective date of the Registration
Statement) as the Underwriters may reasonably request for the purposes
contemplated by the Act; and for so long as this Agreement is in effect, or in
any case if any Underwriter is required to deliver a prospectus within the
nine-month period referred to in Section 10(a)(3) of the Act in connection with
the sale of the Shares, the Company will prepare and file promptly such
amendment or amendments to the Registration Statement and the Prospectus as may
be necessary to comply with the requirements of Section 10(a)(3) of the Act;

             (h) to advise you promptly and (if requested by you) to confirm
such advice in writing (i) when any post-effective amendment to the Registration
Statement has become effective and (ii) if Rule 430A under the Act is used, when
the Prospectus is filed with the Commission pursuant to Rule 424(b) under the
Act (which the Company agrees to file in a timely manner under such Rules);

             (i) to furnish to you for a period of three years from the date of
this Agreement (i) copies of any reports or other communications which the
Company shall send to its stockholders or shall from time to time publish or
publicly disseminate, (ii) copies of all annual, quarterly and current reports
filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar
form as may be designated by the Commission, and (iii) copies of documents or
reports filed with any national securities exchange on which any class of
securities of the Company is listed, and to furnish to you from time to time
during the term of this Agreement such other information as you may reasonably
request regarding the Company or the


                                      -11-

<PAGE>

Subsidiaries, in each case as soon as such reports, communications, documents or
information becomes available;

             (j) if at any time, beginning on the date of this Agreement and
continuing for so long as a Prospectus relating to the Shares is required to be
delivered under the Act, any event shall occur or condition exist as a result of
which it is necessary, in the reasonable opinion of counsel for the Underwriters
or counsel for the Company, to further amend or supplement the Prospectus in
order that the Prospectus will not include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein not misleading in light of the circumstances existing at the
time the Prospectus is delivered to a purchaser, or if it shall be necessary, in
the reasonable opinion of either such counsel, to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the Act, immediate notice shall be given, and confirmed in
writing, to the Underwriters to cease sales of any Shares the Underwriters, and
the Company will promptly prepare and file with the Commission such amendment or
supplement, whether by filing documents pursuant to the Act, the 1934 Act or
otherwise, as may be necessary to correct such untrue statement or omission or
to make the Registration Statement and Prospectus comply with such requirements;

             (k) to generally make available to its security holders as soon as
practicable, but not later than 90 days after the close of the period covered
thereby, an earnings statement (in form complying with the provisions of Section
11(a) under the Act) covering each twelve-month period beginning, in each case,
not later than the first day of the Company's fiscal quarter next following the
"effective date" (as defined in such Rule 158) of the Registration Statement
with respect to each sale of Shares;

             (l) to furnish to you four signed copies of the Registration
Statement, as initially filed with the Commission, and of all amendments
thereto, including all exhibits thereto and all documents incorporated by
reference therein;

             (m) to furnish to you as early as practicable prior to the time of
purchase a copy of the latest available unaudited interim consolidated financial
statements, if any, of the Company and its Subsidiaries which have been read by
the Company's independent certified public accountants, as stated in their
letter to be furnished pursuant to Section 6(d) hereof;

             (n) to apply the net proceeds from the sale of the Shares in the
manner set forth under the caption "Use of Proceeds" in the Prospectus;

             (o) to pay all costs, expenses, fees and taxes in connection with
(i) the preparation and filing of the Registration Statement, each Preliminary
Prospectus, the Prospectus, and any amendments or supplements thereto, and the
printing and furnishing of copies of each thereof to the Underwriters and to
dealers (including costs of mailing and shipment), (ii) the registration, issue,
sale and delivery of the Shares, (iii) the producing, word processing and/or
printing of this Agreement, any powers of Attorney and any closing documents
(including compilations thereof) and the reproduction and/or printing and
furnishing of copies of each thereof to the Underwriters (including costs of
mailing and shipment), (iv) the


                                      -12-

<PAGE>

qualification of the Shares for offering and sale under state laws and the
determination of their eligibility for investment under state law as aforesaid
(including the legal fees and filing fees and other disbursements of counsel for
the Underwriters) and the printing and furnishing of copies of any blue sky
surveys or legal investment surveys to the Underwriters, (v) the listing of the
Shares on the Nasdaq National Market System (the "Exchange") and any
registration thereof under the 1934 Act, (vi) any filing for review of the
public offering of the Shares by the NASD, including the fees and disbursements
of counsel to the Underwriters in connection therewith, (vii) all other fees and
disbursements of counsel to the Company and counsel to the Underwriters, up to a
maximum of $40,000, and (viii) the performance of the Company's other
obligations hereunder; provided that the Underwriters shall be responsible for
any transfer taxes on resale of Shares by them;

             (p) to furnish to you, before filing with the Commission subsequent
to the effective date of the Registration Statement and during the period
referred to in paragraph (d) above, a copy of any document proposed to be filed
pursuant to Section 13, 14 or 15(d) of the 1934 Act;

             (q) to use its reasonable best efforts to cause the Shares to be
listed on the Exchange; and

             (r) to use its best efforts to satisfy, or cause to be satisfied,
the conditions set forth below in Section 6 on or in respect of the time of
purchase hereunder.

          5. Reimbursement of Underwriters' Expenses. If the Shares are not
delivered for any reason other than the termination of this Agreement pursuant
to the first two paragraphs of Section 8 hereof or the default by one or more of
the Underwriters in its or their respective obligations hereunder, the Company
shall, in addition to paying the amounts described in Section 4(o) hereof,
reimburse the Underwriters for all of their reasonable out-of-pocket expenses,
including the fees and disbursements of their counsel. If this agreement is
terminated pursuant to Section 8 by reason of the default of one or more
Underwriters, the Company shall not be obligated to reimburse any defaulting
Underwriter on account of those expenses.

