EXHIBIT 1

                      Success Development International, Inc.  

                         500,000 Shares of  Common Stock
                            (Par Value .001 Per Share)

                                                                February 4, 1998

ATTKISSON, CARTER & AKERS
3060 Peachtree Road, NW
Suite 1475
Atlanta, Georgia 30305

Dear Sirs:

Success Development International, Inc., a Florida corporation (the "Company"),
hereby confirms its agreement with ATTKISSON CARTER & AKERS (the "Agent"), as
follows:

1.      GENERAL. The Company proposes to offer, through the Agent on a "best
        efforts basis", up to 500,000 shares (the "Maximum Offering") of the
        common stock, $.001 par value, of the Company (the "Shares") at a price
        of $5.50 per Share in an offering to the public (the "Offering").

        The Company has filed a Registration Statement on Form SB-2A (the
        "Registration Statement") with the Securities and Exchange Commission
        (the "SEC") pursuant to which the Company will register the Shares for
        sale to the public.

        On terms and conditions specified in this (the "Agreement"), the Agent,
        for the compensation specified below, will provide the services
        specified in this Agreement to assist the Company in the Offering.

2.      THE OFFERING.

        1      SERVICES TO BE RENDERED. Subject to the terms and conditions
               hereof and upon the basis of the representations, warranties and
               agreements herein set forth, the Company hereby appoints the
               Agent as its agent to sell the Shares on a best efforts basis.
               The Agent hereby accepts such appointment and agrees to use its
               best efforts to find purchasers for the Shares. The Company and
               the Agent agree that the Shares shall be offered to the investing
               public in Georgia, Florida, and any other state or states where
               the Company deems it appropriate to offer the Shares, all in
               compliance with the Securities Act of 1933 (the "Securities
               Act"), the Securities Exchange Act of 1934 (the "Exchange Act"),
               and the securities or "blue sky" laws of any applicable
               jurisdiction.

        2      EXCLUSIVE ENGAGEMENT. The Company shall not engage any other
               person other than the Agent to solicit offers or sales of Shares
               during the Offering Period (as such term is herein defined).

        3      COMPENSATION. The Company agrees to pay to the Agent for the
               Agent's services in connection with the Offering a commission on
               all Shares sold in the Offering as follows: the sum of $.55 per
               Share together with an option (an "Option") to purchase one Share
               for each ten Shares sold in the Offering. Such Options shall have
               a term of five years from the Effective Date, and shall have an
               exercise price of $5.50 per Share.

        4      PAYMENT OF EXPENSES. The Company will pay all expenses in
               connection with the Offering including, but not limited to, the
               Company's attorneys' fees, expenses for auditing and accounting
               services, advertising fees, all securities registration and NASD
               filing fees, postage, and document reproduction expenses, and the
               engraving, issuance, transfer and delivery of certificates for
               the Stock. The Company shall pay the Agent an expense retainer in
               the amount of $5,000 upon execution of this Agreement. In the
               event that the Agent incurs additional out-of-pocket expenses,
               the Company shall immediately reimburse the Agent upon receipt of
               the Agent's invoice. The aggregate out-of-pocket expenses to be
               reimbursed to the Agent hereunder shall not exceed $15,000.

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        5      BLUE SKY. The Company contemplates that the Offering will be made
               in those states listed in Exhibit A attached hereto. The Company
               shall, at its sole expense, take or cause to be taken all
               necessary action and shall furnish to whomever the Agent may
               direct such information as may be required to qualify the Shares
               for sale under the laws of such jurisdictions and any other
               jurisdictions where the Company may hereafter elect that Shares
               shall be offered and shall continue such qualifications in effect
               for as long as may be necessary for the distribution of the
               Shares. At the request of the Agent the Company shall cause its
               counsel to prepare and furnish to the Agent "Blue Sky" memoranda
               concerning the requirements for qualification of the Shares for
               sale under the law of such jurisdictions, and the Agent shall be
               entitled to rely on such memoranda in carrying out its
               obligations under this Agreement.

