Success Development International, Inc.              EXHIBIT 1

                     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.

<PAGE>
      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

<PAGE>

                  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

<PAGE>

            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

<PAGE>

            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 as follows:

<PAGE>
      (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

<PAGE>

                  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 Registration Statement; and

<PAGE>
            (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

<PAGE>
            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

<PAGE>

      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:


                                  37