          6. Conditions of Underwriters' Obligations. The several obligations of
the Underwriters hereunder are subject to the accuracy of the representations
and warranties on the part of the Company on the date hereof and at the time of
purchase, the performance by the Company of its obligations hereunder and to the
following additional conditions precedent:

             (a) The Company shall furnish you at the time of purchase an
officer's certificate signed by two of its executive officers certifying as to
the matters set forth in Exhibit A hereto.

             (b) The Company shall furnish you at the time of purchase an
opinion of White & Case LLP, counsel for the Company, addressed to the
Underwriters and dated the time of purchase, with reproduced copies for each of
the other Underwriters, in the form of Exhibit B hereto, with only such
departures from such form as counsel for the Underwriters shall have approved.


                                      -13-

<PAGE>

             (c) The Company shall furnish you at the time of purchase an
intellectual property opinion of White & Case LLP, addressed to the Underwriters
and dated the time of purchase, with reproduced copies for each of the other
Underwriters, in the form of Exhibit C hereto, with only such departures from
such form as counsel for the Underwriters shall have approved.

             (d) You shall have received from Ernst & Young LLP letters dated,
respectively, the date of this Agreement and the time of purchase, as the case
may be, and addressed to the Underwriters (with reproduced copies for each of
the Underwriters) in the forms heretofore approved by the Underwriters.

             (e) You shall have received at the time of purchase the favorable
opinion of Stroock & Stroock & Lavan LLP as to the matters set forth in Exhibit
D hereto.

             (f) Prior to the time of purchase: (i) no stop order with respect
to the effectiveness of the Registration Statement shall have been issued under
the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the
Registration Statement and all amendments thereto, or modifications thereof, if
any, shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and (iii) the Prospectus and all amendments or
supplements thereto, or modifications thereof, if any, shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they are made, not misleading.

             (g) Between the time of execution of this Agreement and the time of
purchase, (i) no material adverse change, financial or otherwise (other than as
referred to in the Registration Statement and Prospectus at the time of
execution of this Agreement), in the business, condition or prospects of the
Company and its Subsidiaries taken as a whole shall occur or become known and
(ii) no transaction which is material and unfavorable to the Company shall have
been entered into by the Company or any of its Subsidiaries.

             (h) The Company shall have furnished to you such other documents
and certificates as to the accuracy and completeness of any statement in the
Registration Statement and the Prospectus as of the time of purchase as you may
reasonably request.

             (i) The Shares shall have been approved for quotation on Nasdaq,
subject only to notice of issuance at or prior to the time of purchase.

             (j) Between the time of execution of this Agreement and the time of
purchase, there shall not have occurred any downgrading, nor shall any notice or
announcement have been given or made of (i) any intended or potential
downgrading or (ii) any review or possible change that does not indicate an
improvement, in the rating accorded any securities of or guaranteed by the
Company or any Subsidiary by any "nationally recognized statistical rating
organization," as that term is defined in Rule 436(g)(2) under the Act.

          7. Effective Date of Agreement; Termination. This Agreement shall
become effective (i) if Rule 430A under the Act is not used, when you shall have
received notification of


                                      -14-

<PAGE>

the effectiveness of the Registration Statement, or (ii) if Rule 430A under the
Act is used, when the parties hereto have executed and delivered this Agreement.

          The obligations of the several Underwriters hereunder shall be subject
to termination in the absolute discretion of you or any group of Underwriters
(which may include you) which has agreed to purchase in the aggregate at least
50% of the Shares, if, since the time of execution of this Agreement or the
respective dates as of which information is given in the Registration Statement
and Prospectus, (y) there has been any material adverse and unfavorable change,
financial or otherwise (other than as referred to in the Registration Statement
and Prospectus at the time of execution of this Agreement), in the operations,
business, condition or prospects of the Company and its Subsidiaries taken as a
whole, which would, in your judgment or in the judgment of such group of
Underwriters, make it impracticable to market the Shares, or (z) there shall
have occurred any downgrading, or any notice shall have been given of (i) any
intended or potential downgrading or (ii) any review or possible change that
does not indicate an improvement, in the rating accorded any securities of or
guaranteed by the Company or any Subsidiary by any "nationally recognized
statistical rating organization", as that term is defined in Rule 436(g)(2)
under the Act or, if, at any time prior to the time of purchase trading in
securities on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market shall have been suspended or limitations or minimum
prices shall have been established on the New York Stock Exchange, the American
Stock Exchange or the Nasdaq National Market, or if a banking moratorium shall
have been declared either by the United States or New York State authorities, or
if the United States shall have declared war in accordance with its
constitutional processes or there shall have occurred any material outbreak or
escalation of hostilities or other national or international calamity or crisis
of such magnitude in its effect on the financial markets of the United States
as, in your judgment or in the judgment of such group of Underwriters, to make
it impracticable to market the Shares.

          If you or any group of Underwriters elects to terminate this Agreement
as provided in this Section 7, the Company and each other Underwriter shall be
notified promptly by letter or telegram.

          If the sale to the Underwriters of the Shares, as contemplated by this
Agreement, is not carried out by the Underwriters for any reason permitted under
this Agreement or if such sale is not carried out because the Company shall be
unable to comply with any of the terms of this Agreement, the Company shall not
be under any obligation or liability under this Agreement (except to the extent
provided in Sections 4(o), 5 and 9 hereof), and the Underwriters shall be under
no obligation or liability to the Company under this Agreement (except to the
extent provided in Section 9 hereof) or to one another hereunder.