        6      OFFERING PERIOD. The Shares will be offered for sale during the
               period (the "Offering Period") commencing with the date that the
               Registration Statement is declared effective by the SEC (the
               "Effective Date" of the Offering) until the earlier to occur of
               (a) the date the Maximum Offering is achieved, or (b) 120 days
               from and after the Effective Date, or (C) the termination of the
               Offering by the Company. The Company may, upon written notice to
               the Agent, elect to extend the Offering Period, and as used
               herein, the term "Offering Period" shall include any such
               extension.

        7      ESCROW AGREEMENT. During the period of the Offering, the proceeds
               from the sale of Shares shall, upon receipt by the Agent, be
               promptly placed in a special account with First Union National
               Bank (the "Escrow Agent"), subject to an escrow agreement
               substantially in the form of the Impound Agreement which is
               attached hereto as Exhibit B and incorporated herein by this
               reference (the "Escrow Agreement"). Each of the parties hereto
               agrees that this Agreement shall be automatically terminated and
               the entire proceeds received from subscriptions for the Shares
               shall be returned to the subscribers for such Shares, without
               interest, upon the failure of the Minimum Offering to be achieved
               on or before the date which is 90 days from and after the
               Effective Date, unless the Offering is extended by the Company.

        8      DELIVERY OF AND PAYMENT FOR THE SHARES. Provided that the Escrow
               Agent is authorized and empowered in accordance with the terms of
               the Escrow Agreement to release the proceeds of the Offering from
               escrow as described in the Escrow Agreement, and provided further
               that this Agreement shall not have been terminated pursuant to
               the terms hereof, payment for the Shares shall be made at a
               closing (the "Closing") to be held at the offices of the Agent's
               counsel (or such other place as the parties hereto may agree), as
               provided herein. The date of a Closing hereunder is sometimes
               referred to as the "Closing Date". Payment for the Shares sold on
               behalf of the Company by the Agent shall be made to the Company
               or to the order of the Company by the Escrow Agent acting upon
               instructions from the Company and the Agent pursuant to the terms
               and conditions of the Escrow Agreement, and payment shall be
               delivered to the Company by the Escrow Agent by one or more
               certified or official bank checks in next-day funds. Such payment
               shall be made upon delivery by the Company of the certificates
               for the Shares to the Agent, for the respective accounts of the
               several purchasers of the Shares against receipt therefor signed
               by the Agent. The certificates for the Shares to be delivered at
               any Closing will be registered in such name or names, and shall
               be in such denominations, as the Agent may request; PROVIDED,
               HOWEVER, that such request shall be made no later than three (3)
               business days prior to the Closing Date. The certificates
               representing the Shares will be made available to the Agent for
               inspection, checking and packaging at the office of the Company's
               transfer agent and registrar (the "Transfer Agent"), not less
               than one (1) business day prior to the Closing Date.

        9      CLOSINGS.

               (a)    As soon as practicable after the Agent has determined that
                      100,000 Shares (the "Minimum Offering") have been
                      subscribed for, the Agent shall so notify the Company in
                      writing. The Agent's notice to the Company hereunder shall
                      set forth the number of shares of Common Stock to be
                      delivered to the Agent by the Company against payment
                      therefor by the

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                      Escrow Agent. The initial Closing hereunder (the "Initial
                      Closing") shall take place at 10:00 a.m., Atlanta time on
                      the fifth (5th) business day after the date on which the
                      Agent notifies the Company as provided herein or on such
                      other date and time as agreed to in writing by the parties
                      hereto; PROVIDED, HOWEVER, that the Initial Closing must
                      occur no later than the tenth (10th) business day after
                      such notice is given by the Agent.

               (b)    By notice given in writing at each Closing hereunder, the
                      Company may elect to continue this Agreement until such
                      time as the maximum number of Shares as provided herein
                      has been sold, or until January 30, 1999, whichever is
                      earlier; PROVIDED, HOWEVER, that such Shares may be sold
                      only in compliance with the terms and conditions of this
                      Agreement and the Registration Statement.

               (c)    Closing with respect to Shares sold pursuant to a
                      continuation of this Agreement pursuant to Section 2.9(b)
                      hereof will occur on such date(s) and time(s) as the
                      parties may agree in writing from time to time.