          8. Increase in Underwriters' Commitments. Subject to Sections 6 and 7,
if any Underwriter shall default in its obligation to take up and pay for the
Shares to be purchased by it hereunder (otherwise than for a reason sufficient
to justify the termination of this Agreement under the provisions of Section 7
hereof) and if the number of Shares which all Underwriters so defaulting shall
have agreed but failed to take up and pay for does not exceed 10% of the total
number of Shares, the non-defaulting Underwriters shall take up and pay for (in
addition to the aggregate number of Shares they are obligated to purchase
pursuant to Section 1 hereof) the number of Shares agreed to be purchased by all
such defaulting Underwriters, as


                                      -15-

<PAGE>

hereinafter provided. Such Shares shall be taken up and paid for by such
non-defaulting Underwriter or Underwriters in such amount or amounts as you may
designate with the consent of each Underwriter so designated or, in the event no
such designation is made, such Shares shall be taken up and paid for by all
non-defaulting Underwriters pro rata in proportion to the aggregate number of
Shares set opposite the names of such non-defaulting Underwriters in Schedule A.

          Without relieving any defaulting Underwriter from its obligations
hereunder, the Company agrees with the non-defaulting Underwriters that it will
not sell any Shares hereunder unless all of the Shares are purchased by the
Underwriters (or by substituted Underwriters selected by you with the approval
of the Company or selected by the Company with your approval).

          If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company or you shall have the right
to postpone the time of purchase for a period not exceeding five business days
in order that any necessary changes in the Registration Statement and Prospectus
and other documents may be effected.

          The term "Underwriter" as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 8 with like effect as if
such substituted Underwriter had originally been named in Schedule A.

          If the aggregate number of Shares which the defaulting Underwriter or
Underwriters agreed to purchase exceeds 10% of the total number of Shares which
all Underwriters agreed to purchase hereunder, and if neither the non-defaulting
Underwriters nor the Company shall make arrangements within the five business
day period stated above for the purchase of all the Shares which the defaulting
Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall
be terminated without further act or deed and without any liability on the part
of the Company to any non-defaulting Underwriter and without any liability on
the part of any non-defaulting Underwriter to the Company. Nothing in this
paragraph, and no action taken hereunder, shall relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

          9. Indemnity and Contribution.

             (a) The Company agrees to indemnify, defend and hold harmless each
Underwriter, its partners, directors and officers, and any person who controls
any Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, and the successors and assigns of all of the foregoing persons
from and against any loss, damage, expense, liability or claim (including the
reasonable cost of investigation) which, jointly or severally, any such
Underwriter or any such person may incur under the Act, the Exchange Act, the
common law or otherwise, insofar as such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or in the
Registration Statement as amended by any post-effective amendment thereof by the
Company) or in a Prospectus (the term Prospectus for the purpose of this Section
9 being deemed to include any Preliminary Prospectus, the Prospectus and the


                                      -16-

<PAGE>

Prospectus as amended or supplemented by the Company), or arises out of or is
based upon any omission or alleged omission to state a material fact required to
be stated in either such Registration Statement or Prospectus or necessary to
make the statements made therein not misleading, except insofar as any such
loss, damage, expense, liability or claim arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained in and
in conformity with information furnished in writing by or on behalf of any
Underwriter through you to the Company expressly for use with reference to such
Underwriter in such Registration Statement or such Prospectus or arises out of
or is based upon any omission or alleged omission to state a material fact in
connection with such information required to be stated in such Registration
Statement or such Prospectus or necessary to make such information not
misleading.

          If any action, suit or proceeding (together, a "Proceeding") is
brought against an Underwriter or any such person in respect of which indemnity
may be sought against the Company pursuant to the foregoing paragraph, such
Underwriter or such person shall promptly notify the Company in writing of the
institution of such Proceeding and the Company shall assume the defense of such
Proceeding, including the employment of counsel reasonably satisfactory to such
indemnified party and payment of all reasonable fees and expenses; provided,
however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to any Underwriter or any
such person or otherwise. Such Underwriter or such person shall have the right
to employ its or their own counsel in any such case, but the fees and expenses
of such counsel shall be at the expense of such Underwriter or of such person
unless the employment of such counsel shall have been authorized in writing by
the Company in connection with the defense of such Proceeding or the Company
shall not have, within a reasonable period of time in light of the
circumstances, employed counsel to have charge of the defense of such Proceeding
or such indemnified party or parties shall have reasonably concluded based on
advice of counsel that there may be defenses available to it or them which are
different from, additional to or in conflict with those available to the Company
(in which case the Company shall not have the right to direct the defense of
such Proceeding on behalf of the indemnified party or parties), in any of which
events such reasonable fees and expenses shall be borne by the Company and paid
as incurred (it being understood, however, that the Company shall not be liable
for the reasonable expenses of more than one separate counsel (in addition to
any local counsel) in any one Proceeding or series of related Proceedings in the
same jurisdiction representing the indemnified parties who are parties to such
Proceeding). The Company shall not be liable for any settlement of any
Proceeding effected without its written consent but if settled with the written
consent of the Company, the Company agrees to indemnify and hold harmless any
Underwriter and any such person from and against any loss or liability by reason
of such settlement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the indemnifying party agrees that it shall be
liable for any settlement of any Proceeding effected without its written consent
if (i) such settlement is entered into more than 60 business days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement and (iii) such indemnified party
shall have given the indemnifying party at least 30 days' prior notice of its
intention to settle. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any


                                      -17-

<PAGE>

pending or threatened Proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such Proceeding and does not include an admission of fault, culpability or a
failure to act, by or on behalf of such indemnified party.