3.      REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company
        hereby represents and warrants to, and agrees with, the Agent that:

        (a)    The prospectus, including any amendments or supplements thereto
               (the "Prospectus") when made available to prospective purchasers
               throughout the Offering Period, will comply in all material
               respects with federal statutes, regulations and policy statements
               applicable thereto, including, without limitation, the applicable
               rules, regulations and policy statements of the SEC. At all times
               during the Offering Period, the Prospectus will contain all
               information including financial statements that are required to
               be included therein in accordance with applicable regulations
               (including interpretations thereof), and policy statements of the
               SEC and the Prospectus will not include any untrue statement of
               material fact or omit to state any material fact required to be
               stated therein or necessary to make the statements therein, in
               light of the circumstances under which they are made, not
               misleading; provided, however, that no representations or
               warranties are made to the Agent with respect to statements or
               omissions made in reliance upon, or in conformity with, written
               information furnished to the Company with respect to the Agent,
               by the Agent, or on its behalf expressly for use in the
               Prospectus.

        (b)    The Company is, and at all times during the Offering Period will
               be, a corporation duly incorporated and organized and is, and
               will be, validly existing and in good standing under the laws of
               the State of Florida. The Company has, and at all times during
               the Offering Period will have, full power and authority to own or
               lease all of its properties and conduct all of its business as
               described in the Prospectus.

        (c)    The Company is, and at all times during the Offering Period will
               be, duly qualified to do business and in good standing as a
               foreign corporation in each jurisdiction where the ownership or
               leasing of its properties or the conduct of its business required
               such qualification.

        (d)    The financial statements contained in the Prospectus present
               fairly and accurately the financial position of the Company as
               the respective dates thereof and the results of operations of the
               Company for the respective periods covered thereby, all in
               conformity with generally accepted accounting principles applied
               on a consistent basis throughout the entire periods involved.

        (e)    At all times during the Offering Period except as set forth in or
               contemplated by the Prospectus: (I) the Company will not have
               incurred and will not incur any material liabilities or
               obligations, direct or contingent, except for liabilities or
               obligations entered into in the ordinary course of business, and
               will not have entered into and will not enter into any material
               transactions; and (ii) there will have been no, and there will be
               no, material adverse change, or any development relating to the
               Company which the Company has cause to believe would involve a
               prospective material adverse change in or affecting

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               the business, business prospects, general affairs, management,
               financial position, net worth, results of operations, or
               properties of the Company, or the value of the assets of the
               Company.

        (f)    Except as set forth in or contemplated by the Prospectus, to the
               best of its knowledge, the Company does not have and will not
               have during the Offering Period any material contingent
               liabilities or obligations.

        (g)    There are no actions, suits or proceedings pending or, to the
               best of its knowledge, threatened against or affecting the
               Company or its business, business prospects, financial condition,
               results of operations or properties, or against or affecting any
               of its principal officers, before or by any federal or state
               court, commission, regulatory body, administrative agency or
               other governmental body, domestic or foreign, wherein an
               unfavorable ruling or decision or finding would materially and
               adversely affect the business, business prospects, financial
               condition, results of operations, or properties of the Company.

        (h)    At all times during the offering Period, the Company will have
               title to all properties and assets described in the Prospectus as
               being owned by the Company, free and clear of all liens, charges,
               encumbrances or restrictions, except such as are described in the
               Prospectus or which are not material to the business of the
               Company. At all times during the Offering Period, the Company
               will have valid, existing and enforceable leases to the
               properties and equipment described in the Prospectus as being
               leased by the Company, with such exceptions as are not material
               and do not materially interfere with the uses made, and proposed
               to be made, of such properties by the Company.

        (i)    The Company has filed all federal and state income tax returns
               which are required to be filed by it and has paid all taxes shown
               on such returns and on all assessments received by it to the
               extent such taxes have become due. To the best of its knowledge,
               all taxes with respect to which the Company is obligated have
               been paid or adequate accruals have been established to cover any
               such unpaid taxes.