             (b) Each Underwriter severally agrees to indemnify, defend and hold
harmless the Company, its directors and officers, and any person who controls
the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, and the successors and assigns of all of the foregoing persons
from and against any loss, damage, expense, liability or claim (including the
reasonable cost of investigation) which, jointly or severally, the Company or
any such person may incur under the Act, the Exchange Act, the common law or
otherwise, insofar as such loss, damage, expense, liability or claim arises out
of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in and in conformity with information furnished in
writing by or on behalf of such Underwriter through you to the Company expressly
for use with reference to such Underwriter in the Registration Statement (or in
the Registration Statement as amended by any post-effective amendment thereof by
the Company) or in a Prospectus, or arises out of or is based upon any omission
or alleged omission to state a material fact in connection with such information
required to be stated in such Registration Statement or such Prospectus or
necessary to make such information not misleading.

          If any Proceeding is brought against the Company or any such person in
respect of which indemnity may be sought against any Underwriter pursuant to the
foregoing paragraph, the Company or such person shall promptly notify such
Underwriter in writing of the institution of such Proceeding and such
Underwriter shall assume the defense of such Proceeding, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses; provided, however, that the omission to so
notify such Underwriter shall not relieve such Underwriter from any liability
which such Underwriter may have to the Company or any such person or otherwise.
The Company or such person shall have the right to employ its own counsel in any
such case, but the fees and expenses of such counsel shall be at the expense of
the Company or such person unless the employment of such counsel shall have been
authorized in writing by such Underwriter in connection with the defense of such
Proceeding or such Underwriter shall not have, within a reasonable period of
time in light of the circumstances, employed counsel to have charge of the
defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to or in conflict with those available to such
Underwriter (in which case such Underwriter shall not have the right to direct
the defense of such Proceeding on behalf of the indemnified party or parties,
but such Underwriter may employ counsel and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Underwriter), in any of which events such reasonable fees and expenses shall be
borne by such Underwriter and paid as incurred (it being understood, however,
that such Underwriter shall not be liable for the reasonable expenses of more
than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such Proceeding). No
Underwriter shall be liable for any settlement of any such Proceeding effected
without the written consent of such Underwriter but if settled with the written
consent of such Underwriter,


                                      -18-

<PAGE>

such Underwriter agrees to indemnify and hold harmless the Company and any such
person from and against any loss or liability by reason of such settlement.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the indemnifying party agrees that it shall be liable for any
settlement of any Proceeding effected without its written consent if (i) such
settlement is entered into more than 60 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement and (iii) such indemnified party shall have given
the indemnifying party at least 30 days' prior notice of its intention to
settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened Proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such Proceeding.

             (c) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 9 in respect of any losses, damages, expenses, liabilities or claims
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, damages, expenses,
liabilities or claims (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Shares or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, damages, expenses, liabilities or
claims, as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same respective proportions as the total
proceeds from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriters, bear to the aggregate
public offering price of the Shares. The relative fault of the Company on the
one hand and of the Underwriters on the other shall be determined by reference
to, among other things, whether the untrue statement or alleged untrue statement
of a material fact or omission or alleged omission relates to information
supplied by the Company or by 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, damages, expenses, liabilities and claims referred to in this subsection
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with investigating, preparing to defend or
defending any Proceeding.

             (d) The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in subsection (c) above.
Notwithstanding the provisions of this Section 9, no Underwriter shall be
required to


                                      -19-

<PAGE>

contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by such Underwriter and distributed to the public were
offered to the public exceeds the amount of any damage which such Underwriter
has otherwise been required to pay by reason of such untrue statement or alleged
untrue statement or omission or alleged omission. 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 9 are several in proportion to their respective underwriting commitments
and not joint.

             (e) The indemnity and contribution agreements contained in this
Section 9 and the covenants, warranties and representations of the Company
contained in this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of any Underwriter, its partners,
directors or officers or any person (including each partner, officer or director
of such person) who controls any Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, or by or on behalf of the Company,
its directors or officers or any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall
survive any termination of this Agreement or the issuance and delivery of the
Shares. The Company and each Underwriter agree promptly to notify each other of
the commencement of any Proceeding against it and, in the case of the Company,
against any of the Company's officers or directors in connection with the
issuance and sale of the Shares, or in connection with the Registration
Statement or Prospectus.

          10. Notices. All notices hereunder shall be in writing and delivered
by hand, overnight courier, mail or facsimile, and if to the Underwriters, shall
be sufficient in all respects if delivered to UBS Warburg LLC, 677 Washington
Blvd., Stamford, CT 06901, with separate copies to the attention of: David
Lessen, William Carrington and Young Kim, Facsimile No. (203) 719-7031;
Operations - Corporate Action Department, Facsimile No. (203) 719-0795; and (for
information purposes only, without constituting notice) to Legal Affairs
(Equities Group), Facsimile No. (203) 719-0680, and if to the Company, shall be
sufficient in all respects if delivered or sent to the Company at the offices of
the Company at 80 SW 8th Street, Miami, Florida 33130, Attention: Phil Gevas.

          11. Governing Law; Construction. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement ("Claim"), directly or indirectly, shall be
governed by, and construed in accordance with, the laws of the State of New
York, other than rules governing choice of applicable law. The Section headings
in this Agreement have been inserted as a matter of convenience of reference and
are not a part of this Agreement.

          12. Submission to Jurisdiction. Except as set forth below, no Claim
may be commenced, prosecuted or continued in any court other than the courts of
the State of New York located in the City and County of New York or in the
United States District Court for the Southern District of New York, which courts
shall have jurisdiction over the adjudication of such matters, and the Company
consents to the jurisdiction of such courts and personal service with respect
thereto. The Company hereby consents to personal jurisdiction, service and venue
in any court in which any Claim arising out of or in any way relating to this
Agreement is brought by


                                      -20-

<PAGE>

any third party against the Underwriters or any indemnified party. Each of the
Underwriters and the Company, on its behalf and, to the extent permitted by
applicable law, on behalf of its stockholders and affiliates, waives all right
to trial by jury in any action, proceeding or counterclaim, whether based upon
contract, tort or otherwise, in any way arising out of or relating to this
Agreement. The Company agrees that a final judgment in any such action,
proceeding or counterclaim brought in any such court shall be conclusive and
binding upon the Company and may be enforced in any other courts in the
jurisdiction of which the Company is or may be subject, by suit upon such
judgment.

          13. Parties in Interest. The Agreement herein set forth has been and
is made solely for the benefit of the Underwriters and the Company and to the
extent provided in Section 9 hereof the controlling persons, directors and
officers referred to in such section, and their respective successors, assigns,
heirs, personal representatives and executors and administrators. No other
person, partnership, association or corporation (including a purchaser, as such
purchaser, from the Underwriters) shall acquire or have any right under or by
virtue of this Agreement.

          14. Counterparts. This Agreement may be signed by the parties in one
or more counterparts, which together shall constitute one and the same agreement
among the parties.

          15. Successors and Assigns. This Agreement shall be binding upon the
Underwriters and the Company and their successors and assigns and any successor
or assign of any substantial portion of the Company's and the Underwriters'
respective businesses and/or assets.

          16. Miscellaneous. UBS Warburg LLC, an indirect, wholly owned
subsidiary of UBS AG, is not a bank and is separate from any affiliated bank,
including any U.S. branch or agency of UBS Warburg LLC. Because UBS Warburg LLC
is a separately incorporated entity, it is solely responsible for its own
contractual obligations and commitments, including obligations with respect to
sales and purchases of securities. Securities sold, offered or recommended by
UBS Warburg LLC are not deposits, are not insured by the Federal Deposit
Insurance Corporation, are not guaranteed by a branch or agency, and are not
otherwise an obligation or responsibility of a branch or agency.

          The Company will file a copy of this Agreement with the Commission as
an exhibit to a Current Report on Form 8-K not later than the close of business
of the Commission on the first business day after the signing of this Agreement.




                                      -21-

<PAGE>

               If the foregoing correctly sets forth the understanding among the
Company and the Underwriters, please so indicate in the space provided below for
the purpose, whereupon this letter and your acceptance shall constitute a
binding agreement among the Company and the Underwriters severally.

                                 Very truly yours,


                                 APHTON CORPORATION


                                 By: /s/ Philip C. Gevas
                                     -----------------------------
                                     Name: Philip C. Gevas
                                     Title: Chairman and Chief Executive Officer


Accepted and agreed to as of the
date first above written, on behalf of
itself and the other Underwriter named
on Schedule A:

UBS WARBURG LLC
MORGAN KEEGAN & COMPANY, INC.

By:    UBS WARBURG LLC


By:    /s/ David Lessen
       ----------------------------
Name:  David Lessen
Title: Director


By:    /s/ William Dowson
       -----------------------------
Name:  William Dowson
Title: Director


<PAGE>

                                                                      Schedule A



          Underwriter                                    Number of Shares
     --------------------------------------------------------------------

               UBS Warburg LLC ................................   672,500


               Morgan Keegan & Company, Inc. ..................   672,500
                                                                  -------

                                      Total:  ................. 1,345,000
                                                                =========





<PAGE>

                                                                      Schedule B


                          Subsidiaries of the Company



Currently, the Company has no subsidiaries.


<PAGE>


                                                                       Exhibit A

                             Officers' Certificate

          1. The representations and warranties of the Company in the
Underwriting Agreement are true and correct in all material respects as of the
date hereof as though made on and as of this date;

          2. The Company has performed all obligations and satisfied all
conditions on its part to be performed or satisfied pursuant to the Underwriting
Agreement at or prior to the date hereof;

          3. The Company's Registration Statement (File No. 333-72964) under the
Securities Act of 1933 has become effective; no stop order suspending the
effectiveness of such Registration Statement has been issued and no proceeding
for that purpose has been initiated or threatened by the Securities and Exchange
Commission (the "Commission"); and all requests for additional information on
the part of the Commission have been complied with; and

          Except as otherwise disclosed in writing to the Underwriters by the
Company, subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been (i) any
material adverse change, or any development involving a prospective material
adverse change, in the business, prospects, properties or assets described or
referred to in the Registration Statement, or the results of operations,
condition (financial or otherwise), business or operations of the Company and
the Subsidiaries, whether or not arising in the ordinary course of business, or
(ii) any transaction which is material to the Company or the Subsidiaries,
planned or entered into by the Company or any of the Subsidiaries, or (iii) any
obligation, direct or contingent, which is material to the Company and the
Subsidiaries, incurred by the Company or the Subsidiaries, except obligations
incurred in the ordinary course of business, or (iv) any material change in the
capital stock or outstanding indebtedness of the Company or the Subsidiaries, or
(v) any dividend or distribution of any kind declared, paid or made on the
capital stock of the Company; and neither the Company nor the Subsidiaries has
any material contingent obligation which is not disclosed in the Registration
Statement.