        (j)    The Company is not, and at all times during the Offering Period
               will not be, in violation of its articles of incorporation or
               bylaws or in default in the performance or observance of any
               obligation, agreement, covenant or condition contained in any
               bond, debenture, note or other evidence of indebtedness or in any
               contract, indenture, mortgage, loan agreement or other agreement
               or instrument to which the Company is a party or by which it or
               any of its properties is bound, and the Company is not, and at
               all times during the Offering Period will not be, in violation of
               any law, order, rule, regulation, writ, injunction or decree of
               any government, governmental instrumentality or court, domestic
               or foreign, of which it has knowledge. Neither the Company, nor
               any employee or agent thereof, has made any payment of funds of
               the Company or received or retained any funds in violation of any
               law, rule or regulation which payment, receipt or retention of
               funds is not fully disclosed in the Prospectus.

        (k)    At all times during the Offering Period, there will be no
               document or contract of the character required to be described in
               the Prospectus which is not described as required, and the
               descriptions in the Prospectus are accurate and complete and
               fairly present the information required to be shown.

        (l)    No statement, representation, warranty or covenant made by the
               Company in this Agreement or made in any certificate or document
               required by this Agreement to be delivered to the Agent was or
               will be, when made, inaccurate, untrue or incorrect in any
               material respect.

        (m)    The Company has full right, power and authority to enter into
               this Agreement and this Agreement has been duly authorized,
               executed and delivered by the Company and will be, upon
               acceptance by the Agent, a valid and binding agreement of the
               Company enforceable in accordance with its terms. The performance
               of this Agreement and the consummation of the transactions
               contemplated herein will not result in a breach or violation of
               any of the

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               terms or provision of, or constitute a default under the articles
               of incorporation or the bylaws of the Company, any obligation,
               agreement, covenant or condition contained in any bond,
               debenture, note or other evidence or indebtedness or in any
               contract, indenture, mortgage, loan agreement or other agreement
               or instrument to which the Company or any of its subsidiaries is
               a party or by which the Company or any of its subsidiaries or any
               of their respective properties is bound, or any law, order, rule,
               regulation, writ, injunction or decree of any government,
               governmental instrumentality or court, domestic or foreign, and
               will not result in the creation or imposition of any lien, charge
               claim or encumbrance upon any property or asset of the Company.
               No consent, approval, authorization or order of any government,
               governmental instrumentality or court is required in connection
               with the execution of this Agreement or the consummation of the
               transactions contemplated by this Agreement except such as may be
               required by the NASD or by state regulatory authorities under
               state securities or blue sky laws in connection with the
               distribution of the Shares or in connection with the Agent's
               services hereunder.

        (n)    For purposes of the Agent's obligation to file certain documents
               and make certain representations to the NASD in connection with
               the Offering: (I) except as described in the Registration
               Statement, the Company has not placed any securities within the
               last eighteen months; (ii) there have been no material dealings
               within the last twelve months between the Company and any NASD
               member or any person related to or associated with any such
               member; (iii) except as contemplated by this Agreement, no
               financial or management consulting contracts are outstanding with
               any other person; (iv) there has been no intermediary between the
               Agent and the Company in connection with the Offering and no
               person is being compensated in any manner for providing such
               service.

4.      REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE AGENT. The Agent 
        represents and warrants to, and agrees with the Company that:

        (a)    Any and all information furnished to the Company by the Agent in
               writing expressly for use in the Prospectus will not contain any
               untrue statement of material fact or omit to state any material
               fact necessary in order to make the statements therein, in light
               of the circumstances under which they were made, not misleading.

        (b)    The Agent is registered with the Securities and Exchange
               Commission as a broker-dealer and is a member in good standing
               with the National Association of Securities Dealers, Inc. (the
               "NASD"), and the Agent and all its agents and representatives
               have or will have required licenses and registrations to perform
               its obligations under this Agreement; and such registrations,
               membership and licenses will remain in effect during the term of
               this Agreement. The Agent agrees that, in performing its
               obligations under this Agreement, the Agent will comply with all
               applicable statutes and the rules and regulations of the NASD and
               any other federal or state governmental agency which are
               applicable to it. This Agreement has been duly and validly
               authorized, executed and delivered by the agent and is its valid
               and binding agreement and obligation.