<PAGE>


                                                                       Exhibit B

                          Opinion of White & Case LLP

                     [Aphton Corporation - Form of Opinion]



February __, 2002





UBS Warburg LLC
Morgan Keegan & Company, Inc.,
   as Underwriters
c/o UBS Warburg LLC
677 Washington Boulevard
Stamford, Connecticut 06901


Re:       Aphton Corporation

Ladies and Gentlemen:

          We have acted as special counsel for Aphton Corporation, a Delaware
corporation ("the Company"), in connection with (i) the execution and delivery
of a Underwriting Agreement, dated February __, 2002 (the "Underwriting
Agreement"), between the Company, UBS Warburg LLC and Morgan Keegan & Company,
Inc. (the "Underwriters"), providing for the purchase from the Company, upon the
terms and conditions set forth in the Underwriting Agreement, of up to 1,345,000
shares of the Company's common stock, par value $.001 per share (the "Shares"),
and (ii) the preparation and filing by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") of the Registration Statement on Form S-3 (File No.
333-72964). As described in the Prospectus, the Company's Annual Report on Form
10-K/A for the year ended January 31, 2001, its Quarterly Reports on Form 10-Q
for the five months ended June 30, 2001 and eight months ended September 30,
2001, its Current Report on Form 8-K dated March 16, 2001 and the description of
the Company's common stock contained in the Company's Registration Statement on
Form 8-A, filed with the Commission on January 30, 1998 (collectively, the
"Incorporated Documents"), are incorporated in the Prospectus by reference.

          In so acting, we have examined such certificates of public officials,
and certificates of officers of the Company, and the originals (or copies
thereof certified to our satisfaction) of such corporate documents and records
of the Company, and such other documents, records and papers as we have deemed
relevant in order to give the opinions hereinafter set forth. In this
connection, we have assumed the genuineness of signatures on, the authenticity
of all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies. Also, we have relied upon such certificates of public
officials, and officers of the Company and such other certifications with



<PAGE>

respect to the accuracy of material factual matters contained therein which were
not independently established. We did not participate in the preparation of the
Incorporated Documents or review any of them prior to their being filed with the
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), but we did review them in connection with our participation in the
preparation of the Prospectus.

          Based upon and subject to the foregoing, it is our opinion that:

               1. The Company has been duly incorporated and is validly existing
          as a corporation in corporate good standing under the laws of the
          State of Delaware and has the corporate power and authority to own,
          lease and operate its properties and conduct its business as described
          in the Registration Statement, to enter into the Underwriting
          Agreement, to issue, sell and deliver the Shares and to consummate the
          transactions contemplated in the Prospectus.

               2. The Common Stock of the Company, including the Shares,
          conforms in all material respects to the description thereof contained
          in the Registration Statement and the Prospectus.

               3. The Shares have been duly and validly authorized by the
          Company for offer, sale, issuance and delivery pursuant to the
          Underwriting Agreement and, when issued and delivered against payment
          therefor as provided in the Underwriting Agreement, will be duly and
          validly issued and fully paid and non-assessable.

               4. To our knowledge, the Company is duly qualified to do business
          as a foreign corporation and is in good standing in each jurisdiction
          where the ownership or leasing of its properties or the conduct of its
          business requires such qualification, except where the failure to so
          qualify would not have a material adverse effect on the business,
          properties, prospects, financial condition or results of operation of
          the Company taken as a whole (a "Material Adverse Effect").

               5. To our knowledge and other than as set forth in the
          Prospectus, there is no legal or governmental proceeding threatened in
          writing or pending in any state or federal court to which the Company
          is a party or to which any property of the Company is subject, which
          could prevent consummation of the transactions contemplated by the
          Underwriting Agreement.

               6. The Underwriting Agreement has been duly authorized, executed
          and delivered by the Company.

               7. The execution, delivery and performance of the Underwriting
          Agreement, the issuance and sale of the Shares and the consummation of
          the transactions contemplated by the Underwriting Agreement will not
          conflict with, or result in any breach of or constitute a default
          under (nor constitute any event which with notice, lapse of time, or
          both would result in any breach of, or constitute a default under),
          (i) any provisions of the charter or by-laws of the Company or, (ii)
          under any provision of any license, indenture, mortgage, deed of
          trust, bank loan or credit agreement or other evidence of
          indebtedness, or any lease, contract or other agreement or instrument
          to




<PAGE>

          which the Company is a party or by which it or its property may be
          bound or affected and which have been filed by the Company with the
          Commission under the Exchange Act, and are listed in the exhibit index
          to the Company's most recent Annual Report on Form 10-K/A or were
          subsequently filed prior to the date hereof under the Exchange Act, or
          (iii) under any decree, judgment or order known to us to be applicable
          to the Company or under any U.S. Federal or New York State law,
          regulation or rule which in our experience are normally applicable to
          transactions of the type contemplated by the Underwriting Agreement,
          except in the case of clauses (ii) and (iii) for such conflicts,
          breaches, or defaults, individually or in the aggregate, as would not
          reasonably be expected to have a Material Adverse Effect.

               8. No approval, authorization, consent or order of or filing with
          any New York State or U.S. Federal governmental agency or body or any
          New York State or U.S. Federal court is required to be obtained or
          made by the Company for the issuance and sale of the Shares or the
          consummation by the Company of the transactions as contemplated by the
          Underwriting Agreement except such as may be required by the Act and
          the applicable rules and regulations thereunder, the securities or
          blue sky laws of the various jurisdictions in which the Shares are
          being offered by the Underwriters (as to which we express no opinion)
          or under the rules and regulations of the National Association of
          Securities Dealers, Inc. (as to which we express no opinion).

               9. The Company is not and, after giving effect to the offering
          and sale of the Shares, will not be required to register as an
          "investment company" as such term is defined in the Investment Company
          Act of 1940, as amended.