        (c)    All checks and funds received by the Agent with respect to the
               subscription price from prospective purchasers in the Offering
               shall be made payable to the escrow agent and transmitted
               directly to the escrow agent by noon of the next business day
               after receipt by the Agent. If the Offering is terminated prior
               to the end of the Offering Period by the Company, then
               subscription funds received after any such termination shall be
               promptly returned to the subscribers for the Shares, with
               interest.

        (d)    The Agent will deliver to the Company the original copies of all
               subscription documents of prospective purchasers received by the
               Agent in the Offering, and the Agent will promptly inform the
               Company of any facts which come to the Agent's attention which
               would cause a reasonable person to believe that such subscription
               documents contain any material misstatement or omission.

5.      COVENANTS OF THE COMPANY.  The Company further agrees with and covenants
         to the Agent

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        as follows:

        (a)    To comply with the "Blue Sky" and other securities laws and
               regulations of each state in which subscriptions are solicited in
               the Offering pursuant to the mutual agreement of the Agent and
               the Company and to assist the Agent in any necessary registration
               or filings that may be required of the Agent with respect to the
               Offering, in the states mutually agreed upon by the Agent and the
               Company. The Company will advise the Agent promptly of the
               issuance by any state regulatory authority of any stop order or
               other order suspending the registrations or exemptions therefrom
               of the Prospectus or of the institution of any proceedings for
               that purpose, will use its best efforts to prevent the issuance
               of any stop order or other such order, and should a stop order or
               other such order be issued, to obtain as soon as possible the
               lifting thereof.

        (b)    To furnish the Agent with such numbers of printed copies of the
               Prospectus, with all amendments, supplements and exhibits
               thereto, together with subscription materials, as the Agent may
               reasonable request, and similarly, to furnish the Agent and
               others designated by the Agent with as many copies of additional
               sales literature or other materials approved by the Company for
               use in connection with the Offering as the Agent may reasonably
               request.

        (c)    Promptly to furnish such information and execute and file such
               documents as may be necessary for the Company to offer and sell
               the Shares in full compliance with applicable state and federal
               statutes, regulations and policy statements.

        (d)    To advise the Agent promptly if any event known to the Company
               shall have occurred as a result of which the Prospectus in its
               then current form (including any amendments or supplements
               thereto) would include an untrue statement of a material fact or
               omit to state any material fact necessary in order to make the
               statements therein, in light of the circumstances under which
               they were made, not misleading.

        (e)    To utilize or furnish no sales literature in connection with the
               Offering, other than the Prospectus, unless such other sales
               literature has been approved by the SEC and the NASD, if
               necessary, and furnished to the Agent at least ten (10) days
               prior to its first use and the Agent has failed to object to the
               contents of, or the proposed use of, such other sales literature.

6.      CONDITIONS OF THE AGENT'S OBLIGATIONS. The Agent's obligation to effect
        the transactions contemplated by this Agreement shall be subject to the
        continuing accuracy throughout the Offering Period of the
        representations, warranties and agreements of the Company, the
        performance by the Company of all of its obligations under this
        Agreement, and the following further terms and conditions:

        (a)    The Agent shall have received on any Closing Date hereunder the
               opinion of Drew Field, counsel for the Company, dated as of such
               Closing Date. Such opinion may be given subject to the January 1,
               1992 edition of the Interpretive Standards applicable to Legal
               Opinions to Third Parties in Corporate Transactions adopted by
               the Legal Opinion Committee of the Corporate and Banking Law
               Section of the State Bar of Georgia (the "Interpretive
               Standards"), and shall be substantially to the effect that:

               (i)    the Company is a corporation duly organized, validly
                      existing and in good standing, under the laws of the State
                      of Florida.

               (ii)   the Shares to be sold by the Company have been duly
                      authorized and will be, upon issuance and delivery against
                      payment therefor in accordance with the terms of this
                      Agreement, validly issued, fully paid and non-assessable
                      and will not be subject to any preemptive or other rights
                      to subscribe for or purchase Shares pursuant to the
                      organizational documents of the Company or, to the best of
                      such counsel's knowledge, otherwise.

               (iii)  the Company's authorized shares consist of 25,000,000
                      shares of common stock, $.001 par value, of which
                      10,798,699 shares are outstanding. The outstanding shares
                      of the Company's stock have been duly authorized and
                      validly issued, were not issued in violation of any
                      statutory preemptive

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                      rights of shareholders, and are fully paid and
                      nonassessable. Except as described in the Registration
                      Statement, there are no options, subscriptions, warrants,
                      calls, rights or commitments obligating the Company to
                      issue equity securities or acquire its equity securities.

               (iv)   the amounts, terms and designations of the capital stock
                      of the Company conform as to legal matters in all material
                      respects to the description thereof contained in the
                      Registration Statement under the caption "Description of
                      Capital Stock".

               (v)    this Agreement has been duly authorized, executed and
                      delivered by the Company and, when so executed and
                      delivered, constitutes the legal, valid and binding
                      obligation of the Company, enforceable against the
                      Company.

               (vi)   the execution and delivery by Company of this Agreement do
                      not, and if Company were now to perform its obligation
                      under this Agreement such performance would not, result in
                      any: (1) violation of Company's articles or incorporation
                      or bylaws; (2) violation of any existing federal or state
                      constitution, statute, regulation, rule, order, or law to
                      which Company or its assets are subject; (3) breach of or
                      default under any Material Agreements; (4) creation or
                      imposition of a contractual lien or security interest in,
                      on or against its assets under any Material Agreements; or
                      (5) violation of any judicial or administrative decree,
                      writ, judgment or order to which, to our knowledge,
                      Company or its assets are subject.

               (vii)  to the knowledge of such counsel, the Company has all
                      necessary consents, authorizations, approvals, orders,
                      certificates and permits of and from, and has made all
                      declarations and filings with, all federal, state, local
                      and other governmental authorities, all self-regulatory
                      organizations, all courts and other tribunals, to own,
                      lease, license and use its properties and assets and to
                      conduct its business in the manner described in the
                      Registration Statement, except to the extent that the
                      failure to obtain or file would not have a material
                      adverse effect on the Company.

               (viii) to the knowledge of such counsel, no authorization,
                      consent, approval of or qualification with any federal or
                      state governmental authority is required for the
                      execution, delivery or performance by the Company of this
                      Agreement, except such as have been previously made or
                      obtained, in connection with the distribution of the
                      Shares by the Agent, and except those which, if not made
                      or obtained, will not, individually or in the aggregate,
                      have a material adverse effect on the Company.

               (ix)   nothing has come to the attention of such counsel to cause
                      such counsel to believe that (except for financial
                      statements, projections, schedules and other financial and
                      statistical information included or incorporated by
                      reference in the Registration Statement as to which such
                      counsel need not express any opinion) the Registration
                      Statement contained any untrue statement of a material
                      fact or omitted to state a material fact required to be
                      stated therein or necessary to make the statements
                      therein, in light of the circumstances under which they
                      were made, not misleading, or that the Registration
                      Statement as of the Closing Date, contained any untrue
                      statement of a material fact or omitted to state a
                      material fact necessary in order to make the statements
                      therein, in light of the circumstances under which they
                      were made, not misleading.

               (x)    to such counsel's knowledge, there are no legal or
                      governmental proceedings pending or threatened to which
                      the Company is a party or to which any of the properties
                      of the Company is subject that are not fairly summarized
                      in all material respects in the Registration Statement.

               (xi)   to such counsel's knowledge, after due inquiry, all
                      contracts, indentures, mortgages, loan agreements, leases
                      or other documents to which the Company is a party or to
                      which its business or properties are subject are fairly
                      summarized in all material respects in the

                                       35
<PAGE>
                      Registration Statement; and

               (xii)  after due inquiry, such counsel does not know of any
                      pending or threatened proceeding relating to the
                      revocation or modification of any consent, authorization,
                      approval, order, certificate or permit necessary to the
                      conduct of the business of the Company.