               10. The Registration Statement and the Prospectus, each as of its
          effective date, and any further amendments and supplements thereto
          made by the Company prior to the date hereof (other than the
          incorporated documents, the financial statements and related schedules
          therein, as to which we express no opinion) comply as to form in all
          material respects with the requirements of the Act and the rules and
          regulations of the Commission thereunder.

               11. The Registration Statement has become effective under the Act
          and, to the best of our knowledge, no stop order proceedings with
          respect thereto are pending or threatened under the Act and any
          required filing of the Prospectus and any supplement thereto pursuant
          to Rule 424 under the Act has been made in the manner and within the
          time period required by such Rule 424.

         In passing upon the form of the Registration Statement and the
Prospectus, we necessarily have assumed the accuracy and completeness of the
information included or incorporated by reference therein by the Company and the
responsiveness to the applicable forms, rules and regulations of the Commission
promulgated under the Exchange Act of the information included in the
Incorporated Documents by the Company and we take no responsibility therefor.
Based upon such assumptions, in our opinion the Registration Statement, as of
its effective date, and the Prospectus, as of its date (except in each case for
the financial statements and schedules and other financial and statistical data
contained or incorporated by reference therein or omitted therefrom, as to which
we express no opinion), appeared on their


<PAGE>

face to comply as to form in all material respects with the requirements of the
Act and the rules and regulations of the Commission thereunder.

          In the course of the preparation by the Company of the Registration
Statement and the Prospectus (other than the Incorporated Documents), we have
participated in conferences with certain officers of the Company, with
representatives of the independent auditors of the Company, and with you and
your counsel. Based upon such participation in the preparation of the
Registration Statement and the Prospectus (other than the Incorporated
Documents, except for the statements in the Company's Annual Report on Form
10-K/A for the year ended January 31, 2001 set forth under the captions "The
Company", "Basis of Approach", "Strategic Alliances", "Manufacturing and
Marketing", "Strategy and Earnings", "Patents and Trade Secrets", "Competition",
"Directors and Executive Officers", "Executive and Principal Scientific
Officers", "Administrative and Scientific Staff", "Scientific Advisory Board",
"Properties", "Legal Proceedings", "Market for Registrant's Common Equity and
Related Stockholder Matters", "Directors and Executive Officers of the
Registrant"), and our review and discussion of the contents thereof, but without
independent check or verification except as otherwise specified above, nothing
has come to our attention which causes us to believe that the Registration
Statement, as of its effective date, or the Prospectus, as of its date, (except
in each case for the financial statements and schedules and other financial or
statistical data contained or incorporated by reference therein or omitted
therefrom as to which we express no belief), contained any untrue statement of a
material fact or omitted therefrom to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading.

          The opinions expressed above are limited to questions arising under
the Federal Law of the United States, the General Corporation Law of the State
of Delaware and the law of the State of New York. This opinion may not be relied
upon by or published or communicated to any person and may not be used for any
other purpose whatsoever without prior written approval in each instance.



                                 Very truly yours,



                                 [Law Firm]



<PAGE>


                                                                       Exhibit C

               Intellectual Property Opinion of White & Case LLP

                    [Form of Intellectual Property Opinion]



February __, 2002





UBS Warburg LLC
Morgan Keegan & Company, Inc.,
   as Underwriters
c/o UBS Warburg LLC
677 Washington Boulevard
Stamford, Connecticut 06901


Re:       Aphton Corporation


Ladies and Gentlemen:

          We are Intellectual Property Counsel for the Company in connection
with certain intellectual property matters and in connection with the
distribution of shares of Aphton Corporation (the "Company") common stock
("Common Stock") pursuant to the Underwriting Agreement as agreed to on February
__, 2002. This opinion is provided pursuant to the above referenced Underwriting
Agreement between the Company and the Underwriters.

          In connection with this opinion, we have been asked to review certain
sections of the Underwriting Agreement relating to patents, patent applications
and trade secrets (the "Intellectual Property") of the Company. We have made
this review and provide our opinion with respect to the above-identified
sections of the Underwriting Agreement. Our opinion is limited to Intellectual
Property matters, as noted above.

          We are familiar with certain of the technology used by the Company in
its business, to the extent of its disclosure to us by the Company, which is the
subject matter of certain of the Intellectual Property described in the
above-identified sections of the Underwriting Agreement. The opinions and
beliefs expressed in this letter represent our considered judgment and are based
upon compilations of applicable laws generally available to the public and
effective as of the date hereof.

          As used in this letter, the phrase "to our knowledge" when used as a
qualification with respect to the existence or absence of any matter, means
that, during our representation of the Company and having no independent
investigation with respect thereto, no information has come




<PAGE>

to our attention which has given us actual knowledge of the existence of facts
contrary to the stated existence or absence of the matter.

          Based on our review of the above-identified sections of the
Underwriting Agreement, and subject to and limited by the foregoing and the
exceptions and limitations set forth below, we offer the following opinions and
conclusions:


          1.     All patents and pending patent applications ("Patents") that
                 are owned by the Company are listed on IP Schedule A, attached
                 hereto. Information concerning the application number, filing
                 data, and status of the Patents is also set forth in IP
                 Schedule A based upon our knowledge.

          2.     Except as set forth below, to our knowledge, the statements in
                 the above-identified sections of the Underwriting Agreement,
                 insofar as such statements pertain to Intellectual Property
                 matters, accurately and fairly represent the information
                 referred to therein. We express no opinion, however, as to the
                 bases upon which the Company decides to file patent
                 applications, the dependency of the Company's commercial
                 success on any factors including protection of proprietary
                 technology and the procurement and enforceability of patents,
                 nor as to the Company's reliance on various methods to protect
                 its proprietary rights.

          3.     To our knowledge, and based upon a representation by the
                 Company regarding the conception and reduction to practice of
                 the Intellectual Property described in the above-identified
                 sections of the Underwriting Agreement, (A) there are no rights
                 of parties other than the Company to any of the Patents listed
                 on IP Schedule A, (B) there are no pending or threatened
                 actions, suits, proceedings or claims by others challenging the
                 Company's rights to or in any such Patents and (C) there are no
                 pending or threatened actions, suits, proceedings or claims by
                 others that the Company is infringing or otherwise violating
                 any patent or trade secret rights of others.

          4.     To our knowledge, the Company has complied with the examination
                 requirements of the United States Patent and Trademark Office
                 ("USPTO") duty of candor and disclosure for each of the United
                 States Patents listed in IP Schedule A encompassed by our
                 representation of the Company. No fact has come to our
                 attention that causes us to question the enforceability of any
                 of the Patents listed on IP Schedule A, or to question the
                 validity of any claim of any Patent listed on IP Schedule A.

          5.     To our knowledge there are no legal or governmental proceedings
                 relating to the Company's patent rights, other than normal ex
                 parte USPTO examination proceedings and similar proceedings
                 (including, without limitation, opposition proceedings, in
                 other jurisdictions). To our knowledge, no patent application
                 listed on IP Schedule A has been formally abandoned, and to our
                 knowledge, all issued patents listed on IP Schedule A have been
                 lawfully issued.





<PAGE>

          6.     To our knowledge and except as otherwise disclosed as part of
                 the Underwriters' due diligence, there are no agreements with
                 third parties relating to the acquisition, licensing and/or
                 transfer of Intellectual Property rights which have or are
                 anticipated to have a material impact on the Company's existing
                 or future business, including license agreements, joint venture
                 agreements, marketing and/or distribution agreements or other
                 collaboration agreements, that are not currently in effect or
                 that will be expiring soon, nor to our knowledge has there been
                 any notice of termination or other act indicating a desire to
                 terminate any of the aforesaid agreements.

          7.     To our knowledge there are no facts that prevent the Company
                 from using its Intellectual Property and know-how to conduct
                 its business or from enforcing its rights to its Patents.

          8.     We believe and have so informed the Company that its
                 anti-gastrin and anti-GnRH products, as currently formulated,
                 are covered by one or more of the issued Patents and the claims
                 therein listed in IP Schedule A.

                 This letter is limited to the matters set forth herein, and no
matter may be inferred or implied beyond the matters expressly stated in this
letter. We assume no obligation to advise you, subsequent to the delivery of
this letter, of any matters that could result in a change in the opinions or
beliefs set forth herein. This letter has been prepared solely for your use in
connection with the Purchase and/or Distribution of stock shares under the
appropriate documents, and may not be used for any other purpose, or be relied
upon by any other person or entity. It should not be quoted in whole or in part
or otherwise be referred to, nor be filed with nor furnished to any governmental
agency or other person or entity, without the prior written consent of the
undersigned.


                                 Very truly yours,



                                 [Law Firm]



<PAGE>

<TABLE>
<CAPTION>
                       IP SCHEDULE A--APHTON CORPORATION


<S>             <C>           <C>        <C>        <C>          <C>
=============== ============= ========== ========== ============ =========================
 Patent No.        Country      Filing     Issue     Inventors    Explanation of Relation
 Serial No.                      Date      Date                    to Company Business
  (Title)
--------------- ------------- ---------- ---------- ------------ -------------------------
                               00/00/00   00/00/00
--------------- ------------- ---------- ---------- ------------ -------------------------

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

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

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

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

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

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

=============== ============= ========== ========== ============ =========================


<CAPTION>

                       IP SCHEDULE A--APHTON CORPORATION


<C>                 <C>        <C>        <C>                <C>
=================== ========== ========== ================== =============
    Maintenance        APH       Status       Oppositions      Litigation
  Fee/Annuity Fee    Interest               Interferences       Status
       Status                                  Status
------------------- ---------- ---------- ------------------ -------------

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

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

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

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

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

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

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

=================== ========== ========== ================== =============





                                      -33-
</TABLE>

<PAGE>


                                                                       Exhibit D

                    Opinion of Stroock & Stroock & Lavan LLP

                               [Form of Opinion]

             1. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Company is
qualified to do business as a foreign corporation in good standing in the State
of Florida.

             2. All of the outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable and were not issued in violation of or subject to any preemptive
or similar rights.

             3. The Company has full corporate power and authority to enter into
the Underwriting Agreement and to issue, sell and deliver the Shares to the
Underwriters, as provided in the Underwriting Agreement, and the Underwriting
Agreement has been duly authorized, executed and delivered by the Company and is
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.

While we have not verified, and are not passing upon and do not assume any
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Prospectus (the documents
incorporated by reference having been prepared and filed by the Company without
our participation), we have participated in conferences with certain officers
and other representatives of the Company, counsel for the Company,
representatives of the independent auditors for the Company and your
representatives, at which the contents of the Registration Statement and
Prospectus and related matters were discussed and, on the basis of the foregoing
(relying as to materiality to a large extent on the opinions of officers and
other representatives of the Company), no facts have come to our attention that
lead us to believe that the Registration Statement (except with respect to the
financial statements, schedules and other financial data, included therein, as
to which we make no statement), at the time it became effective, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or that the Prospectus (except with respect to the financial
statements, schedules and other financial data included therein, as to which we
make no statement), as of its date, and as of the date hereof, contains any
untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                                      -34-