               As to questions of fact material to such opinion, counsel may
               rely on (without independent verification of the accuracy or
               completeness thereof), the representations and warranties of the
               Company contained in this Agreement as well as the Material
               Agreements. The term "Material Agreement", for purposes of such
               opinion, shall mean each of the agreements which has been filed
               with the Securities and Exchange Commission as an exhibit
               (including any document which in lieu of being filed as an
               exhibit, is incorporate by reference or which the Company agrees
               or has agreed to provide to the Securities and Exchange
               Commission upon request) to the Company's most recently-filed
               Annual Report on Form 10-KSB or any subsequently filed report on
               Form 10-QSB of Form 8-K, pursuant to the requirements of Item
               601(b)(10) of SEC Regulation S-B, 17 CFR 228.601(b)(10), as
               amended.

        (b)    On the Closing Date of any Closing hereunder, the Agent shall
               have received from the President of the Company a letter dated as
               of such Closing Date, in form and substance satisfactory to the
               Agent in all respects, concerning the accuracy, to his best
               knowledge and belief, of the financial information included in
               the Prospectus.

        (c)    At the Closing Date of any Closing hereunder, there shall be
               furnished to the Agent a certificate, dated as of such Closing
               Date, signed by the President and Secretary of the Company
               (collectively the "Officers") in form and substance satisfactory
               to the Agent (the "Certificate") to the effect that, to their
               best knowledge and belief:

               (i)    The Officers of the Company have carefully examined the
                      Prospectus, and as of the date of such Certificate, the
                      statements in the Prospectus are true and correct, and the
                      Prospectus does not misstate or omit to state a material
                      fact required to be stated therein or necessary to make
                      the statements therein not untrue or misleading.

               (ii)   The Company has complied with all conditions precedent to
                      the performance of the Agent's obligations under this
                      Agreement.

               (iii)  Each of the representations and warranties of the Company
                      contained in this Agreement was when originally made and
                      is as of the date of such Certificate true and correct.

               (iv)   No order from any regulatory body has been issued and no
                      proceedings have been instituted, or to the knowledge of
                      such Officers contemplated, to prevent the consummation of
                      the Offering.

7.      INDEMNIFICATION.

        (a)    The Company will indemnify and hold harmless the Agent, its
               officers, directors, counsel, representatives and persons who
               control the Agent within the meaning of the Exchange Act, from
               and against all losses, claims, damages and liabilities, joint
               and several, to which any of the aforesaid parties, including the
               Agent (collectively, the "Agent Parties"), may become subject,
               under federal or state securities laws or otherwise, insofar as
               such losses, claims, damages or liabilities (or actions in
               respect thereof) arise out of or are based upon: (I) any untrue
               statement or alleged untrue statement of a material fact
               contained in the Prospectus, or in any Blue Sky application or
               other document executed by the Company or on its behalf for the
               purpose of qualifying any or all of the Stock for sale under the
               securities laws of any jurisdiction, or based upon written
               information furnished by the Company under the securities laws
               thereof (any such application, document, or information being
               hereinafter referred to as a "Blue Sky Application") or (ii) the
               omission to state in the Prospectus, or in any Blue Sky
               Application, a material fact

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               required to be stated therein or necessary to make the statements
               therein, in light of the circumstances under which they were
               made, not misleading. The Company will further reimburse the
               Agent Parties, and each and every one of them, for any legal or
               other expenses reasonably incurred by any one or more of the
               Agent Parties in connection with investigating and defending such
               loss, claim, damage, liability or action; provided, however, that
               the Company will not be liable in any case to the extent that the
               subject loss, claim, damage or liability arises out of, or is
               based upon, an untrue statement or alleged untrue statement or
               omission or alleged omission made in reliance upon and
               nonconformity with written information furnished to the Company
               by the Agent specifically for use in the preparation of the
               subject Prospectus, Blue Sky Application, or any amendment or
               supplement thereto. The indemnity provided for in this Section
               7(a) will be in addition to any liability which the Company may
               otherwise have.

        (b)    The Agent will indemnify and hold harmless the Company, its
               officers, directors, counsel, representatives and persons who
               control the Company which the meaning of the Securities Exchange
               Act of 1934, from and against all losses, claims, damages and
               liabilities, joint and several, to which any of the aforesaid
               parties, including the Company (collectively, the "Company
               Parties"), may become subject, under federal or state securities
               laws or otherwise, insofar as such losses, claims, damages or
               liabilities (or actions in respect thereof) arise out of or are
               based upon: (I) any untrue statement of material fact contained
               in the Prospects, any Blue Sky Application, or any amendment or
               supplement thereto; (ii) the omission to state in the Prospectus,
               any Blue Sky Application, or any amendment or supplement to any
               of the foregoing, a material fact required to be stated therein
               or necessary to make the statements therein not misleading;
               provided, in the case of Sections (7)(b)(I) and (7)(b)(ii) to the
               extent, but only to the extent, that such untrue statement or
               omission was made in reliance upon or in conformity with written
               information furnished to the Company by the Agent specifically
               for use with reference to the Agent in preparation of the
               Prospectus, any Blue Sky Application, or any supplement or
               amendment thereto; or (iii) arising out of any misrepresentation
               by the Agent in this Agreement or any breach of warranty by the
               Agent with respect to this Agreement. The Agent will further
               reimburse the Company Parties for legal or other expenses
               reasonably incurred by the Company Parties in connection with
               investigating or defending any loss, claim, damage, liability or
               action under this Section (7)(b). The indemnification provided
               for in this Section 7(b) shall be in addition to any liability
               which the Agent may otherwise have.

        (c)    Promptly after receipt by an indemnified party under Section
               (7)(a) or (7)(b) above of notice of the commencement of any
               action, such indemnified party shall, if a claim in respect
               thereof is to be made against the indemnifying party under such
               Section, notify the indemnifying party in writing of the
               commencement of the action; but the omission so to notify the
               indemnified part shall not relieve it from any liability which it
               may have to an indemnified party otherwise and under such
               Section. In any case any such action shall be brought against any
               indemnified person, then it shall notify the indemnifying party
               of the commencement thereof, the indemnifying party shall be
               entitled to participate therein, and, to the extent it shall
               wish, jointly with any other indemnifying party similarly
               notified, the indemnifying party may assume the defense thereof,
               with counsel satisfactory to such indemnified party (who may also
               be counsel to the indemnifying party only if the representation
               of both parties does not constitute a conflict) and after notice
               from the indemnifying party to such indemnified party of its
               election so to assume the defense thereof, the indemnifying party
               shall not be liable to such indemnified party under such Section
               for any legal expenses of other counsel or any other expenses, in
               each case subsequently incurred by such indemnified party, in
               connection with the defense thereof other than reasonable costs
               of investigation.

8.      SURVIVAL CLAUSE. The respective indemnities, agreements (including,
        without limitation, the agreement set forth in Section 7 hereof),
        representations, warranties and other statements of the Company and the
        Agent as set forth in this Agreement, shall remain in full force and
        effect, regardless of any investigation (or any statement as to the
        results thereof) made by or behalf of the Agent, any officer or

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        director of the Agent, or counsel therefor, or the Company or any
        officer or director of the Company, or counsel therefor, and shall
        survive any termination of this Agreement and the receipt of any payment
        for the Shares.

9.      NOTICES. All notices under this Agreement shall be in writing and if
        sent to the Agent shall be mailed, delivered or telecopied to the Agent
        at the address first provided above, and if sent to the Company shall be
        mailed or delivered to the Company at its present headquarters address,
        9799 Old St. Augustine Road, Jacksonville, Florida 32257, Attention:
        President or to such other address as may be delivered to the Agent from
        time to time. Any notice shall be deemed to have given when it is
        received by the party to whom it is addressed.

10.     GOVERNING LAW. Except to the extent governed by preemptive federal law,
        this Agreement shall be governed by and construed in accordance with the
        substantive laws of the State of Georgia.

11.     COUNTERPARTS. This Agreement may be executed in one or more
        counterparts, each of which shall be deemed an original, but all of
        which together shall constitute one and the same Agreement.


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.

                                         SUCCESS DEVELOPMENT INTERNATIONAL, INC.

                                          By:
                                               Shawn M. Casey
                                               President and CEO


        ACCEPTED AND AGREED TO this 4th day of February, 1998.


                                                   ATTKISSON CARTER & AKERS


                                                   By:

                                                   Title: