[Form of Underwriting Agreement - Subject to Additional Review]


                        2,000,000 Shares of Common Stock

                            URBAN COOL NETWORK, INC.

                             UNDERWRITING AGREEMENT
                             ----------------------


                                                              New York, New York
                                                                          , 2000


SECURITY CAPITAL TRADING, INC.

   As Representative of the
   several Underwriters named
   in Schedule A to Exhibit A
   annexed hereto

520 Madison Avenue
10th Floor
New York, New York 10022

Ladies and Gentlemen:

      Urban Cool Network, Inc., a Delaware corporation (the "Company"), confirms
its agreement with Security Capital Trading,  Inc. ("Security Capital") and each
of  the   underwriters   named  in   Schedule   A  hereto   (collectively,   the
"Underwriters,"  which term shall also include any  underwriter  substituted  as
hereinafter  provided in Section  11),  for whom  Security  Capital is acting as
Representative (in such capacity, Security Capital shall hereinafter be referred
to as "you" or the  "Representative"),  with  respect to the sale by the Company
and the purchase by the Underwriters,  acting severally and not jointly,  of the
respective number of shares ("Shares") of the Company's common stock,  $0.01 par
value per share ("Common Stock"). The aggregate 2,000,000 shares of Common Stock
are hereinafter referred to as the "Firm Securities."

      Upon your  request,  as provided in Section  2(b) of this  Agreement,  the
Company shall also issue and sell to the Underwriters,  acting severally and not
jointly,  up to an additional  300,000 shares of Common Stock for the purpose of
covering  over-allotments,  if any.  Such  300,000  shares of  Common  Stock are
hereinafter  collectively  referred to as the "Option  Securities."  The Company
also  proposes  to  issue  and  sell  to  you  warrants  (the  "Representative's
Warrants")   pursuant   to   the   Representative's   Warrant   Agreement   (the
"Representative's  Warrant Agreement") for the purchase of an additional 200,000
shares of Common Stock. The shares of Common Stock issuable upon exercise of the
Representative's  Warrants are hereinafter referred to as the  "Representative's
Securities." The Firm Securities,  the Option Securities,  the


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Representative's  Warrants and the  Representative's  Securities  (collectively,
hereinafter  referred to as the  "Securities")  are more fully  described in the
Registration Statement and the Prospectus referred to below.

      1.  Representations and Warranties of the Company.  The Company represents
and  warrants  to,  and agrees  with,  each of the  Underwriters  as of the date
hereof,  and as of the Closing  Date (as  hereinafter  defined)  and each Option
Closing Date (as hereinafter defined), if any, as follows:

      (a) The Company has  prepared and filed with the  Securities  and Exchange
Commission  (the  "Commission")  a registration  statement,  and an amendment or
amendments  thereto,  on  Form  S-1  (No.  333-_____),   including  any  related
preliminary prospectus ("Preliminary  Prospectus"),  for the registration of the
Firm Securities, the Option Securities and the Representative's Securities under
the Securities Act of 1933, as amended (the "Act"), which registration statement
and amendment or amendments have been prepared by the Company in conformity with
the requirements of the Act, and the rules and regulations  (the  "Regulations")
of the  Commission  under the Act.  The  Company  will  promptly  file a further
amendment to said registration statement in the form heretofore delivered to the
Underwriters  and will  not  file  any  other  amendment  thereto  to which  the
Underwriters  shall have objected in writing after having been  furnished with a
copy thereof.  Except as the context may otherwise  require,  such  registration
statement,  as amended, on file with the Commission at the time the registration
statement becomes  effective  (including the prospectus,  financial  statements,
schedules,  exhibits  and  all  other  documents  filed  as a  part  thereof  or
incorporated  therein  (including,   but  not  limited  to  those  documents  or
information  incorporated by reference therein) and all information deemed to be
a part thereof as of such time  pursuant to paragraph  (b) of Rule 430(A) of the
Regulations),  is hereinafter called the "Registration Statement",  and the form
of  prospectus  in the form first  filed with the  Commission  pursuant  to Rule
424(b) of the Regulations,  is hereinafter called the "Prospectus." For purposes
hereof,  "Rules and Regulations"  mean the rules and regulations  adopted by the
Commission  under  either the Act or the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"), as applicable.

      (b) Neither the Commission nor any state  regulatory  authority has issued
any order  preventing or suspending the use of any Preliminary  Prospectus,  the
Registration  Statement  or  Prospectus  or  any  part  of  any  thereof  and no
proceedings for a stop order  suspending the  effectiveness  of the Registration
Statement or any of the Company's securities have been instituted or are pending
or threatened.  Each of the Preliminary  Prospectus,  the Registration Statement
and Prospectus at the time of filing thereof  conformed with the requirements of
the Act and the Rules and Regulations,  and none of the Preliminary  Prospectus,
the Registration Statement or Prospectus at the time of filing thereof contained
an 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,  except
that this  representation  and  warranty  does not apply to  statements  made in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company with  respect to the  Underwriters  by or on behalf of the  Underwriters
expressly  for use in such  Preliminary  Prospectus,  Registration  Statement or
Prospectus or any amendment thereof or supplement thereto. The Company has filed
all reports,  forms or other documents required to be filed under the Act or the
Exchange Act and the respective Rules and Regulations  thereunder,  and all such


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<PAGE>

reports,  forms or other  documents,  when so filed or as subsequently  amended,
complied in all  material  respects  with the Act and the  Exchange  Act and the
respective  risks  and  regulations  thereunder  or  any  amendment  thereof  or
supplement thereto.

      (c) When the  Registration  Statement  becomes  effective and at all times
subsequent  thereto up to the Closing  Date (as defined  herein) and each Option
Closing Date (as defined  herein),  if any, and during such longer period as the
Prospectus  may be  required to be  delivered  in  connection  with sales by the
Underwriters  or a dealer,  the  Registration  Statement and the Prospectus will
contain all  statements  which are required to be stated  therein in  accordance
with the Act and the Rules and Regulations, and will conform to the requirements
of the Act and the Rules and Regulations; neither the Registration Statement nor
the Prospectus, nor any amendment or supplement thereto, will contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not  misleading,  provided,  however,
that this  representation  and  warranty  does not apply to  statements  made or
statements  omitted in reliance upon and in strict  conformity with  information
furnished to the Company in writing by or on behalf of any Underwriter expressly
for use in the Preliminary  Prospectus,  Registration Statement or Prospectus or
any amendment thereof or supplement thereto.

      (d)  Each of the  Company,  a  Delaware  corporation,  and  the  Company's
majority-owned  subsidiary,  e-commerce Solutions,  Inc., a Delaware corporation
(such subsidiary is hereinafter referred to as the "Subsidiary"),  has been duly
organized and is validly  existing as a corporation  in good standing  under the
laws  of the  jurisdiction  of its  organization.  Except  as set  forth  in the
Prospectus,  neither  the  Company  nor the  Subsidiary  owns an interest in any
corporation, partnership, trust, joint venture or other business entity. Each of
the  Company and the  Subsidiary  is duly  qualified  and  licensed  and in good
standing as a foreign corporation in each jurisdiction in which its ownership or
leasing of any  properties  or the  character of its  operations  requires  such
qualification or licensing. The Company owns, directly or indirectly,  sixty six
and  two-thirds  percent  (66 2/3%) of the  outstanding  capital  stock or other
ownership interests of the Subsidiary, and all of such shares or other ownership
interests have been validly issued, are fully paid and non-assessable,  were not
issued in violation of any preemptive rights and are owned free and clear of any
liens, charges, claims,  encumbrances,  pledges, security interests,  defects or
other  restrictions or equities of any kind whatsoever.  Each of the Company and
the Subsidiary has all requisite power and authority  (corporate and other), and
has obtained any and all necessary authorizations,  approvals, orders, licenses,
certificates,  franchises and permits of and from all governmental or regulatory
officials and bodies (including,  without limitation,  those having jurisdiction
over  environmental  or similar  matters),  to own or lease its  properties  and
conduct its business as described in the Prospectus; each of the Company and the
Subsidiary  is  and  has  been  doing  business  in  compliance  with  all  such
authorizations,   approvals,  orders,  licenses,  certificates,  franchises  and
permits and all applicable  federal,  state,  local and foreign laws,  rules and
regulations;  and neither the Company nor the Subsidiary has received any notice
of  proceedings   relating  to  the  revocation  or  modification  of  any  such
authorization,  approval,  order,  license,  certificate,  franchise,  or permit
which,  singly or in the aggregate,  if the subject of an unfavorable  decision,
ruling  or  finding,  would  materially  and  adversely  affect  the  condition,
financial or otherwise, or the earnings, position,  prospects, value, operation,
properties,  business or results of operations of the Company or the Subsidiary.
The disclosures in the Registration Statement concerning the effects of federal,
state, local and foreign laws, rules


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<PAGE>

and  regulations  on the  Company's and the  Subsidiary's  business as currently
conducted and as  contemplated  are correct in all material  respects and do not
omit to state a material fact required to be stated therein or necessary to make
the statements  contained  therein not misleading in light of the  circumstances
under which they were made.

      (e)  The  Company   has  a  duly   authorized,   issued  and   outstanding
capitalization  as  set  forth  in the  Prospectus  under  "CAPITALIZATION"  and
"DESCRIPTION OF SECURITIES" and will have the adjusted  capitalization set forth
therein on the Closing Date and each Option Closing Date, if any, based upon the
assumptions  set forth therein,  and neither the Company nor the Subsidiary is a
party to or bound by any instrument,  agreement or other  arrangement  providing
for  it  to  issue  any  capital  stock,  rights,  warrants,  options  or  other
securities,  except for this Agreement,  the Representative's  Warrant Agreement
and as described in the  Prospectus.  The  Securities  and all other  securities
issued or  issuable by the  Company  conform or, when issued and paid for,  will
conform, in all respects to all statements with respect thereto contained in the
Registration Statement and the Prospectus. All issued and outstanding securities
of the Company and the Subsidiary  have been duly  authorized and validly issued
and are fully paid and  non-assessable and the holders thereof have no rights of
rescission with respect  thereto,  and are not subject to personal  liability by
reason  of being  such  holders;  and none of such  securities  were  issued  in
violation of the preemptive rights of any holders of any security of the Company
or  Subsidiary  or  similar   contractual  rights  granted  by  the  Company  or
Subsidiary.  The Securities are not and will not be subject to any preemptive or
other similar rights of any  stockholder,  have been duly  authorized  and, when
issued,  paid for and  delivered in accordance  with the terms  hereof,  will be
validly  issued,   fully  paid  and  non-assessable  and  will  conform  to  the
description thereof contained in the Prospectus; the holders thereof will not be
subject to any liability  solely as such holders;  all corporate action required
to be taken for the  authorization,  issue and sale of the  Securities  has been
duly and validly taken; and the certificates representing the Securities will be
in due and proper form.  Upon the  issuance  and delivery  pursuant to the terms
hereof and the  Representative's  Warrant Agreement of the Securities to be sold
by the Company hereunder,  the Underwriters or the  Representative,  as the case
may be, will acquire good and marketable title to such Securities free and clear
of any lien, charge, claim,  encumbrance,  pledge, security interest,  defect or
other restriction or equity of any kind whatsoever.

      (f) The financial  statements of the Company and the Subsidiary,  together
with the related  notes and  schedules  thereto,  included  in the  Registration
Statement,  each  Preliminary  Prospectus and the Prospectus  fairly present the
financial  position,  income,  changes  in cash flow,  changes in  stockholders'
equity and the results of  operations  of the Company and the  Subsidiary at the
respective dates and for the respective  periods to which they apply and the pro
forma and the as adjusted  financial  information  included in the  Registration
Statement and Prospectus  presents fairly on a basis consistent with that of the
audited financial statements included therein,  what the Company's pro forma and
as adjusted  capitalization would have been for the respective periods and as of
the respective  dates to which they apply after giving effect to the adjustments
described  therein.  Such financial  statements have been prepared in conformity
with generally  accepted  accounting  principles and the Rules and  Regulations,
consistently   applied  throughout  the  periods  involved  and  such  financial
statements  as are audited have been  examined by Richard A. Eisner & Co.,  LLP,
who are independent  certified public  accountants within the meaning of the Act
and the Rules and Regulations,  as indicated in their  respective  reports filed
therewith.  There  has  been  no  adverse  change  or  development  involving  a
prospective change in the


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<PAGE>

condition,  financial or  otherwise,  or in the earnings,  position,  prospects,
value, operation,  properties, business, or results of operations of the Company
or the  Subsidiary,  whether or not arising in the ordinary  course of business,
since  the  date  of the  financial  statements  included  in  the  Registration
Statement and the  Prospectus  and the  outstanding  debt,  the  property,  both
tangible and  intangible,  and the  business of the Company and the  Subsidiary,
conform in all material  respects to the descriptions  thereof  contained in the
Registration  Statement and the Prospectus.  Financial  information  (including,
without  limitation,  any pro  forma  financial  information)  set  forth in the
Prospectus under the headings  "Summary  Financial  Data,"  "Selected  Financial
Data,"  "Capitalization," and "Management's Discussion and Analysis of Financial
Condition and Plan of  Operation,"  fairly  present,  on the basis stated in the
Prospectus,  the  information  set forth therein,  and have been derived from or
compiled on a basis  consistent  with that of the audited  financial  statements
included in the Prospectus; and, in the case of pro forma financial information,
if any, the assumptions  used in the preparation  thereof are reasonable and the
adjustments  used therein are appropriate to give effect to the transactions and
circumstances  referred to therein. The amounts shown as accrued for current and
deferred income and other taxes in such financial  statements are sufficient for
the  payment of all  accrued  and unpaid  domestic  and  foreign  income  taxes,
interest,  penalties,  assessments or deficiencies applicable to the Company and
the Subsidiary,  whether  disputed or not, for the applicable  period then ended
and periods prior  thereto;  adequate  allowance for doubtful  accounts has been
provided for  unindemnified  losses due to the operations of the Company and the
Subsidiary;  and the statements of income do not contain any items of special or
nonrecurring  income not earned in the ordinary  course of  business,  except as
specified in the notes thereto.

      (g) Each of the  Company  and the  Subsidiary  (i) has  paid all  federal,
state,  local  and  foreign  taxes for which it is  liable,  including,  but not
limited to, withholding taxes and amounts payable under Chapter 21 through 24 of
the Internal  Revenue Code of 1986, as amended (the  "Code"),  and has furnished
all information returns it is required to furnish pursuant to the Code, (ii) has
established  adequate reserves for such taxes which are not due and payable, and
(iii)  does not have any tax  deficiency  or  claims  outstanding,  proposed  or
assessed against it.

      (h) No transfer  tax,  stamp duty or other similar tax is payable by or on
behalf of the Underwriters in connection with (i) the issuance by the Company of
the Securities, (ii) the purchase by the Underwriters of the Firm Securities and
the Option Securities from the Company and the purchase by the Representative of
the  Representative's  Warrants from the Company,  (iii) the consummation by the
Company of any of its obligations  under this Agreement or the  Representative's
Warrant  Agreement,  or (iv)  resales  of the  Firm  Securities  and the  Option
Securities in connection with the distribution contemplated hereby.

      (i) Each of the Company and the Subsidiary  maintains  insurance policies,
including, but not limited to, general liability, and property insurance,  which
insures each of the Company,  the  Subsidiary  and their  respective  employees,
against  such  losses  and  risks   generally   insured  against  by  comparable
businesses. Neither the Company nor the Subsidiary (A) has failed to give notice
or present any  insurance  claim with respect to any matter,  including  but not
limited to the Company's or Subsidiary's business,  property or employees, under
any  insurance  policy or surety  bond in a due and timely  manner,  (B) has any
disputes or claims against any underwriter of such insurance  policies or surety
bonds or has failed to pay any premiums due and payable  thereunder,  or (C) has
failed to comply with all conditions contained in such insurance


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<PAGE>

policies and surety bonds.  There are no facts or  circumstances  under any such
insurance  policy  or  surety  bond  which  would  relieve  any  insurer  of its
obligation to satisfy in full any valid claim of the Company or the Subsidiary.

      (j)  There  is  no  action,  suit,   proceeding,   inquiry,   arbitration,
investigation,   litigation  or  governmental  proceeding  (including,   without
limitation,  those having  jurisdiction over  environmental or similar matters),
domestic or foreign,  pending or threatened  against (or circumstances  that may
give rise to the same),  or involving the properties or business of, the Company
or the  Subsidiary  which (i) questions the validity of the capital stock of the
Company,  this Agreement or the  Representative's  Warrant Agreement,  or of any
action  taken or to be taken by the Company  pursuant to or in  connection  with
this Agreement or the Representative's Warrant Agreement, (ii) is required to be
disclosed in the  Registration  Statement  which is not so  disclosed  (and such
proceedings  as are  summarized in the  Registration  Statement  are  accurately
summarized in all material  respects),  or (iii) might  materially and adversely
affect  the  condition,  financial  or  otherwise,  or the  earnings,  position,
prospects,  stockholders'  equity,  value,  operation,  properties,  business or
results of operations of the Company or the Subsidiary.

      (k) The Company has full legal right,  power and  authority to  authorize,
issue,  deliver  and sell the  Securities,  enter  into this  Agreement  and the
Representative's  Warrant Agreement and to consummate the transactions  provided
for in this  Agreement  and the  Representative's  Warrant  Agreement;  and this
Agreement and the  Representative's  Warrant  Agreement  have each been duly and
properly  authorized,  executed  and  delivered  by the  Company.  Each  of this
Agreement and the Representative's  Warrant Agreement constitutes a legal, valid
and  binding  agreement  of the  Company  enforceable  against  the  Company  in
accordance  with its  terms,  and none of the  Company's  issue  and sale of the
Securities,  execution  or delivery of this  Agreement  or the  Representative's
Warrant Agreement, its performance hereunder and thereunder, its consummation of
the transactions contemplated herein and therein, or the conduct of its business
as described in the Registration Statement,  the Prospectus,  and any amendments
or supplements thereto,  conflicts with or will conflict with or results or will
result in any  breach or  violation  of any of the  terms or  provisions  of, or
constitutes  or will  constitute a default  under,  or result in the creation or
imposition of any lien, charge, claim,  encumbrance,  pledge, security interest,
defect or other  restriction or equity of any kind whatsoever upon, any property
or assets (tangible or intangible) of the Company or the Subsidiary  pursuant to
the terms of (i) the  Certificate of  Incorporation  or Bylaws of the Company or
the Certificate of Incorporation or Bylaws of the Subsidiary,  (ii) any license,
contract, collective bargaining agreement,  indenture,  mortgage, deed of trust,
lease,  voting trust  agreement,  stockholders  agreement,  note, loan or credit
agreement or other  instrument  evidencing an obligation for borrowed  money, or
any other  agreement or instrument  to which the Company or the  Subsidiary is a
party or by which the Company or the  Subsidiary  is or may be bound or to which
any of its or their  properties or assets  (tangible or intangible) is or may be
subject, or any indebtedness,  or (iii) any statute,  judgment,  decree,  order,
rule  or  regulation  applicable  to  the  Company  or  the  Subsidiary  of  any
arbitrator,   court,   regulatory  body  or   administrative   agency  or  other
governmental  agency  or  body  (including,  without  limitation,  those  having
jurisdiction over environmental or similar matters), domestic or foreign, having
jurisdiction  over  the  Company  or the  Subsidiary  or  any  of  its or  their
respective activities or properties.


                                       6
<PAGE>

      (l) No consent,  approval,  authorization or order of, and no filing with,
any arbitrator, court, regulatory body, administrative agency, government agency
or other  body,  domestic  or  foreign,  is  required  for the  issuance  of the
Securities  pursuant to the  Prospectus  and the  Registration  Statement,  this
Agreement and the  Representative's  Warrant Agreement,  the performance of this
Agreement  and the  Representative's  Warrant  Agreement  and  the  transactions
contemplated hereby and thereby, including without limitation, any waiver of any
preemptive, first refusal or other rights that any entity or person may have for
the issue and/or sale of any of the Securities,  except such as have been or may
be obtained under the Act or may be required under state  securities or Blue Sky
laws and the rules of the National Association of Securities Dealers,  Inc. (the
"NASD") in connection with the  Underwriters'  purchase and  distribution of the
Firm Securities and the Option Securities,  and the Representative's Warrants to
be sold by the Company hereunder.

      (m) All executed  agreements,  contracts  or other  documents or copies of
executed  agreements,  contracts  or other  documents  filed as  exhibits to the
Registration  Statement to which the Company or the  Subsidiary is a party or by
which  it or they may be bound  or to  which  its or  their  respective  assets,
properties  or business  may be subject  have been duly and validly  authorized,
executed and delivered by the Company or the Subsidiary, as the case may be, and
constitute  the  legal,  valid and  binding  agreements  of the  Company  or the
Subsidiary,  as the case may be,  enforceable  against it in accordance with its
terms. The descriptions in the Registration  Statement of agreements,  contracts
and other documents are accurate and fairly present the information  required to
be shown  with  respect  thereto  by Form  S-1,  and  there  are no  agreements,
contracts  or other  documents  which are required by the Act to be described in
the Registration  Statement or filed as exhibits to the  Registration  Statement
which are not described or filed as required,  and the exhibits  which have been
filed are complete and correct  copies of the documents of which they purport to
be copies.

      (n)  Subsequent to the  respective  dates as of which  information  is set
forth in the Registration Statement and Prospectus,  and except as may otherwise
be  indicated  or  contemplated  herein or therein,  neither the Company nor the
Subsidiary   has  (i)  issued  any  securities  or  incurred  any  liability  or
obligation,  direct or  contingent,  for borrowed  money,  (ii) entered into any
transaction other than in the ordinary course of business,  or (iii) declared or
paid any dividend or made any other distribution on or in respect of its capital
stock of any class,  and there has not been any change in the capital stock,  or
any change in the debt (long or short term) or liabilities  or material  adverse
change  in  or  affecting  the  condition,  financial  or  otherwise,  earnings,
prospects,  stockholders' equity,  value,  operations,  properties,  business or
results of operations of the Company or the Subsidiary.

      (o) No default exists in the due  performance  and observance of any term,
covenant or condition of any license, contract, collective bargaining agreement,
indenture,  mortgage,  installment sale agreement,  lease, deed of trust, voting
trust agreement,  stockholders agreement,  partnership agreement,  note, loan or
credit  agreement,   purchase  order,  or  any  other  agreement  or  instrument
evidencing an obligation for borrowed money, or any other material  agreement or
instrument  to which the  Company or the  Subsidiary  is a party or by which the
Company  or the  Subsidiary  may be bound or to which  the  property  or  assets
(tangible  or  intangible)  of the  Company  or the  Subsidiary  is  subject  or
affected.


                                       7
<PAGE>

      (p)  Each of the  Company  and the  Subsidiary  has  generally  enjoyed  a
satisfactory  employer-employee  relationship  with  its  employees  and  is  in
compliance  with all  federal,  state,  local and foreign  laws and  regulations
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment and wages and hours.  There are no pending  investigations  involving
the Company or the  Subsidiary  by the U.S.  Department  of Labor,  or any other
governmental  agency  responsible  for the  enforcement of such federal,  state,
local or foreign laws and regulations.  There is no unfair labor practice charge
or  complaint  against the Company or the  Subsidiary  or any  lockout,  strike,
picketing,  boycott, dispute, slowdown or stoppage pending or threatened against
or involving the Company or the Subsidiary,  or any predecessor entity, and none
has ever occurred. No representation question exists respecting the employees of
the  Company  or the  Subsidiary,  and no  collective  bargaining  agreement  or
modification  thereof  is  currently  being  negotiated  by the  Company  or the
Subsidiary.  No grievance or arbitration proceeding is pending under any expired
or existing collective  bargaining  agreements of the Company or the Subsidiary.
No labor dispute with the employees of the Company or the Subsidiary exists, or,
is imminent.

      (q)  Neither  the  Company  nor  the  Subsidiary  maintains,  sponsors  or
contributes to any program or arrangement  that is an "employee  pension benefit
plan," an "employee  welfare  benefit plan," or a  "multiemployer  plan" as such
terms are  defined  in  Sections  3(2),  3(1) and  3(37),  respectively,  of the
Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA") ("ERISA
Plans"). Neither the Company nor the Subsidiary maintains or contributes, now or
at any time  previously,  to a defined benefit plan, as defined in Section 3(35)
of ERISA.  No ERISA  Plan (or any trust  created  thereunder)  has  engaged in a
"prohibited  transaction"  within the meaning of Section 406 of ERISA or Section
4975 of the Code,  which could subject the Company or the  Subsidiary to any tax
penalty on prohibited  transactions and which has not adequately been corrected.
Neither  the  Company  nor the  Subsidiary  has  ever  completely  or  partially
withdrawn from a "multiemployer plan."

      (r) Neither the Company, the Subsidiary nor any of its or their respective
employees, directors, stockholders,  partners, or affiliates (within the meaning
of the Rules and  Regulations)  of any of the  foregoing has taken or will take,
directly or indirectly, any action designed to or which has constituted or which
might be expected to cause or result in, under the Exchange  Act, or  otherwise,
stabilization  or  manipulation  of the price of any  security of the Company to
facilitate the sale or resale of the Securities or otherwise.

      (s) Except as otherwise disclosed in the Prospectus,  none of the patents,
patent applications,  trademarks, service marks, trade names and copyrights, and
licenses and rights to the foregoing  presently  owned or held by the Company or
the  Subsidiary,  are in  dispute or are in any  conflict  with the right of any
other person or entity.  Each of the Company and the  Subsidiary (i) owns or has
the right to use, free and clear of all liens,  charges,  claims,  encumbrances,
pledges,  security  interests,  defects or other restrictions or equities of any
kind whatsoever,  all patents, patent applications,  trademarks,  service marks,
service names,  trade names and  copyrights,  technology and licenses and rights
with  respect  to the  foregoing,  used in the  conduct of its  business  as now
conducted  or proposed to be  conducted  without  infringing  upon or  otherwise
acting  adversely to the right or claimed  right of any person,  corporation  or
other  entity  under or with  respect  to any of the  foregoing  and (ii) is not
obligated  or under  any  liability  whatsoever  to make any  payment  by way of
royalties, fees or otherwise to any owner or


                                       8
<PAGE>

licensee of, or other claimant to, any patent,  patent  application,  trademark,
service mark,  service names,  trade name,  copyright,  know-how,  technology or
other  intangible  asset,  with respect to the use thereof or in connection with
the conduct of its business or otherwise.

      There is no action, suit, proceeding, inquiry, arbitration, investigation,
litigation or governmental or other proceeding,  domestic or foreign, pending or
threatened (or  circumstances  that may give rise to the same) which  challenges
the  exclusive  rights of the  Company  or the  Subsidiary  with  respect to any
trademarks,  trade names,  service marks,  service names,  copyrights,  patents,
patent  applications  or licenses or rights to the foregoing used in the conduct
of its business,  or which challenges the right of the Company or the Subsidiary
to use any technology  presently used or  contemplated to be used in the conduct
of business.

      (t) Each of the Company and the Subsidiary  owns and has the  unrestricted
right to use all trade secrets,  know-how (including all other unpatented and/or
unpatentable  proprietary or confidential  information,  systems or procedures),
inventions,  designs,  processes,  works of  authorship,  computer  programs and
technical data and information  (collectively  herein  "intellectual  property")
that are material to the  development,  manufacture,  operation  and sale of all
products  and  services  sold  or  proposed  to be sold  by the  Company  or the
Subsidiary, free and clear of and without violating any right, lien, or claim of
others, including without limitation, former employers of its employees.

      (u) Each of the Company and the Subsidiary  has good and marketable  title
to,  or valid  and  enforceable  leasehold  estates  in,  all  items of real and
personal property stated in the Prospectus to be owned or leased by it, free and
clear of all liens, charges, claims, encumbrances,  pledges, security interests,
defects,  or other  restrictions or equities of any kind whatsoever,  other than
those referred to in the Prospectus and liens for taxes not yet due and payable.

      (v)  Richard A.  Eisner & Company,  LLP.,  whose  report is filed with the
Commission as a part of the Registration  Statement,  are independent  certified
public accountants as required by the Act and the Rules and Regulations.

      (w) The  Company  has  caused  to be duly  executed  legally  binding  and
enforceable  agreements  pursuant  to  which  each  of the  Company's  officers,
directors,  stockholders  and holders of securities  exchangeable or exercisable
for or  convertible  into shares of Common Stock has agreed not to,  directly or
indirectly,  issue, offer, offer to sell, sell, grant any option for the sale or
purchase of, assign,  transfer,  pledge,  hypothecate  or otherwise  encumber or
dispose  of  any  shares  of  Common  Stock  or  securities   convertible  into,
exercisable or exchangeable for or evidencing any right to purchase or subscribe
for any shares of Common  Stock  (either  pursuant  to Rule 144 of the Rules and
Regulations  or otherwise) or dispose of any beneficial  interest  therein for a
period of not less than thirteen (13) months following the effective date of the
Registration  Statement (the "Lock-Up Period") without the prior written consent
of the  Representative  and the Company.  During the thirteen  (13) month period
commencing  on the effective  date of the  Registration  Statement,  the Company
shall  not,  without  the prior  written  consent of the  Representative,  sell,
contract or offer to sell,  issue,  transfer,  assign,  pledge,  distribute,  or
otherwise  dispose of,  directly or  indirectly,  any securities or any options,
rights or warrants  with respect to any  securities.  The Company will cause the
Transfer Agent (as


                                       9
<PAGE>

hereinafter  defined)  to mark  an  appropriate  legend  on the  face  of  stock
certificates  representing  all of such  securities and to place "stop transfer"
orders on the Company's stock ledgers.

      (x)  There  are  no   claims,   payments,   issuances,   arrangements   or
understandings,  whether  oral or  written,  for  services  in the  nature  of a
finder's or origination fee with respect to the sale of the Securities hereunder
or any other arrangements, agreements, understandings, payments or issuance with
respect  to  the  Company,  or any of  its  officers,  directors,  stockholders,
partners,   employees  or   affiliates,   that  may  affect  the   Underwriters'
compensation, as determined by the NASD.

      (y) The Common Stock has been  approved for listing on the American  Stock
Exchange ("AMEX").

      (z) Neither the Company, the Subsidiary nor any of its or their respective
officers,  employees, agents or any other person acting on behalf of the Company
or the  Subsidiary  has,  directly  or  indirectly,  given or agreed to give any
money,  gift or similar benefit (other than legal price concessions to customers
in the ordinary course of business) to any customer, supplier, employee or agent
of a customer or supplier,  or official or employee of any  governmental  agency
(domestic or foreign) or instrumentality of any government (domestic or foreign)
or any political  party or candidate  for office  (domestic or foreign) or other
person who was,  is, or may be in a position  to help or hinder the  business of
the  Company  or the  Subsidiary  (or assist the  Company or the  Subsidiary  in
connection with any actual or proposed  transaction) which (a) might subject the
Company or the Subsidiary,  or any other such person to any damage or penalty in
any civil,  criminal or  governmental  litigation  or  proceeding  (domestic  or
foreign), (b) if not given in the past, might have had a material adverse effect
on the assets,  business or operations of the Company or the Subsidiary,  or (c)
if not continued in the future,  might  adversely  affect the assets,  business,
condition,  financial  or  otherwise,  earnings,  position,  properties,  value,
operations or prospects of the Company or the Subsidiary. The Company's internal
accounting  controls  are  sufficient  to cause the  Company to comply  with the
Foreign Corrupt Practices Act of 1977, as amended.

      (aa)  Except  as  set  forth  in the  Prospectus,  no  officer,  director,
stockholder or partner of the Company,  or any  "affiliate"  or "associate"  (as
these terms are defined in Rule 405 promulgated under the Rules and Regulations)
of any of the foregoing  persons or entities has or has had,  either directly or
indirectly, (i) an interest in any person or entity which (A) furnishes or sells
services or products which are furnished or sold or are proposed to be furnished
or sold by the  Company or the  Subsidiary,  or (B)  purchases  from or sells or
furnishes  to the Company or the  Subsidiary  any goods or  services,  or (ii) a
beneficial  interest in any  contract or  agreement  to which the Company or the
Subsidiary  is a party or by which it may be bound or  affected.  Except  as set
forth in the  Prospectus  under  "Certain  Transactions,"  there are no existing
agreements,   arrangements,   understandings   or   transactions,   or  proposed
agreements,  arrangements,  understandings or transactions, between or among the
Company  or  the  Subsidiary,  and  any  officer,  director,  or 5%  or  greater
securityholder of the Company, or any partner,  affiliate or associate of any of
the foregoing persons or entities.


                                       10
<PAGE>

      (bb) Any certificate  signed by any officer of the Company,  and delivered
to the  Underwriters  or to  Underwriters'  Counsel (as defined herein) shall be
deemed a  representation  and warranty by the Company to the  Underwriters as to
the matters covered thereby.

      (cc) The minute books of each of the Company and the Subsidiary  have been
made  available  to the  Underwriters  and  contain a  complete  summary  of all
meetings  and  actions  of the  directors  (including  committees  thereof)  and
stockholders  of the  Company  and the  Subsidiary,  since  the  time  of  their
respective  incorporation,  and  reflect  all  transactions  referred to in such
minutes accurately in all material respects.

      (dd) Except and to the extent  described in the Prospectus,  no holders of
any securities of the Company or of any options,  warrants or other  convertible
or  exchangeable  securities  of the  Company  have  the  right to  include  any
securities  issued  by  the  Company  in  the  Registration   Statement  or  any
registration  statement  to be filed by the Company or to require the Company to
file a  registration  statement  under the Act and no person or entity holds any
anti-dilution rights with respect to any securities of the Company.

      (ee)  The  Company  has  as of the  effective  date  of  the  Registration
Statement entered into an employment agreement with each of Jacob R. Miles, III,
Barry  Levine,  Terrence  B.  Reddy and  Anthony  Winston  in the form  filed as
Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to the Registration Statement.

      (ff) The Company  confirms as of the date hereof that it is in  compliance
with all  provisions  of Section 1 of Laws of Florida,  Chapter  92-198,  An Act
Relating to Disclosure  of Doing  Business  with Cuba,  and the Company  further
agrees that if it or any  affiliate  commences  engaging  in  business  with the
government  of Cuba or with any  person or  affiliate  located in Cuba after the
date  the  Registration  Statement  becomes  or has  become  effective  with the
Commission  or  with  the  Florida   Department  of  Banking  and  Finance  (the
"Department"),  whichever  date is  later,  or if the  information  reported  or
incorporated by reference in the Prospectus,  if any,  concerning the Company's,
or any affiliate's,  business with Cuba or with any person or affiliate  located
in Cuba  changes in any material  way,  the Company will provide the  Department
notice of such business or change,  as appropriate,  in a form acceptable to the
Department.

      (gg) Neither the Company nor the  Subsidiary is, and upon the issuance and
sale of the  Securities as herein  contemplated  and the  application of the net
proceeds  therefrom  as described  in the  Prospectus  under the caption "Use of
Proceeds"  will be, an  "investment  company"  or an entity  "controlled"  by an
"investment  company" as such terms are defined in the Investment Company Act of
1940, as amended (the "1940 Act").

      (hh) Each of the Company and the Subsidiary maintains a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations;   (ii)   transactions   are  recorded  as  necessary  to  permit
preparations  of financial  statements in  conformity  with  generally  accepted
accounting principles and to maintain accountability for assets; (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorizations; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.


                                       11
<PAGE>

      (ii) The computer  systems,  technology,  products  and software  owned or
licensed  by each of the  Company  and the  Subsidiary,  and  which  each of the
Company and the Subsidiary  proposes to acquire or license,  in order to conduct
its business can accurately (i) process,  record,  store,  calculate and present
calendrical  data  including,  but not limited to,  calculating,  comparing  and
sequencing  from, into and between dates in the twentieth  century  (through the
year 1999),  the year 2000 and the  twenty-first  century,  including  leap year
calculations,   (ii)  create,  calculate,   recognize,  accept  display,  store,
retrieve,   access,  compare,  sort,  manipulate,  or  process  any  information
dependent  on or relating to dates on or after  December  31, 1999 or  otherwise
provide use of dates or date dependent or date related data, including,  but not
limited to, century recognition,  day-of-the-week recognition,  leap years, date
values  and  interfaces  of  date  funtionalities,  without  loss  of  accuracy,
functionality,  data  integrity and  performance  and (iii) respond to two-digit
input in a way that resolves ambiguity as to century in a disclosed, defined and
pre-determined manner (collectively, "Year 2000 Compliant"). Each of the Company
and the Subsidiary  has taken all  reasonable  steps to ensure that its products
and  services  will lose no  funtionality  with respect to the  introduction  of
records  containing  dates  falling on or after  January 1,  2000.  Neither  the
Company  nor the  Subsidiary  has  specific  information  that would cause it to
believe that any of its material vendors, suppliers,  licensors or collaborators
is not similarly situated.  The year disclosure in the Registration Statement is
accurate and complies in all material respects with the rules and regulations of
the Act.

2. Purchase, Sale and Delivery of the Securities.

      (a) On  the  basis  of  the  representations,  warranties,  covenants  and
agreements herein contained,  but subject to the terms and conditions herein set
forth,  the Company agrees to sell to each  Underwriter,  and each  Underwriter,
severally  and not  jointly,  agrees to purchase  from the Company at a price of
$_______ [93% of the initial  public  offering  price per share of Common Stock]
per share of Common Stock,  that number of Firm Securities set forth in Schedule
A  opposite  the name of such  Underwriter,  subject to such  adjustment  as the
Representative  in its sole  discretion  shall  make to  eliminate  any sales or
purchases of fractional  shares,  plus any additional  number of Firm Securities
which  such  Underwriter  may  become  obligated  to  purchase  pursuant  to the
provisions of Section 11 hereof.

      (b)  In  addition,  on  the  basis  of  the  representations,  warranties,
covenants  and  agreements  herein  contained,  but  subject  to the  terms  and
conditions  herein  set  forth,  the  Company  hereby  grants  an  option to the
Underwriters,  severally  and not  jointly,  to  purchase  all or any part of an
additional  300,000 shares of Common Stock at a price of $_________ per share of
Common  Stock  [93% of the  initial  public  offering  price per share of Common
Stock]. The option granted hereby will expire forty-five (45) days after (i) the
date the Registration  Statement becomes  effective,  if the Company has elected
not to rely on Rule 430A  under the Rules and  Regulations,  or (ii) the date of
this Agreement if the Company has elected to rely upon Rule 430A under the Rules
and Regulations, and may be exercised in whole or in part from time to time only
for the purpose of covering over-allotments which may be made in connection with
the  offering  and  distribution  of the  Firm  Securities  upon  notice  by the
Representative  to the Company setting forth the number of Option  Securities as
to which the several  Underwriters  are then  exercising the option and the time
and date of payment and delivery for any such Option  Securities.  Any such time
and date of delivery (an "Option Closing Date") shall be determined


                                       12
<PAGE>

by the Representative,  but shall not be later than three (3) full business days
after the exercise of said option,  nor in any event prior to the Closing  Date,
as hereinafter  defined,  unless otherwise agreed upon by the Representative and
the Company.  Nothing herein  contained shall obligate the  Underwriters to make
any  over-allotments.  No Option  Securities  shall be delivered unless the Firm
Securities  shall be  simultaneously  delivered or shall  theretofore  have been
delivered as herein provided.

      (c) Payment of the purchase price for, and delivery of  certificates  for,
the Firm Securities  shall be made at the offices of the  Representative  at 520
Madison Avenue,  10th Floor, New York, New York 10022, or at such other place as
shall be agreed upon by the  Representative  and the Company.  Such delivery and
payment shall be made at 10:00 a.m. (New York City time) on ________, 2000 or at
such other time and date as shall be agreed upon by the  Representative  and the
Company,  but not less than three (3) nor more than five (5) full  business days
after the effective date of the  Registration  Statement  (such time and date of
payment and delivery being herein called the "Closing  Date").  In addition,  in
the  event  that  any or  all of the  Option  Securities  are  purchased  by the
Underwriters,  payment of the purchase  price for, and delivery of  certificates
for, such Option Securities shall be made at the  above-mentioned  office of the
Representative  or  at  such  other  place  as  shall  be  agreed  upon  by  the
Representative  and the Company on each Option  Closing Date as specified in the
notice from the Representative to the Company.  Delivery of the certificates for
the Firm  Securities  and the Option  Securities,  if any,  shall be made to the
Underwriters against payment by the Underwriters,  severally and not jointly, of
the purchase price for the Firm Securities and the Option Securities, if any, to
the order of the Company for the Firm Securities and the Option  Securities,  if
any, by New York  Clearing  House funds.  In the event such option is exercised,
each of the Underwriters,  acting severally and not jointly, shall purchase that
proportion of the total number of Option  Securities  then being purchased which
the number of Firm  Securities set forth in Schedule A hereto  opposite the name
of such  Underwriter  bears to the total number of Firm  Securities,  subject in
each case to such adjustments as the Representative in its discretion shall make
to eliminate any sales or purchases of fractional  shares.  Certificates for the
Firm Securities and the Option Securities, if any, shall be in definitive, fully
registered  form,  shall  bear  no  restrictive  legends  and  shall  be in such
denominations  and registered in such names as the  Underwriters  may request in
writing at least two (2) business days prior to the Closing Date or the relevant
Option  Closing  Date,  as the  case  may be.  The  certificates  for  the  Firm
Securities  and the Option  Securities,  if any,  shall be made available to the
Representative  at such  office or such other  place as the  Representative  may
designate for inspection,  checking and packaging no later than 9:30 a.m. on the
last business day prior to the Closing Date or the relevant Option Closing Date,
as the case may be.

      (d) On  the  Closing  Date,  the  Company  shall  issue  and  sell  to the
Representative  Representative's  Warrants  at a  purchase  price of $.0001  per
warrant,  which  Representative's  Warrants shall entitle the holders thereof to
purchase an aggregate of 200,000  shares of Common Stock.  The  Representative's
Warrants shall be exercisable for a period of four (4) years  commencing one (1)
year from the effective date of the  Registration  Statement at a price equaling
one hundred  twenty percent  (120%) of the  respective  initial public  offering
price of the Shares. The Representative's  Warrant Agreement and form of Warrant
Certificate  shall be  substantially  in the form  filed as  Exhibit  ___ to the
Registration Statement.  Payment for the Representative's Warrants shall be made
on the Closing Date.


                                       13
<PAGE>

      3. Public Offering of the Shares. As soon after the Registration Statement
becomes effective as the Representative deems advisable,  the Underwriters shall
make a public offering of the Firm Securities and such Option  Securities as the
Representative  may determine (other than to residents of or in any jurisdiction
in  which  qualification  of the  Securities  is  required  and has  not  become
effective)  at the price and upon the other  terms set forth in the  Prospectus.
The  Representative  may from  time to time  increase  or  decrease  the  public
offering price after  distribution  of the Securities has been completed to such
extent  as the  Representative,  in its sole  discretion  deems  advisable.  The
Underwriters may enter into one of more agreements as the Underwriters,  in each
of their sole  discretion,  deem advisable with one or more  broker-dealers  who
shall act as dealers in connection with such public offering.

      4.  Covenants  and  Agreements of the Company.  The Company  covenants and
agrees with each of the Underwriters as follows:

      (a) The  Company  shall use its best  efforts  to cause  the  Registration
Statement  and any  amendments  thereto  to  become  effective  as  promptly  as
practicable and will not at any time, whether before or after the effective date
of the Registration Statement,  file any amendment to the Registration Statement
or supplement to the  Prospectus or file any document  under the Act or Exchange
Act before  termination of the offering of the Securities by the Underwriters of
which the  Representative  shall not previously  have been advised and furnished
with a copy, or to which the Representative  shall have objected or which is not
in compliance with the Act, the Exchange Act or the Rules and Regulations.

      (b) As soon as the Company is advised or obtains  knowledge  thereof,  the
Company  will  advise the  Representative  and confirm the notice in writing (i)
when  the  Registration  Statement,  as  amended,   becomes  effective,  if  the
provisions of Rule 430A promulgated  under the Act will be relied upon, when the
Prospectus  has been  filed  in  accordance  with  said  Rule  430A and when any
post-effective  amendment to the Registration Statement becomes effective;  (ii)
of the issuance by the Commission of any stop order or of the initiation, or the
threatening,  of any proceeding suspending the effectiveness of the Registration
Statement  or any order  preventing  or  suspending  the use of the  Preliminary
Prospectus or the  Prospectus,  or any amendment or supplement  thereto,  or the
institution  of  proceedings  for that  purpose;  (iii) of the  issuance  by the
Commission  or by any state  securities  commission of any  proceedings  for the
suspension of the qualification of any of the Securities for offering or sale in
any jurisdiction or of the initiation, or the threatening, of any proceeding for
that purpose;  (iv) of the receipt of any comments from the Commission;  and (v)
of any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectus or for additional  information.
If the Commission or any state securities commission shall enter a stop order or
suspend such  qualification  at any time,  the Company will make every effort to
obtain promptly the lifting of such order.

      (c)  The  Company  shall  file  the  Prospectus  (in  form  and  substance
satisfactory  to the  Representative)  or  transmit  the  Prospectus  by a means
reasonably  calculated to result in filing with the Commission  pursuant to Rule
424(b)(1) (or, if applicable and if consented to by the Representative, pursuant
to Rule  424(b)(4))  not later than the  Commission's  close of  business on the
earlier of (i) the second  business day  following the execution and delivery of
this  Agreement and (ii) the fifth  business day after the effective date of the
Registration Statement.


                                       14
<PAGE>

      (d) The Company will give the  Representative  notice of its  intention to
file or prepare any  amendment  to the  Registration  Statement  (including  any
post-effective  amendment)  or any  amendment or  supplement  to the  Prospectus
(including  any revised  prospectus  which the Company  proposes  for use by the
Underwriters  in connection  with the offering of the  Securities  which differs
from the  corresponding  prospectus  on file at the  Commission  at the time the
Registration Statement becomes effective, whether or not such revised prospectus
is required to be filed  pursuant to Rule 424(b) of the Rules and  Regulations),
and will  furnish  the  Representative  with  copies  of any such  amendment  or
supplement a reasonable  amount of time prior to such proposed filing or use, as
the  case  may  be,  and  will  not  file  any  such  prospectus  to  which  the
Representative or Orrick,  Herrington & Sutcliffe LLP ("Underwriters'  Counsel")
shall object.

      (e) The Company  shall  endeavor in good faith,  in  cooperation  with the
Representative,  at or  prior to the time  the  Registration  Statement  becomes
effective,  to qualify the Securities for offering and sale under the securities
laws of such  jurisdictions  as the  Representative  may designate to permit the
continuance  of sales and  dealings  therein for as long as may be  necessary to
complete the distribution, and shall make such applications, file such documents
and furnish  such  information  as may be required for such  purpose;  provided,
however,  the Company shall not be required to qualify as a foreign  corporation
or file a  general  or  limited  consent  to  service  of  process  in any  such
jurisdiction.  In each jurisdiction where such qualification  shall be effected,
the Company will,  unless the  Representative  agrees that such action is not at
the time  necessary or advisable,  use all  reasonable  efforts to file and make
such statements or reports at such times as are or may reasonably be required by
the laws of such jurisdiction to continue such qualification.

      (f) During the time when a prospectus  is required to be  delivered  under
the Act,  the  Company  shall use all  reasonable  efforts  to  comply  with all
requirements  imposed  upon  it by the  Act and  the  Exchange  Act,  as now and
hereafter  amended  and by the  Rules and  Regulations,  as from time to time in
force,  so far as necessary to permit the continuance of sales of or dealings in
the Securities in accordance with the provisions  hereof and the Prospectus,  or
any amendments or supplements thereto. If at any time when a prospectus relating
to the  Securities  is required to be  delivered  under the Act, any event shall
have occurred as a result of which, in the opinion of counsel for the Company or
Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes
an untrue  statement  of a  material  fact or omits to state any  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading, or if
it is necessary at any time to amend the  Prospectus to comply with the Act, the
Company  will notify the  Representative  promptly and prepare and file with the
Commission an appropriate  amendment or supplement in accordance with Section 10
of  the  Act,  each  such  amendment  or  supplement  to  be   satisfactory   to
Underwriters'  Counsel,  and the Company will furnish to the Underwriters copies
of such  amendment or supplement as soon as available and in such  quantities as
the Underwriters may request.

      (g) As soon as  practicable,  but in any event not later  than  forty-five
(45) days after the end of the  12-month  period  beginning on the day after the
end of the fiscal  quarter of the Company during which the effective date of the
Registration  Statement  occurs  (ninety  (90) days in the event that the end of
such fiscal quarter is the end of the Company's fiscal year), the


                                       15
<PAGE>

Company shall make generally  available to its security  holders,  in the manner
specified   in  Rule   158(b)  of  the  Rules  and   Regulations,   and  to  the
Representative,  an earnings  statement which will be in the detail required by,
and will  otherwise  comply with, the provisions of Section 11(a) of the Act and
Rule 158(a) of the Rules and  Regulations,  which  statement need not be audited
unless  required  by  the  Act,  covering  a  period  of at  least  twelve  (12)
consecutive months after the effective date of the Registration Statement.

      (h) During a period of five (5) years after the date  hereof,  the Company
will  furnish  to its  stockholders,  as soon  as  practicable,  annual  reports
(including  financial  statements audited by independent public accountants) and
unaudited quarterly reports of earnings, and will deliver to the Representative:

            (i)  concurrently  with  furnishing  such  quarterly  reports to its
      stockholders,  statements of income of the Company for each quarter in the
      form  furnished  to  the  Company's  stockholders  and  certified  by  the
      Company's principal financial or accounting officer;

            (ii)  concurrently  with  furnishing  such  annual  reports  to  its
      stockholders,  a  balance  sheet  of  the  Company  as at  the  end of the
      preceding   fiscal  year,   together  with   statements   of   operations,
      stockholders'  equity, and cash flows of the Company for such fiscal year,
      accompanied by a copy of the certificate thereon of independent  certified
      public accountants;

            (iii)  as  soon  as  they  are  available,  copies  of  all  reports
      (financial or other) mailed to stockholders;

            (iv) as soon  as they  are  available,  copies  of all  reports  and
      financial statements  furnished to or filed with the Commission,  the NASD
      or any securities exchange;

            (v) every press  release and every  material news item or article of
      interest to the  financial  community  in respect of the  Company,  or its
      affairs,  which was  released or prepared by or on behalf of the  Company;
      and

            (vi) any additional  information  of a public nature  concerning the
      Company,  its subsidiaries  (and any future  subsidiary) or its businesses
      which the Representative may request.

      During such seven-year  period,  if the Company has an active  subsidiary,
the foregoing financial statements will be on a consolidated basis to the extent
that the accounts of the Company and its subsidiary(ies)  are consolidated,  and
will  be  accompanied  by  similar  financial  statements  for  any  significant
subsidiary which is not so consolidated.

      (i) The Company will maintain a transfer agent ("Transfer  Agent") and, if
necessary under the jurisdiction of  incorporation  of the Company,  a Registrar
(which may be the same entity as the Transfer Agent) for its Common Stock.


                                       16
<PAGE>

      (j)  The  Company   will   furnish  to  the   Representative   or  on  the
Representative's  order, without charge, at such place as the Representative may
designate, copies of each Preliminary Prospectus, the Registration Statement and
any pre-effective or post-effective amendments thereto (two of which copies will
be  signed  and  will  include  all  financial  statements  and  exhibits),  the
Prospectus, and all amendments and supplements thereto, including any prospectus
prepared after the effective date of the Registration Statement, in each case as
soon as available and in such quantities as the Representative may request.

      (k) On or before the effective  date of the  Registration  Statement,  the
Company  shall  provide the  Representative  with true  original  copies of duly
executed,  legally binding and enforceable  agreements  pursuant to which, for a
period of  thirteen  (13)  months from the  effective  date of the  Registration
Statement, each of the Company's officers,  directors,  stockholders and holders
of securities  exchangeable  or exercisable  for or  convertible  into shares of
Common  Stock  agrees  that it or he or she will not,  directly  or  indirectly,
issue, offer to sell, sell, grant an option for the sale or purchase of, assign,
transfer,  pledge, hypothecate or otherwise encumber or dispose of any shares of
Common Stock or securities  convertible into, exercisable or exchangeable for or
evidencing  any right to purchase or  subscribe  for any shares of Common  Stock
(either  pursuant  to Rule 144 of the Rules and  Regulations  or  otherwise)  or
dispose of any  beneficial  interest  therein  without the prior  consent of the
Representatives  (collectively,  the "Lock-up Agreements").  During the 13 month
period  commencing  on the effective  date of the  Registration  Statement,  the
Company  shall not,  without the prior  written  consent of the  Representative,
sell, contract or offer to sell, issue, transfer, assign, pledge, distribute, or
otherwise  dispose of,  directly or  indirectly,  any securities or any options,
rights or  warrants  with  respect to any  securities.  On or before the Closing
Date, the Company shall deliver  instructions to the Transfer Agent  authorizing
it to place appropriate legends on the certificates  representing the securities
subject to the Lock-up  Agreements and to place appropriate stop transfer orders
on the Company's ledgers.

      (l)  Neither  the  Company,  the  Subsidiary,  nor  any of  its  or  their
respective officers, directors, stockholders, nor any of its or their respective
affiliates (within the meaning of the Rules and Regulations) will take, directly
or indirectly,  any action designed to, or which might in the future  reasonably
be expected to cause or result in, stabilization or manipulation of the price of
any securities of the Company.

      (m) Each of the Company and the  Subsidiary  shall apply the net  proceeds
from the sale of the  Securities in the manner,  and subject to the  conditions,
set forth  under  "Use of  Proceeds"  in the  Prospectus.  No portion of the net
proceeds will be used, directly or indirectly,  to acquire any securities issued
by the Company.

      (n) Each of the  Company  and the  Subsidiary  shall  timely file all such
reports, forms or other documents as may be required (including, but not limited
to, a Form SR as may be  required  pursuant to Rule 463 under the Act) from time
to time, under the Act, the Exchange Act, and the Rules and Regulations, and all
such  reports,  forms and  documents  filed will comply as to form and substance
with the applicable  requirements under the Act, the Exchange Act, and the Rules
and Regulations.


                                       17
<PAGE>

      (o)  The  Company  shall  furnish  to  the   Representative  as  early  as
practicable  prior to each of the date hereof,  the Closing Date and each Option
Closing  Date,  if any,  but no  later  than two (2) full  business  days  prior
thereto, a copy of the latest available  unaudited interim financial  statements
of the Company and the Subsidiary  (which in no event shall be as of a date more
than thirty  (30) days prior to the date of the  Registration  Statement)  which
have been read by the Company's  independent  public  accountants,  as stated in
their letters to be furnished pursuant to Sections 6(j) hereof.

      (p) The Company shall cause the Common Stock to be quoted on AMEX and, for
a period  of seven (7)  years  from the date  hereof,  use its best  efforts  to
maintain the AMEX quotation of the Common Stock to the extent outstanding.

      (q) For a period of five (5) years  from the  Closing  Date,  the  Company
shall furnish to the  Representative  at the Company's  sole expense,  (i) daily
consolidated  transfer  sheets  relating to the Common  Stock,  (ii) the list of
holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey"
for  secondary  sales of the  Company's  securities  prepared  by counsel to the
Company.

      (r) As soon as  practicable,  (i)  but in no  event  more  than  five  (5)
business days before the effective date of the  Registration  Statement,  file a
Form 8-A with the Commission  providing for the registration  under the Exchange
Act of the  Securities and (ii) but in no event more than thirty (30) days after
the  effective  date of the  Registration  Statement,  take  all  necessary  and
appropriate   actions  to  be  included  in  Standard  and  Poor's   Corporation
Descriptions  and Moody's OTC Manual and to continue such inclusion for a period
of not less than five (5) years.

      (s) The Company  hereby  agrees  that it will not,  for a period of twelve
(12)  months  from the  effective  date of the  Registration  Statement,  adopt,
propose to adopt or otherwise permit to exist any employee,  officer,  director,
consultant or compensation plan or similar arrangement permitting (i) the grant,
issue,  sale or entry into any  agreement  to grant,  issue or sell any  option,
warrant or other  contract  right (x) at an exercise price that is less than the
greater of the public offering price of the Shares set forth herein and the fair
market  value  on the  date of  grant  or  sale  or (y) to any of its  executive
officers or directors or to any holder of 5% or more the Common Stock;  (ii) the
payment for such securities with any form of  consideration  other than cash; or
(iii) the existence of stock  appreciation  rights,  phantom  options or similar
arrangements.

      (t)  Until the  completion  of the  distribution  of the  Securities,  the
Company shall not, without the prior written consent of the  Representative  and
Underwriters' Counsel, issue, directly or indirectly, any press release or other
communication  or hold any press  conference  with respect to the Company or its
activities or the offering contemplated hereby, other than trade releases issued
in the ordinary course of the Company's business  consistent with past practices
with respect to the Company's operations.

      (u) For a period of  twenty-four  (24) months after the effective  date of
the Registration  Statement,  the Company shall not restate,  amend or alter any
term of any written  employment,  consulting or similar  agreement  entered into
between the Company and any officer,


                                       18
<PAGE>

director or key employee as of the effective date of the Registration  Statement
in a manner which is more  favorable to such officer,  director or key employee,
without the prior written consent of the Representative.

      (v) For a period  equal to the  lesser of (i) five (5) years from the date
hereof, and (ii) the sale to the public of the Representative's  Securities, the
Company will not take any action or actions which may prevent or disqualify  the
Company's use of Form S-1 (or other appropriate form) for the registration under
the Act of the Representative's Securities.

      5. Payment of Expenses.

      (a) The Company  hereby  agrees to pay on each of the Closing Date and the
Option  Closing  Date (to the extent not paid at the Closing  Date) all expenses
and fees (other than fees of Underwriters'  Counsel,  except as provided in (iv)
below)  incident to the performance of the obligations of the Company under this
Agreement  and  the  Representative's  Warrant  Agreement,   including,  without
limitation,  (i) the  fees and  expenses  of  accountants  and  counsel  for the
Company,   (ii)  all  costs  and  expenses   incurred  in  connection  with  the
preparation,  duplication,  printing  (including  mailing and handling charges),
filing,  delivery  and mailing  (including  the  payment of  postage,  overnight
delivery or courier charges with respect thereto) of the Registration  Statement
and the Prospectus and any amendments and supplements  thereto and the printing,
mailing  (including the payment of postage with respect thereto) and delivery of
this Agreement,  the  Representative's  Warrant  Agreement,  the Agreement Among
Underwriters,  the Selected Dealer Agreements, and related documents,  including
the cost of all copies thereof and of the  Preliminary  Prospectuses  and of the
Prospectus and any amendments  thereof or  supplements  thereto  supplied to the
Underwriters and such dealers as the Underwriters may request,  in quantities as
hereinabove stated, (iii) the printing,  engraving, issuance and delivery of the
Securities  including,  but not limited to, (x) the purchase by the Underwriters
of the  Firm  Securities  and the  Option  Securities  and the  purchase  by the
Representative  of the  Representative's  Warrants  from  the  Company,  (y) the
consummation by the Company of any of its  obligations  under this Agreement and
the  Representative's  Warrant Agreement,  and (z) resale of the Firm Securities
and  the  Option   Securities  by  the   Underwriters  in  connection  with  the
distribution contemplated hereby, (iv) the qualification of the Securities under
state or foreign  securities or "Blue Sky" laws and  determination of the status
of such securities under legal investment laws,  including the costs of printing
and mailing the "Preliminary Blue Sky Memorandum",  the  "Supplemental  Blue Sky
Memorandum" and "Legal  Investments  Survey," if any, and disbursements and fees
of  counsel  in  connection  therewith,  (v)  advertising  costs  and  expenses,
including  but not limited to costs and  expenses in  connection  with the "road
show,"  information  meetings and presentations,  bound volumes,  and prospectus
memorabilia and "tombstone"  advertisement  expenses, (vi) costs and expenses in
connection with due diligence  investigations,  including but not limited to the
fees of any independent counsel or consultant retained,  (vii) fees and expenses
of the Transfer  Agent and registrar and all issue and transfer  taxes,  if any,
(viii)  applications  for  assignment of a rating of the Securities by qualified
rating agencies,  (ix) the fees payable to the Commission and the NASD, and (ix)
the  fees  and  expenses  incurred  in  connection  with  the  quotation  of the
Securities on ____ and any other exchange.

      (b) If this Agreement is terminated by the Underwriters in accordance with
the  provisions  of Section 6 or Section 12, the  Company  shall  reimburse  and
indemnify the


                                       19
<PAGE>

Underwriters for all of their actual out-of-pocket expenses,  including the fees
and  disbursements  of  Underwriters'  Counsel,  less any amounts  already  paid
pursuant to Section 5(c) hereof.

      (c) The Company  further agrees that, in addition to the expenses  payable
pursuant to subsection (a) of this Section 5, it will pay to the  Representative
on the Closing Date, by certified or bank cashier's check or, at the election of
the  Representative,  by deduction from the proceeds of the offering of the Firm
Securities,  a  non-accountable  expense  allowance  equal  to 3% of  the  gross
proceeds  received by the Company from the sale of the Firm  Securities.  In the
event the Representative  elects to exercise the overallotment  option described
in Section  2(b) hereof,  the Company  agrees to pay the  Representative  on the
Option Closing Date, by certified or bank cashier's check or, at the election of
the  Representative,  by deduction from the proceeds of the Option Securities) a
non-accountable  expense allowance equal to 3% of the gross proceeds received by
the Company from the sale of the Option Securities.

      6.  Conditions of the  Underwriters'  Obligations.  The obligations of the
Underwriters  hereunder  shall be  subject  to the  continuing  accuracy  of the
representations  and  warranties of the Company herein as of the date hereof and
as of the Closing Date and each Option Closing Date, if any, as if they had been
made on and as of the Closing Date or each Option  Closing Date, as the case may
be; the accuracy on and as of the Closing Date or Option  Closing  Date, if any,
of the statements of the officers of the Company made pursuant to the provisions
hereof;  and the  performance  by the Company on and as of the Closing  Date and
each Option Closing Date, if any, of its covenants and obligations hereunder and
to the following further conditions:

      (a) The Registration  Statement shall have become effective not later than
12:00 P.M.,  New York time, on the date of this Agreement or such later date and
time as shall be  consented  to in writing by the  Representative,  and,  at the
Closing Date and each Option Closing Date, if any, no stop order  suspending the
effectiveness  of the  Registration  Statement  shall  have been  issued  and no
proceedings  for that purpose shall have been  instituted or shall be pending or
contemplated by the Commission and any request on the part of the Commission for
additional   information  shall  have  been  complied  with  to  the  reasonable
satisfaction of Underwriters'  Counsel.  If the Company has elected to rely upon
Rule  430A of the  Rules  and  Regulations,  the  price  of the  Shares  and any
price-related  information  previously  omitted from the effective  Registration
Statement  pursuant  to such  Rule  430A  shall  have  been  transmitted  to the
Commission  for  filing  pursuant  to Rule  424(b) of the Rules and  Regulations
within the  prescribed  time period and,  prior to the Closing Date, the Company
shall have provided evidence  satisfactory to the  Representative of such timely
filing, or a post-effective amendment providing such information shall have been
promptly filed and declared  effective in accordance  with the  requirements  of
Rule 430A of the Rules and Regulations.

      (b) The  Representative  shall  not  have  advised  the  Company  that the
Registration Statement,  or any amendment thereto,  contains an untrue statement
of fact which, in the Representative's opinion, is material, or omits to state a
fact which, in the  Representative's  opinion, is material and is required to be
stated therein or is necessary to make the statements therein not misleading, or
that the Prospectus,  or any supplement thereto, contains an untrue statement of
fact which, in the  Representative's  opinion, is material,  or omits to state a
fact which, in the  Representative's  opinion, is material and is required to be
stated therein or is


                                       20
<PAGE>

necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

      (c) On or prior to each of the Closing Date and each Option  Closing Date,
if any, the Representative shall have received from Underwriters'  Counsel, such
opinion  or  opinions  with  respect to the  organization  of the  Company,  the
validity of the Securities, the Registration Statement, the Prospectus and other
related  matters as the  Representative  may request and  Underwriters'  Counsel
shall have received such papers and  information  as they request to enable them
to pass upon such matters.

      (d)  At the  Closing  Date,  the  Underwriters  shall  have  received  the
favorable  opinion  of  Silverman,  Collura,  &  Chernis,  P.C.,  counsel to the
Company,  dated the Closing Date,  addressed to the Underwriters and in form and
substance satisfactory to Underwriters' Counsel, to the effect that:

            (i)  each of the  Company  and the  Subsidiary  (A)  has  been  duly
      organized and is validly  existing as a corporation in good standing under
      the laws of its jurisdiction of  incorporation,  (B) is duly qualified and
      licensed  and  in  good  standing  as  a  foreign   corporation   in  each
      jurisdiction  in which its  ownership or leasing of any  properties or the
      character of its operations requires such qualification or licensing,  and
      (C) has all requisite corporate power and authority,  and has obtained any
      and   all   necessary   authorizations,   approvals,   orders,   licenses,
      certificates,  franchises  and  permits  of and from all  governmental  or
      regulatory  officials and bodies  (including,  without  limitation,  those
      having  jurisdiction  over  environmental or similar  matters),  to own or
      lease  its  properties  and  conduct  its  business  as  described  in the
      Prospectus;  each of the Company and the  Subsidiary is and has been doing
      business in compliance with all such  authorizations,  approvals,  orders,
      licenses,  certificates,  franchises  and  permits  obtained  by  it  from
      governmental or regulatory officials and agencies, and all federal, state,
      local and foreign laws,  rules and  regulations;  and, neither the Company
      nor the Subsidiary has received any notice of proceedings  relating to the
      revocation or modification  of any such  authorization,  approval,  order,
      license,  certificate,  franchise,  or  permit  which,  singly  or in  the
      aggregate,  if the subject of an unfavorable decision,  ruling or finding,
      would  materially  adversely affect the business,  operations,  condition,
      financial or  otherwise,  or the  earnings,  business  affairs,  position,
      prospects, value, operation, properties, business or results of operations
      of the Company or the  Subsidiary.  The  disclosures  in the  Registration
      Statement  concerning  the  effects of federal,  state,  local and foreign
      laws,  rules and regulations on each of the Company's and the Subsidiary's
      business as currently  conducted  and as  contemplated  are correct in all
      material  respects  and do not omit to state a fact  required to be stated
      therein  or  necessary  to  make  the  statements  contained  therein  not
      misleading in light of the circumstances in which they were made.

            (ii)  the  Company  owns,  directly  or  indirectly,  sixty  six and
      two-thirds  percent (66 2/3%) of the  outstanding  capital  stock or other
      ownership  interests  of the  Subsidiary,  and all  such  shares  or other
      ownership   interests  have  been  validly  issued,  are  fully  paid  and
      non-assessable,  were not issued in violation of any preemptive rights and
      are owned  free and clear of any  liens,  charges,  claims,  encumbrances,
      pledges, security interests,  defects or other restrictions or equities of
      any kind whatsoever.


                                       21
<PAGE>

            (iii) except as described in the Prospectus, none of the Company nor
      the  Subsidiary  owns an interest in any other  corporation,  partnership,
      joint venture, trust or other business entity;

            (iv) the  Company  has a duly  authorized,  issued  and  outstanding
      capitalization  as set  forth  in the  Prospectus,  and any  amendment  or
      supplement thereto, under "CAPITALIZATION" and "DESCRIPTION OF SECURITIES"
      and neither the Company nor the  Subsidiary  is a party to or bound by any
      instrument,  agreement  or other  arrangement  providing  for it to issue,
      sell, transfer,  purchase or redeem any capital stock,  rights,  warrants,
      options  or  other   securities,   except  for  this   Agreement  and  the
      Representative's Warrant Agreement and as described in the Prospectus. The
      Securities  and all other  securities  issued or  issuable  by the Company
      conform,  or when  issued  and  paid  for will  conform,  in all  material
      respects  to  all  statements  with  respect  thereto   contained  in  the
      Registration  Statement  and the  Prospectus.  All issued and  outstanding
      securities of the Company and the Subsidiary have been duly authorized and
      validly issued and are fully paid and non-assessable;  the holders thereof
      have no rights of rescission with respect thereto,  and are not subject to
      personal  liability  by reason  of being  such  holders;  and none of such
      securities  were  issued  in  violation  of the  preemptive  rights of any
      holders of any  security of the Company or the  Subsidiary  or any similar
      rights granted by the Company or the Subsidiary. The Securities to be sold
      by the Company hereunder and under the Representative's  Warrant Agreement
      are not and will not be subject to any  preemptive or other similar rights
      of any stockholder,  have been duly authorized and, when issued,  paid for
      and  delivered in  accordance  with the terms hereof and thereof,  will be
      validly  issued,   fully  paid  and  non-assessable  and  conform  to  the
      description thereof contained in the Prospectus;  the holders thereof will
      not be subject to any  liability  solely as such  holders;  all  corporate
      action required to be taken for the  authorization,  issue and sale of the
      Securities  has  been  duly  and  validly  taken;   and  the  certificates
      representing   the   Securities   are  in  due  and   proper   form.   The
      Representative's  Warrants constitute valid and binding obligations of the
      Company to issue and sell, upon exercise thereof and payment therefor, the
      number and type of securities of the Company called for thereby.  Upon the
      issuance and delivery pursuant to this Agreement and the  Representative's
      Warrant Agreement of the Firm Securities and the Option Securities and the
      Representative's  Warrants to be sold by the Company, the Underwriters and
      the Representative,  respectively,  will acquire good and marketable title
      to the Firm Securities and the Option Securities and the  Representative's
      Warrants free and clear of any pledge, lien, charge,  claim,  encumbrance,
      pledge,  security  interest,  defect or other restriction or equity of any
      kind  whatsoever.  No  transfer  tax is  payable  by or on  behalf  of the
      Underwriters  in  connection  with (A) the  issuance by the Company of the
      Securities,  (B) the purchase by the  Underwriters  of the Firm Securities
      and the  Option  Securities  from the  Company,  and the  purchase  by the
      Representative of the  Representative's  Warrants from the Company (C) the
      consummation by the Company of any of its obligations under this Agreement
      or the  Representative's  Warrant  Agreement,  or (D)  resales of the Firm
      Securities and the Option  Securities in connection with the  distribution
      contemplated hereby.

            (v) the  Registration  Statement is effective under the Act, and, if
      applicable,  filing of all pricing information has been timely made in the
      appropriate form


                                       22
<PAGE>

      under Rule 430A, and no stop order  suspending the use of the  Preliminary
      Prospectus,  the  Registration  Statement or Prospectus or any part of any
      thereof or suspending the effectiveness of the Registration  Statement has
      been issued and no  proceedings  for that purpose have been  instituted or
      are pending or, to the best of such  counsel's  knowledge,  threatened  or
      contemplated under the Act;

            (vi) each of the Preliminary Prospectus, the Registration Statement,
      and the Prospectus  and any amendments or supplements  thereto (other than
      the financial statements and other financial and statistical data included
      therein, as to which no opinion need be rendered) comply as to form in all
      material  respects  with the  requirements  of the Act and the  Rules  and
      Regulations.

            (vii) (A)  there are no  agreements,  contracts  or other  documents
      required by the Act to be  described  in the  Registration  Statement  (or
      required to be filed under the Exchange Act if upon such filing they would
      be  incorporated,  in whole  or in part,  by  reference  therein)  and the
      Prospectus and filed as exhibits thereto, and the exhibits which have been
      filed are  correct  copies of the  documents  of which they  purport to be
      copies;  (B)  the  descriptions  in the  Registration  Statement  and  the
      Prospectus and any supplement or amendment  thereto of contracts and other
      documents to which the Company or the Subsidiary is a party or by which it
      is bound, including any document to which the Company or the Subsidiary is
      a party  or by which  it is  bound,  incorporated  by  reference  into the
      Prospectus  and any  supplement  or  amendment  thereto,  are accurate and
      fairly  represent  the  information  required to be shown by Form S-1; (C)
      there is not pending or threatened  against the Company or the  Subsidiary
      any  action,  arbitration,  suit,  proceeding,   inquiry,   investigation,
      litigation,   governmental  or  other   proceeding   (including,   without
      limitation,  those  having  jurisdiction  over  environmental  or  similar
      matters),   domestic  or  foreign,   pending  or  threatened  against  (or
      circumstances that may give rise to the same), or involving the properties
      or business of the Company or the  Subsidiary  which (x) is required to be
      disclosed in the  Registration  Statement  which is not so disclosed  (and
      such  proceedings  as are  summarized  in the  Registration  Statement are
      accurately summarized in all respects),  (y) questions the validity of the
      capital stock of the Company or the  Subsidiary  or this  Agreement or the
      Representative's  Warrant Agreement, or of any action taken or to be taken
      by the Company or the Subsidiary  pursuant to or in connection with any of
      the  foregoing;  (D) no statute  or  regulation  or legal or  governmental
      proceeding  required to be described in the Prospectus is not described as
      required;  and (E) there is no  action,  suit or  proceeding  pending,  or
      threatened,  against or affecting the Company or the Subsidiary before any
      court or arbitrator or governmental body, agency or official (or any basis
      thereof known to such counsel) in which there is a reasonable  possibility
      of a  decision  which  may  result  in a  material  adverse  change in the
      condition,  financial or otherwise, or the earnings, position,  prospects,
      stockholders' equity, value, operation, properties, business or results of
      operations of the Company or the Subsidiary,  which could adversely affect
      the  present  or  prospective  ability  of  the  Company  to  perform  its
      obligations under this Agreement or the Representative's Warrant Agreement
      or which in any manner draws into question the validity or  enforceability
      of this Agreement or the Representative's Warrant Agreement;


                                       23
<PAGE>

            (viii) the  Company has full legal  right,  power and  authority  to
      enter  into  each  of this  Agreement  and  the  Representative's  Warrant
      Agreement,  and to  consummate  the  transactions  provided for herein and
      therein;  and  each of this  Agreement  and the  Representative's  Warrant
      Agreement has been duly authorized, executed and delivered by the Company.
      Each  of  this  Agreement  and  the  Representative's  Warrant  Agreement,
      assuming  due  authorization,  execution  and delivery by each other party
      thereto  constitutes a legal,  valid and binding  agreement of the Company
      enforceable  against the Company in  accordance  with its terms (except as
      such enforceability may be limited by applicable  bankruptcy,  insolvency,
      reorganization,  moratorium or other laws of general application  relating
      to or affecting  enforcement of creditors'  rights and the  application of
      equitable  principles  in any action,  legal or  equitable,  and except as
      rights to indemnity or contribution may be limited by applicable law), and
      none of the  Company's  execution  or delivery of this  Agreement  and the
      Representative's   Warrant   Agreement,   its  performance   hereunder  or
      thereunder,  its consummation of the transactions  contemplated  herein or
      therein,  or the conduct of its business as described in the  Registration
      Statement,  the  Prospectus,  and any amendments or  supplements  thereto,
      conflicts  with or will  conflict  with or results  or will  result in any
      breach or violation of any of the terms or provisions  of, or  constitutes
      or  will  constitute  a  default  under,  or  result  in the  creation  or
      imposition  of any lien,  charge,  claim,  encumbrance,  pledge,  security
      interest,  defect or other  restriction  or equity of any kind  whatsoever
      upon,  any property or assets  (tangible or  intangible) of the Company or
      the  Subsidiary   pursuant  to  the  terms  of,  (A)  the  Certificate  of
      Incorporation or Bylaws of the Company or the Certificate of Incorporation
      or  Bylaws  of the  Subsidiary,  (B)  any  license,  contract,  collective
      bargaining agreement,  indenture,  mortgage,  deed of trust, lease, voting
      trust agreement, stockholders agreement, note, loan or credit agreement or
      any other  agreement or instrument  evidencing an obligation  for borrowed
      money,  or any other  agreement or  instrument to which the Company or the
      Subsidiary  is a party or by which it is or they are or may be bound or to
      which any of its or their  respective  properties  or assets  (tangible or
      intangible) is or may be subject, or any indebtedness, or (C) any statute,
      judgment,  decree,  order, rule or regulation applicable to the Company or
      the Subsidiary of any arbitrator, court, regulatory body or administrative
      agency  or  other   governmental   agency  or  body  (including,   without
      limitation,  those  having  jurisdiction  over  environmental  or  similar
      matters), domestic or foreign, having jurisdiction over the Company or the
      Subsidiary or any of its or their respective activities or properties.

            (ix) no consent,  approval,  authorization  or order,  and no filing
      with, any  arbitrator,  court,  regulatory  body,  administrative  agency,
      government  agency or other body,  domestic or foreign (other than such as
      may be  required  under  Blue Sky  laws,  as to which no  opinion  need be
      rendered)  is  required  in  connection  with  the  issuance  of the  Firm
      Securities  and the Option  Securities  pursuant to the Prospectus and the
      Registration  Statement,  this  Agreement,  the  Representative's  Warrant
      Agreement,   or  the  issuance  of  the  Representative's   Warrants,  the
      performance of this Agreement and the Representative's  Warrant Agreement,
      and the transactions contemplated hereby and thereby;

            (x) the  properties  and  business  of each of the  Company  and the
      Subsidiary   conform  to  the   description   thereof   contained  in  the
      Registration Statement and


                                       24
<PAGE>

      the  Prospectus;  and each of the Company and the  Subsidiary has good and
      marketable  title to, or valid and enforceable  leasehold  estates in, all
      items of real and personal  property  stated in the Prospectus to be owned
      or  leased by it,  in each  case  free and  clear of all  liens,  charges,
      claims,  encumbrances,  pledges,  security  interests,  defects  or  other
      restrictions or equities of any kind whatsoever, other than those referred
      to in the Prospectus and liens for taxes not yet due and payable;

            (xi) neither the Company nor the  Subsidiary  is in breach of, or in
      default under, any term or provision of any license, contract,  collective
      bargaining  agreement,  indenture,  mortgage,  installment sale agreement,
      deed of trust,  lease,  voting trust agreement,  stockholders'  agreement,
      partnership  agreement,  note,  loan  or  credit  agreement  or any  other
      agreement or instrument  evidencing an obligation for borrowed  money,  or
      any other  agreement or instrument to which the Company or the  Subsidiary
      is a party or by which the  Company or the  Subsidiary  may be bound or to
      which the properties or assets  (tangible or intangible) of the Company or
      the  Subsidiary is or may be subject or affected;  and neither the Company
      nor  the  Subsidiary  is in  violation  of any  term or  provision  of its
      Certificate of Incorporation or Bylaws with respect to the Company and the
      Certificate of  Incorporation  or Bylaws with respect to the Subsidiary or
      in violation of any franchise,  license, permit, judgment,  decree, order,
      statute, rule or regulation;

            (xii)  the  statements  in  the  Prospectus  under  "RISK  FACTORS,"
      "BUSINESS,"     "MANAGEMENT,"    "PRINCIPAL     STOCKHOLDERS,"    "CERTAIN
      TRANSACTIONS," "DESCRIPTION OF SECURITIES," "SELLING STOCKHOLDERS AND PLAN
      OF DISTRIBUTION"  and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed
      by  such  counsel,  and  insofar  as  they  refer  to  statements  of law,
      descriptions  of  statutes,   licenses,  rules  or  regulations  or  legal
      conclusions, are correct in all material respects;

            (xiii) the Securities have been accepted for quotation on AMEX;

            (xiv) the persons listed under the caption "PRINCIPAL  STOCKHOLDERS"
      and "SELLING  STOCKHOLDERS AND PLAN OF DISTRIBUTION" in the Prospectus are
      the  respective   "beneficial  owners"  (as  such  phrase  is  defined  in
      regulation  13d-3  under the  Exchange  Act) of the  securities  set forth
      opposite their  respective names thereunder as and to the extent set forth
      therein;

            (xv) each of the Company and the Subsidiary owns or possesses,  free
      and clear of all liens or  encumbrances  and right  thereto  or therein by
      third  parties,  the  requisite  licenses  or  other  rights  to  use  all
      trademarks, service marks, copyrights, service names, tradenames, patents,
      patent  applications  and  licenses  necessary  to  conduct  its  business
      (including without limitation any such licenses or rights described in the
      Prospectus  as  being  owned or  possessed  by any of the  Company  or the
      Subsidiary)  and there is no claim or action by any person  pertaining to,
      or  proceeding,  pending or  threatened,  which  challenges  the exclusive
      rights  of any of  the  Company  or the  Subsidiary  with  respect  to any
      trademarks,   service  marks,  copyrights,  service  names,  trade  names,
      patents, patent applications and licenses used in the conduct of the


                                       25
<PAGE>

      Company's and the Subsidiary's businesses (including,  without limitation,
      any such licenses or rights  described in the Prospectus as being owned or
      possessed by any of the Company or the Subsidiary);


            (xvi)  neither  the  Company  nor the  Subsidiary,  nor any of their
      respective  officers,  stockholders,  employees  or agents,  nor any other
      person acting on behalf of the Company or the Subsidiary has,  directly or
      indirectly,  given or agreed to give any money,  gift or  similar  benefit
      (other than legal price concessions to customers in the ordinary course of
      business) to any  customer,  supplier,  employee or agent of a customer or
      supplier,   or  official  or  employee  of  any  governmental   agency  or
      instrumentality  of any government  (domestic or foreign) or any political
      party or  candidate  for office  (domestic or foreign) or other person who
      was,  is or may be in a  position  to help or hinder the  business  of the
      Company or the Subsidiary  (or assist it in connection  with any actual or
      proposed  transaction)  which (A) might  subject any of the Company or the
      Subsidiary  or any such  person to any  damage or  penalty  in any  civil,
      criminal or governmental  litigation or proceeding  (domestic or foreign),
      (B) if not  given in the past,  might  have had an  adverse  effect on the
      assets,  business  or  operations  of the  Company or the  Subsidiary,  as
      reflected in any of the financial statements contained in the Registration
      Statement,  or (C) if not continued in the future,  might adversely affect
      the  assets,  business,  operations  or  prospects  of the  Company or the
      Subsidiary;

            (xvii)   except  as   described  in  the   Prospectus,   no  person,
      corporation, trust, partnership, association or other entity has the right
      to  include  and/or   register  any  securities  of  the  Company  in  the
      Registration  Statement,  require  the  Company  to file any  registration
      statement  or, if filed,  to include  any  security  in such  registration
      statement;

            (xviii) except as described in the Prospectus,  there are no claims,
      payments,  issuances,  arrangements or understandings  for services in the
      nature of a finder's or  origination  fee with  respect to the sale of the
      Securities  hereunder or financial  consulting  arrangements  or any other
      arrangements, agreements,  understandings,  payments or issuances that may
      affect the Underwriters' compensation, as determined by the NASD;

            (xix)  assuming due execution by the parties  thereto other than the
      Company,  the Lock-up Agreements are legal, valid and binding  obligations
      of the parties thereto,  enforceable  against the party and any subsequent
      holder of the  securities  subject  thereto in  accordance  with its terms
      (except as such  enforceability  may be limited by applicable  bankruptcy,
      insolvency,   reorganization,   moratorium   or  other   laws  of  general
      application relating to or affecting  enforcement of creditors' rights and
      the application of equitable principles in any action, legal or equitable,
      and  except as rights to  indemnity  or  contribution  may be  limited  by
      applicable law);

            (xx) the minute  books of the Company and the  Subsidiary  contain a
      complete   summary  of  all  meetings  and  actions  the   directors   and
      stockholders  of each of the Company and the Subsidiary  since the time of
      its incorporation and reflect all transactions referred to in such minutes
      accurately in all material respects;


                                       26
<PAGE>

            (xxi) except as described in the Prospectus, neither the Company nor
      the Subsidiary (A) maintains,  sponsors or contributes to any ERISA Plans,
      (B) maintains or contributes,  now or at any time previously, to a defined
      benefit  plan,  as  defined in  Section  3(35) of ERISA,  and (C) has ever
      completely or partially withdrawn from a "multiemployer plan";

            (xxii)  neither the Company,  the  Subsidiary or any of its or their
      affiliates  shall be subject to the  requirements of or shall be deemed an
      "Investment Company," pursuant to and as defined under, respectively,  the
      Investment Company Act.

      Such counsel shall state that such counsel has participated in conferences
with officers and other  representatives of the Company and the Subsidiary,  and
representatives of the independent public accountants for the Company,  at which
conferences  such counsel made inquiries of such officers,  representatives  and
accountants  and  discussed  the  contents of the  Preliminary  Prospectus,  the
Registration Statement,  the Prospectus,  and related matters and, although such
counsel  is not  passing  upon and does not assume  any  responsibility  for the
accuracy,   completeness  or  fairness  of  the  statements   contained  in  the
Preliminary Prospectus,  the Registration Statement and Prospectus, on the basis
of the foregoing, no facts have come to the attention of such counsel which lead
them to believe that either the Registration Statement or any amendment thereto,
at the time such  Registration  Statement or amendment  became  effective or the
Preliminary  Prospectus or  Prospectus or amendment or supplement  thereto as of
the date of such opinion  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  not  misleading  (it being  understood  that such
counsel need express no opinion with  respect to the  financial  statements  and
schedules and other financial and  statistical  data included in the Preliminary
Prospectus,  the Registration  Statement or the Prospectus).  Such counsel shall
further state that its opinions may be relied upon by  Underwriters'  Counsel in
rendering its opinion to the Underwriters.

      In  rendering  such  opinion,  such  counsel  may rely  (A) as to  matters
involving the  application  of laws other than the laws of the United States and
jurisdictions  in which they are  admitted,  to the extent  such  counsel  deems
proper and to the extent  specified in such opinion,  if at all, upon an opinion
or opinions (in form and substance  satisfactory  to  Underwriters'  Counsel) of
other counsel acceptable to Underwriters' Counsel,  familiar with the applicable
laws; (B) as to matters of fact, to the extent they deem proper, on certificates
and  written  statements  of  responsible  officers  of each of the  Company and
Subsidiary  and  certificates  or  other  written   statements  of  officers  of
departments of various  jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company and the Subsidiary, provided
that  copies  of any such  statements  or  certificates  shall be  delivered  to
Underwriters' Counsel if requested.  The opinion of such counsel for the Company
shall state that the opinion of any such other  counsel is in form  satisfactory
to such counsel and that the Representative,  Underwriters' Counsel and they are
each  justified in relying  thereon.  Any opinion of counsel for the Company and
the  Subsidiary  shall not state that it is to be governed or  qualified  by, or
that it is otherwise subject to, any treatise,  written policy or other document
relating to legal opinions,  including,  without  limitation,  the Legal Opinion
Accord of the ABA Section of Business Law (1991) or any comparable state accord.


                                       27
<PAGE>

      (e) At each Option  Closing  Date,  if any,  the  Underwriters  shall have
received the favorable opinion of Silverman,  Collura, & Chernis,  P.C., counsel
to the  Company,  dated the  relevant  Option  Closing  Date,  addressed  to the
Underwriters,  and in form and substance  satisfactory to Underwriters' Counsel,
confirming as of the Option  Closing  Date,  the  statements  made by Silverman,
Collura & Chernis, P.C., in its opinion delivered on the Closing Date.

      (f) On or prior to each of the Closing Date and each Option  Closing Date,
if  any,  Underwriters'  Counsel  shall  have  been  furnished  such  documents,
certificates  and  opinions  as they may  reasonably  require for the purpose of
enabling them to review or pass upon the matters  referred to in subsection  (c)
of this  Section  6, or in order  to  evidence  the  accuracy,  completeness  or
satisfaction  of any of the  representations,  warranties  or  conditions of the
Company herein contained.

      (g) Prior to each of the Closing  Date and each Option  Closing  Date,  if
any,  (i) there  shall have been no  material  adverse  change  nor  development
involving  a  prospective  change  in the  condition,  financial  or  otherwise,
earnings,  position,  value,  properties,  results  of  operations,   prospects,
stockholders'   equity  or  the  business  activities  of  the  Company  or  the
Subsidiary,  whether or not in the ordinary course of business,  from the latest
dates as of which such condition is set forth in the Registration  Statement and
Prospectus;  (ii) there  shall  have been no  transaction,  not in the  ordinary
course of  business,  entered  into by the Company or the  Subsidiary,  from the
latest date as of which the  financial  condition of the Company is set forth in
the  Registration  Statement and  Prospectus;  (iii) neither the Company nor the
Subsidiary shall be in default under any provision of any instrument relating to
any outstanding indebtedness;  (iv) neither the Company nor the Subsidiary shall
have issued any securities  (other than the  Securities) or declared or paid any
dividend or made any  distribution  in respect of its or their  capital stock of
any class and there has not been any change in the  capital  stock or debt (long
or short term) or  liabilities  or  obligations of the Company or the Subsidiary
(contingent or otherwise);  (v) no material  amount of the assets of the Company
or the Subsidiary  shall have been pledged or mortgaged,  except as set forth in
the Registration Statement and Prospectus; (vi) no arbitration, inquiry, action,
suit or proceeding,  at law or in equity,  shall have been pending or threatened
(or circumstances giving rise to same) against the Company or the Subsidiary, or
affecting any of its or their respective  properties or businesses  before or by
any court or federal, state or foreign commission, board or other administrative
agency wherein an unfavorable  decision,  ruling or finding may adversely affect
the business,  operations,  earnings,  position,  value, properties,  results of
operations,  prospects  or  financial  condition or income of the Company or the
Subsidiary;  and (vii) no stop order shall have been issued under the Act and no
proceedings  therefor shall have been  initiated,  threatened or contemplated by
the Commission.

      (h) At each of the Closing Date and each Option  Closing Date, if any, the
Underwriters  shall have  received a  certificate  of the Company  signed by the
principal  executive  officer  and by the chief  financial  or chief  accounting
officer of the Company,  dated the Closing Date or Option  Closing  Date, as the
case may be, to the effect that each of such persons has carefully  examined the
Registration Statement, the Prospectus and this Agreement, and that:

            (i)  The  representations  and  warranties  of the  Company  in this
      Agreement  are true and correct,  as if made on and as of the Closing Date
      or the Option  Closing  Date,  as the case may be, and each of the Company
      and the Subsidiary have


                                       28
<PAGE>

      complied with all  agreements  and covenants and satisfied all  conditions
      contained in this Agreement on its part to be performed or satisfied at or
      prior to such Closing Date or Option Closing Date, as the case may be;

            (ii) No stop order suspending the  effectiveness of the Registration
      Statement or any part thereof has been issued, and no proceedings for that
      purpose  have been  instituted  or are  pending or, to the best of each of
      such person's knowledge, after due inquiry, are contemplated or threatened
      under the Act;

            (iii) The  Registration  Statement and the  Prospectus  and, if any,
      each  amendment and each  supplement  thereto,  contain all statements and
      information  required to be included therein, and none of the Registration
      Statement, the Prospectus nor any amendment or supplement thereto includes
      any untrue  statement  of a material  fact or omits to state any  material
      fact  required to be stated  therein or necessary  to make the  statements
      therein  not  misleading  and neither the  Preliminary  Prospectus  or any
      supplement  thereto  included any untrue  statement of a material  fact or
      omitted  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 were made, not misleading; and

            (iv) Subsequent to the respective  dates as of which  information is
      given in the  Registration  Statement and the Prospectus,  (a) neither the
      Company nor the  Subsidiary  has incurred up to and  including the Closing
      Date or the Option  Closing  Date,  as the case may be,  other than in the
      ordinary course of its business,  any material liabilities or obligations,
      direct or contingent;  (b) neither the Company nor the Subsidiary has paid
      or declared any dividends or other distributions on its capital stock; (c)
      neither the Company nor the Subsidiary  has entered into any  transactions
      not in the ordinary course of business;  (d) there has not been any change
      in the  capital  stock  of any of the  Company  or the  Subsidiary  or any
      material  change in the debt (long or short term) of any of the Company or
      the Subsidiaries; (e) neither the Company nor the Subsidiary has sustained
      any loss or damage to its  properties  or assets,  whether or not insured;
      (f)  there  is  no  litigation   which  is  pending  or   threatened   (or
      circumstances  giving rise to same) against the Company or the  Subsidiary
      or any affiliated party which is required to be set forth in an amended or
      supplemented  Prospectus  which has not been set forth;  and (g) there has
      occurred no event  required to be set forth in an amended or  supplemented
      Prospectus which has not been set forth.

References to the  Registration  Statement and the Prospectus in this subsection
(i) are to such  documents  as  amended  and  supplemented  at the  date of such
certificate.

      (i) By the Closing Date,  the  Underwriters  will have received  clearance
from the NASD as to the  amount of  compensation  allowable  or  payable  to the
Underwriters, as described in the Registration Statement.

      (j) At the time this Agreement is executed,  the  Underwriters  shall have
received a letter,  dated such date,  addressed to the  Underwriters in form and
substance  satisfactory  (including  the  non-material  nature of the changes or
decreases,  if any,  referred to in clause  (iii)  below) in all respects to the
Underwriters and Underwriters' Counsel, from Richard A. Eisner & Co., LLP:


                                       29
<PAGE>

            (i)  confirming   that  they  are   independent   certified   public
      accountants  with  respect to the  Company and the  Subsidiary  within the
      meaning of the Act and the applicable Rules and Regulations;

            (ii) stating that it is their opinion that the financial  statements
      and supporting schedules of the Company and the Subsidiary included in the
      Registration Statement comply as to form in all material respects with the
      applicable   accounting   requirements  of  the  Act  and  the  Rules  and
      Regulations  thereunder  and that  the  Representative  may rely  upon the
      opinion of  Richard A.  Eisner & Co.,  LLP with  respect to the  financial
      statements  and  supporting   schedules   included  in  the   Registration
      Statement;

            (iii) stating that, on the basis of a limited  review which included
      a reading of the latest available  unaudited interim financial  statements
      of each of the  Company  and  the  Subsidiary,  a  reading  of the  latest
      available  minutes  of the  stockholders  and board of  directors  and the
      various  committees  of the board of  directors of each of the Company and
      the Subsidiary, consultations with officers and other employees of each of
      the Company and the  Subsidiary  responsible  for financial and accounting
      matters and other specified procedures and inquiries,  nothing has come to
      their  attention  which would lead them to believe  that (A) the pro forma
      and as  adjusted  financial  information  contained  in  the  Registration
      Statement  and  Prospectus  does  not  comply  as to form in all  material
      respects with the applicable  accounting  requirements  of the Act and the
      Rules and  Regulations  or is not  fairly  presented  in  conformity  with
      generally accepted accounting  principles applied on a basis substantially
      consistent  with that of the audited  financial  statements of the Company
      and the  Subsidiary or the  unaudited  pro forma or as adjusted  financial
      information included in the Registration  Statement,  or (B) the unaudited
      financial  statements  and  supporting  schedules  of the  Company and the
      Subsidiary included in the Registration Statement do not comply as to form
      in all material  respects with the applicable  accounting  requirements of
      the Act and the Rules  and  Regulations  or are not  fairly  presented  in
      conformity  with generally  accepted  accounting  principles  applied on a
      basis  substantially   consistent  with  that  of  the  audited  financial
      statements   of  the  Company  and  the   Subsidiaries   included  in  the
      Registration  Statement, or (C) at a specified date not more than five (5)
      days prior to the effective date of the Registration Statement,  there has
      been any  change  in the  capital  stock or  long-term  debt of any of the
      Company or the Subsidiary,  or any decrease in the stockholders' equity or
      net current  assets or net assets of the Company as compared  with amounts
      shown in the  _____,  1999  balance  sheet  included  in the  Registration
      Statement,  other than as set forth in or contemplated by the Registration
      Statement,  or, if there was any  change or  decrease,  setting  forth the
      amount of such change or decrease,  and (C) during the period from ______,
      1999 to a  specified  date  not  more  than  five  (5)  days  prior to the
      effective date of the  Registration  Statement,  there was any decrease in
      net revenues, net earnings or increase in net earnings per common share of
      any of the Company or the  Subsidiary,  in each case as compared  with the
      corresponding  period beginning _______,  1999, other than as set forth in
      or contemplated by the Registration  Statement,  or, if there was any such
      decrease, setting forth the amount of such decrease;


                                       30
<PAGE>

            (iv) setting forth,  at a date not later than five (5) days prior to
      the date of the Registration  Statement,  the amount of liabilities of the
      Company and the Subsidiary (including a break-down of commercial paper and
      notes payable to banks);

            (v) stating that they have compared specific dollar amounts, numbers
      of shares,  percentages  of revenues and  earnings,  statements  and other
      financial  information  pertaining to the Company and the  Subsidiary  set
      forth in the  Prospectus  in each case to the  extent  that such  amounts,
      numbers,  percentages,  statements and information may be derived from the
      general accounting records,  including work sheets, of the Company and the
      Subsidiary  and  excluding any questions  requiring an  interpretation  by
      legal counsel, with the results obtained from the application of specified
      readings,  inquiries and other appropriate procedures (which procedures do
      not  constitute an  examination  in  accordance  with  generally  accepted
      auditing  standards)  set  forth in the  letter  and  found  them to be in
      agreement;

            (vi) statements as to such other matters incident to the transaction
      contemplated hereby as the Representatives may request.

      (k) At the  Closing  Date  and  each  Option  Closing  Date,  if any,  the
Underwriters  shall have  received  from  Richard A. Eisner & Co., LLP a letter,
dated as of the Closing Date or the Option  Closing Date, as the case may be, to
the effect  that they  reaffirm  the  statements  made in the  letter  furnished
pursuant to  subsection  (j) of this  Section,  except that the  specified  date
referred  to shall be a date not more  than five (5) days  prior to the  Closing
Date or the Option  Closing  Date,  as the case may be,  and, if the Company has
elected to rely on Rule 430A of the Rules and Regulations, to the further effect
that they have carried out  procedures  as specified in clause (v) of subsection
(j) of this Section with respect to certain  amounts,  percentages and financial
information  as specified by the  Representative  and deemed to be a part of the
Registration  Statement  pursuant to Rule  430A(b) and have found such  amounts,
percentages  and  financial  information  to be in  agreement  with the  records
specified in such clause (v).

      (l) On each of the Closing  Date and each  Option  Closing  Date,  if any,
there  shall  have been duly  tendered  to the  Representative  for the  several
Underwriters' accounts the appropriate number of Securities.

      (m) No order  suspending  the sale of the  Securities in any  jurisdiction
designated by the Representative  pursuant to subsection (e) of Section 4 hereof
shall have been issued on either the Closing Date or the Option Closing Date, if
any, and no proceedings  for that purpose shall have been instituted or shall be
contemplated.

      (n) On or before the Closing  Date,  the Company  shall have  executed and
delivered to the  Representative,  (i) the  Representative's  Warrant  Agreement
substantially in the form filed as Exhibit 4.2 to the Registration Statement, in
final  form  and  substance  satisfactory  to the  Representative,  and (ii) the
Representative's  Warrants in such  denominations and to such designees as shall
have been provided to the Company.

      (o) On or  before  the  Closing  Date,  the  Firm  Securities  and  Option
Securities  shall have been duly  approved  for  quotation  on AMEX,  subject to
official notice of issuance.


                                       31
<PAGE>

      (p) On or before the Closing Date,  there shall have been delivered to the
Representative all of the Lock-up Agreements, in form and substance satisfactory
to Underwriters' Counsel.

      If  any  condition  to  the  Underwriters'  obligations  hereunder  to  be
fulfilled  prior to or at the Closing Date or the relevant  Option Closing Date,
as the case may be, is not so fulfilled,  the  Representative may terminate this
Agreement or, if the  Representative so elects, it may waive any such conditions
which have not been fulfilled or extend the time for their fulfillment.

      7. Indemnification.

      (a)  The  Company  agrees  to  indemnify  and  hold  harmless  each of the
Underwriters  (for  purposes of this Section 7  "Underwriter"  shall include the
officers, directors, partners, employees, agents and counsel of the Underwriter,
including  specifically each person who may be substituted for an Underwriter as
provided  in Section 11 hereof),  and each  person,  if any,  who  controls  the
Underwriter  ("controlling  person") within the meaning of Section 15 of the Act
or Section  20(a) of the  Exchange  Act,  from and  against  any and all losses,
claims,  damages,  expenses  or  liabilities,  joint or  several  (and  actions,
proceedings,   investigations,   inquiries,  suits  and  litigation  in  respect
thereof),  whatsoever  (including  but  not  limited  to any  and  all  expenses
whatsoever reasonably incurred in investigating,  preparing or defending against
any such claim, action, proceeding,  investigation, inquiry, suit or litigation,
commenced or  threatened,  or any claim  whatsoever),  as such are incurred,  to
which the  Underwriter or such  controlling  person may become subject under the
Act,  the  Exchange  Act or any other  statute or at common law or  otherwise or
under the laws of foreign countries, arising out of or based upon (A) any untrue
statement or alleged  untrue  statement of a material fact  contained (i) in any
Preliminary  Prospectus,  the Registration  Statement or the Prospectus (as from
time to time amended and supplemented);  (ii) in any post-effective amendment or
amendments or any new registration statement and prospectus in which is included
securities of the Company issued or issuable upon exercise of the Securities; or
(iii) in any  application  or other document or written  communication  (in this
Section 7 collectively  called  "application")  executed by the Company or based
upon written  information  furnished by the Company in any jurisdiction in order
to qualify the Securities  under the  securities  laws thereof or filed with the
Commission,  any  state  securities  commission  or  agency,  AMEX or any  other
securities  exchange;  (B) the  omission  or  alleged  omission  therefrom  of a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  (in the case of the  Prospectus,  in the  light of the
circumstances   under  which  they  were  made),   or  (C)  any  breach  of  any
representation,  warranty, covenant or agreement of the Company contained herein
or in any  certificate  by or on behalf of the  Company  or any of its  officers
delivered pursuant hereto,  unless, in the case of clause (A) or (B) above, such
statement or omission was made in reliance  upon and in strict  conformity  with
written information  furnished to the Company with respect to any Underwriter by
or  on  behalf  of  such  Underwriter  expressly  for  use  in  any  Preliminary
Prospectus,  the Registration Statement or Prospectus,  or any amendment thereof
or supplement thereto, or in any application, as the case may be.

      The indemnity agreement in this subsection (a) shall be in addition to any
liability which the Company may have at common law or otherwise.


                                       32
<PAGE>

      (b)  Each  of the  Underwriters  agrees  severally,  but not  jointly,  to
indemnify  and hold  harmless the Company,  each of its  directors,  each of its
officers who has signed the Registration  Statement,  and each other person,  if
any, who controls the Company  within the meaning of the Act, to the same extent
as the foregoing  indemnity from the Company to the  Underwriters  but only with
respect to statements or omissions,  if any, made in any Preliminary Prospectus,
the Registration  Statement or Prospectus or any amendment thereof or supplement
thereto or in any  application  made in reliance upon, and in strict  conformity
with,  written  information  furnished  to  the  Company  with  respect  to  any
Underwriter  by  such   Underwriter   expressly  for  use  in  such  Preliminary
Prospectus, the Registration Statement or Prospectus or any amendment thereof or
supplement  thereto  or in any such  application,  provided  that  such  written
information  or  omissions  only  pertain  to  disclosures  in  the  Preliminary
Prospectus,  the Registration  Statement or Prospectus  directly relating to the
transactions effected by the Underwriters in connection with this Offering.  The
Company  acknowledges that the statements with respect to the public offering of
the Firm  Securities  and the  Option  Securities  set forth  under the  heading
"Underwriting"  and  the  stabilization  legend  in  the  Prospectus  have  been
furnished by the Underwriters  expressly for use therein and constitute the only
information  furnished  in  writing  by or on  behalf  of the  Underwriters  for
inclusion in the Prospectus.

      (c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any claim, action, suit,  investigation,  inquiry,
proceeding or litigation,  such  indemnified  party shall, if a claim in respect
thereof  is to be made  against  one or more  indemnifying  parties  under  this
Section 7, notify each party  against  whom  indemnification  is to be sought in
writing  of  the  commencement   thereof  (but  the  failure  so  to  notify  an
indemnifying  party  shall not relieve it from any  liability  which it may have
under this  Section 7 except to the extent  that it has been  prejudiced  in any
material  respect  by such  failure  or from  any  liability  which  it may have
otherwise).  In case any  such  claim,  action,  suit,  investigation,  inquiry,
proceeding  or  litigation  is brought  against any  indemnified  party,  and it
notifies  an  indemnifying  party or parties of the  commencement  thereof,  the
indemnifying  party or parties will be entitled to participate  therein,  and to
the extent it may elect by written  notice  delivered to the  indemnified  party
promptly after receiving the aforesaid  notice from such  indemnified  party, to
assume  the  defense  thereof  with  counsel  reasonably  satisfactory  to  such
indemnified  party.  Notwithstanding  the foregoing,  the  indemnified  party or
parties shall have the right to employ its or their own counsel in any such case
but the fees and  expenses  of such  counsel  shall  be at the  expense  of such
indemnified  party or parties  unless (i) the  employment  of such counsel shall
have been authorized in writing by the  indemnifying  parties in connection with
the  defense of  thereof at the  expense  of the  indemnifying  party,  (ii) the
indemnifying parties shall not have employed counsel reasonably  satisfactory to
such indemnified party to have charge of the defense thereof within a reasonable
time after notice of commencement  thereof,  or (iii) such indemnified  party or
parties shall have reasonably  concluded that there may be defenses available to
it or them which are different  from or additional to those  available to one or
all of the indemnifying  parties (in which case the  indemnifying  parties shall
not have the right to direct the  defense  thereof on behalf of the  indemnified
party or  parties),  in any of  which  events  such  fees  and  expenses  of one
additional counsel shall be borne by the indemnifying parties. In no event shall
the  indemnifying  parties  be  liable  for fees and  expenses  of more than one
counsel (in addition to any local  counsel)  separate from their own counsel for
all  indemnified  parties  in  connection  with  any one  claim,  action,  suit,
investigation,  inquiry,  proceeding  or  litigation  or separate but similar or
related  claims,  actions,  suits,  investigations,  inquiries,  proceedings  or
litigation in the same jurisdiction


                                       33
<PAGE>

arising out of the same general  allegations or circumstances.  Anything in this
Section 7 to the contrary  notwithstanding,  an indemnifying  party shall not be
liable for any settlement of any claim,  action, suit,  investigation,  inquiry,
proceeding  or  litigation  effected  without  its  written  consent;  provided,
however, that such consent was not unreasonably  withheld. An indemnifying party
will not, without the prior written consent of the indemnified parties,  settle,
compromise  or consent to the entry of any judgment  with respect to any pending
or  threatened  claim,  action,  suit,  investigation,  inquiry,  proceeding  or
litigation in respect of which  indemnification  or  contribution  may be sought
hereunder  (whether  or not the  indemnified  parties  are  actual or  potential
parties to such claim,  action,  suit,  investigation,  inquiry,  proceeding  or
litigation),  unless such  settlement,  compromise  or consent  (i)  includes an
unconditional  release of each indemnified  party from all liability arising out
of such claim, action, suit,  investigation,  inquiry,  proceeding or litigation
and  (ii)  does  not  include  a  statement  as  to or an  admission  of  fault,
culpability or a failure to act by or on behalf of any indemnified party.

      (d) In order to provide for just and equitable contribution in any case in
which (i) an indemnified party makes claim for indemnification  pursuant to this
Section 7, but it is judicially  determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such  indemnification may not be
enforced in such case  notwithstanding  the fact that the express  provisions of
this Section 7 provide for  indemnification  in such case, or (ii)  contribution
under the Act may be required on the part of any  indemnified  party,  then each
indemnifying  party  shall  contribute  to the  amount  paid as a result of such
losses, claims, damages, expenses or liabilities (or actions in respect thereof)
(A) in such  proportion  as is  appropriate  to reflect  the  relative  benefits
received by each of the contributing  parties, on the one hand, and the party to
be indemnified on the other hand,  from the offering of the Firm  Securities and
the Option  Securities or (B) if the allocation  provided by clause (A) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the  relative  benefits  referred  to in clause  (i) above but also the
relative  fault of each of the  contributing  parties,  on the one hand, and the
party to be indemnified  on the other hand in connection  with the statements or
omissions  that  resulted  in  such  losses,   claims,   damages,   expenses  or
liabilities, as well as any other relevant equitable considerations. In any case
where  the  Company  is the  contributing  party  and the  Underwriters  are the
indemnified  party,  the  relative  benefits  received by the Company on the one
hand,  and the  Underwriters,  on the  other,  shall be deemed to be in the same
proportion  as the total net proceeds  from the offering of the Firm  Securities
and  the  Option  Securities  (before  deducting  expenses)  bear  to the  total
underwriting discounts received by the Underwriters  hereunder,  in each case as
set forth in the table on the Cover Page of the Prospectus. Relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material  fact  relates to  information  supplied  by the  Company,  or by the
Underwriters, and the parties' relative intent, knowledge, access to information
and  opportunity  to correct or prevent such untrue  statement or omission.  The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages,  expenses  or  liabilities  (or  actions in  respect  thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or  defending  any such  action  or  claim.  Notwithstanding  the
provisions of this  subsection  (d), the  Underwriters  shall not be required to
contribute any amount in excess of the underwriting  discount  applicable to the
Firm  Securities  and  the  Option  Securities  purchased  by  the  Underwriters
hereunder. No person guilty of fraudulent  misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to  contribution  from any person
who was


                                       34
<PAGE>

not guilty of such fraudulent misrepresentation. For purposes of this Section 7,
each person,  if any, who  controls  the Company or the  Underwriter  within the
meaning of the Act, each officer of the Company who has signed the  Registration
Statement,  and each  director  of the  Company  shall  have the same  rights to
contribution as the Company or the  Underwriter,  as the case may be, subject in
each case to this  subsection  (d).  Any party  entitled to  contribution  will,
promptly  after  receipt  of  notice  of  commencement  of any  action,  suit or
proceeding  against such party in respect to which a claim for  contribution may
be made against  another party or parties under this subsection (d), notify such
party or parties from whom  contribution  may be sought,  but the omission so to
notify such party or parties  shall not  relieve the party or parties  from whom
contribution  may be sought from any obligation it or they may have hereunder or
otherwise  than under this  subsection  (d), or to the extent that such party or
parties were not adversely affected by such omission. The contribution agreement
set forth above shall be in addition to any liabilities  which any  indemnifying
party may have at common law or otherwise.

      8.    Representations   and   Agreements   to   Survive   Delivery.    All
representations,  warranties  and  agreements  contained  in this  Agreement  or
contained in certificates of officers of the Company submitted  pursuant hereto,
shall be deemed to be representations,  warranties and agreements at the Closing
Date and the Option Closing Date, as the case may be, and such  representations,
warranties and agreements of the Company and the indemnity  agreements contained
in  Section  7 hereof,  shall  remain  operative  and in full  force and  effect
regardless of any  investigation  made by or on behalf of any  Underwriter,  the
Company,  any controlling  person of any  Underwriter or the Company,  and shall
survive  termination  of this  Agreement  or the  issuance  and  delivery of the
Securities to the Underwriters and the Representative, as the case may be.

      9. Effective Date.  This Agreement  shall become  effective at 10:00 a.m.,
New York City time, on the next full business day following the date hereof,  or
at such earlier time after the Registration  Statement  becomes effective as the
Representative,  in its discretion, shall release the Securities for sale to the
public;  provided,  however, that the provisions of Sections 5, 7 and 10 of this
Agreement  shall at all times be effective.  For purposes of this Section 9, the
Securities  to be purchased  hereunder  shall be deemed to have been so released
upon the earlier of dispatch by the  Representative  of telegrams to  securities
dealers   releasing  such   securities  for  offering  or  the  release  by  the
Representative  for  publication of the first newspaper  advertisement  which is
subsequently published relating to the Securities.

10. Termination.

      (a) Subject to subsection (b) of this Section 10, the Representative shall
have the right to terminate this Agreement, (i) if any domestic or international
event or act or occurrence has materially disrupted,  or in the Representative's
opinion will in the immediate future materially adversely disrupt, the financial
markets;  or (ii) if any material adverse change in the financial  markets shall
have  occurred;  or (iii) if  trading  generally  shall have been  suspended  or
materially  limited  on or by,  as the  case may be,  any of the New York  Stock
Exchange,  the American Stock Exchange, the NASD, the Boston Stock Exchange, the
Chicago  Board of Trade,  the  Chicago  Board of Options  Exchange,  the Chicago
Mercantile  Exchange,  the  Commission  or  any  governmental  authority  having
jurisdiction  over such matters;  or (iv) if trading of any of the securities of
the Company shall have been suspended, or any of the securities of the Company


                                       35
<PAGE>

shall have been delisted, on any exchange or in any over-the-counter market; (v)
if the United States shall have become  involved in a war or major  hostilities,
or if  there  shall  have  been  an  escalation  in an  existing  war  or  major
hostilities  or a  national  emergency  shall have been  declared  in the United
States; or (vi) if a banking  moratorium has been declared by a state or federal
authority;  or  (vii) if a  moratorium  in  foreign  exchange  trading  has been
declared; or (viii) if the Company or the Subsidiary shall have sustained a loss
material  or  substantial  to the  Company  or the  Subsidiary  by fire,  flood,
accident, hurricane,  earthquake, theft, sabotage or other calamity or malicious
act  which,  whether  or not such loss shall  have been  insured,  will,  in the
Representative's opinion, make it inadvisable to proceed with the offering, sale
and/or  delivery of the  Securities;  or (ix) if there shall have  occurred  any
outbreak or  escalation  of  hostilities  or any  calamity or crisis or if there
shall have been such a material adverse change in the conditions or prospects of
the  Company or  Subsidiary,  or such  material  adverse  change in the  general
market,  political or economic  conditions,  in the United  States or elsewhere,
that, in each case, in the Representative's  judgment, would make it inadvisable
to proceed with the offering,  sale and/or delivery of the Securities or (xi) if
either Jacob R. Miles,  III or  __________  shall no longer serve the Company in
their respective present capacities.

      (b) If this  Agreement is terminated by the  Representative  in accordance
with the  provisions of Section 10(a) the Company shall  promptly  reimburse and
indemnify  the  Representative  for all of its  actual  out-of-pocket  expenses,
including  the fees and  disbursements  of counsel  for the  Underwriters  (less
amounts  previously  paid pursuant to Section 5(c) above).  Notwithstanding  any
contrary provision  contained in this Agreement,  if this Agreement shall not be
carried out within the time specified  herein,  or any extension thereof granted
to the  Representative,  by reason of any  failure on the part of the Company to
perform any  undertaking  or satisfy any condition of this Agreement by it to be
performed or satisfied (including, without limitation,  pursuant to Section 6 or
Section  12) then,  the Company  shall  promptly  reimburse  and  indemnify  the
Representative for all of its actual out-of-pocket expenses,  including the fees
and disbursements of counsel for the Underwriters  (less amounts previously paid
pursuant to Section 5(c) above).  In addition,  the Company  shall remain liable
for all Blue Sky  counsel  fees and  disbursements,  expenses  and filing  fees.
Notwithstanding any contrary provision contained in this Agreement, any election
hereunder or any termination of this Agreement  (including,  without limitation,
pursuant to Sections 6, 10, 11 and 12 hereof), and whether or not this Agreement
is otherwise carried out, the provisions of Section 5 and Section 7 shall not be
in any way affected by such election or  termination or failure to carry out the
terms of this Agreement or any part hereof.

      11.  Substitution of the Underwriters.  If one or more of the Underwriters
shall fail (otherwise than for a reason sufficient to justify the termination of
this  Agreement  under the  provisions  of Section  6,  Section 10 or Section 12
hereof) to purchase the Securities which it or they are obligated to purchase on
such date under this Agreement (the "Defaulted Securities"),  the Representative
shall have the right, within 24 hours thereafter, to make arrangement for one or
more of the non-defaulting Underwriters,  or any other underwriters, to purchase
all, but not less than all, of the  Defaulted  Securities in such amounts as may
be  agreed  upon  and  upon  the  terms  herein  set  forth;  if,  however,  the
Representative  shall not have completed such  arrangements  within such 24-hour
period, then:


                                       36
<PAGE>

            (a) if the number of Defaulted Securities does not exceed 10% of the
      total  number  of  Firm  Securities  to be  purchased  on such  date,  the
      non-defaulting Underwriters shall be obligated to purchase the full amount
      thereof in the proportions that their respective underwriting  obligations
      hereunder  bear  to the  underwriting  obligations  of all  non-defaulting
      Underwriters, or

            (b) if the number of Defaulted  Securities  exceeds 10% of the total
      number  of  Firm  Securities,   this  Agreement  shall  terminate  without
      liability  on the part of any  non-defaulting  Underwriters  (or,  if such
      default shall occur with respect to any Option  Securities to be purchased
      on an Option Closing Date, the  Underwriters  may at the  Representative's
      option, by notice from the  Representative  to the Company,  terminate the
      Underwriters' obligation to purchase Option Securities from the Company on
      such date).

      No action taken  pursuant to this Section 11 shall relieve any  defaulting
Underwriter from liability in respect of any default by such  Underwriter  under
this Agreement.

      In the event of any such default which does not result in a termination of
this Agreement,  the Representative shall have the right to postpone the Closing
Date for a period not  exceeding  seven (7) days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements.

      12. Default by the Company.  If the Company shall fail at the Closing Date
or at any Option Closing Date, as applicable,  to sell and deliver the number of
Securities  which it is  obligated  to sell  hereunder  on such date,  then this
Agreement  shall  terminate (or, if such default shall occur with respect to any
Option  Securities to be purchased on an Option Closing Date,  the  Underwriters
may at the  Representative's  option,  by notice from the  Representative to the
Company,  terminate the  Underwriters'  obligation to purchase Option Securities
from  the  Company  on such  date)  without  any  liability  on the  part of any
non-defaulting  party other than pursuant to Section 5, Section 7 and Section 10
hereof.  No action taken  pursuant to this Section 12 shall  relieve the Company
from liability, if any, in respect of such default.

      13. Notices.  All notices and communications  hereunder,  except as herein
otherwise specifically provided, shall be in writing and shall be deemed to have
been  duly   given  if  mailed  or   transmitted   by  any   standard   form  of
telecommunication.  Notices  to  the  Underwriters  shall  be  directed  to  the
Representative  at Security  Capital  Trading,  Inc., 520 Madison  Avenue,  10th
Floor,  New York, New York 10022,  Attention:  ________,  with a copy to Orrick,
Herrington  &  Sutcliffe  LLP,  666  Fifth  Avenue,  New York,  New York  10103,
Attention:  Lawrence B. Fisher, Esq. Notices to the Company shall be directed to
the Company at Urban Cool Network,  Inc., 1401 Elm Street,  Dallas, Texas 75626,
Attention:  Jacob R. Miles, III, with a copy to Silverman,  Collura,  & Chernis,
P.C., 381 Park Avenue South,  New York, New York,  10016,  Attention:  Martin C.
Licht, Esq.

      14. Parties. This Agreement shall inure solely to the benefit of and shall
be binding upon,  the  Underwriters,  the Company and the  controlling  persons,
directors  and officers  referred to in Section 7 hereof,  and their  respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable  right,  remedy or claim under or in
respect of or by virtue of this Agreement or any provisions herein contained. No


                                       37
<PAGE>

purchaser of Securities from any  Underwriter  shall be deemed to be a successor
by reason merely of such purchase.

      15.  Construction.  This Agreement  shall be governed by and construed and
enforced in  accordance  with the laws of the State of New York  without  giving
effect to the choice of law or conflict of laws principles.

      16.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which shall be deemed to be an original, and all of which
taken together shall be deemed to be one and the same instrument.

      17. Entire Agreement;  Amendments. This Agreement and the Representative's
Warrant  Agreement  constitute  the entire  agreement of the parties  hereto and
supersede all prior written or oral agreements,  understandings and negotiations
with respect to the subject  matter  hereof.  This  Agreement may not be amended
except in a writing, signed by the Representative and the Company.


                                       38
<PAGE>

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

                                                   Very truly yours,

                                                   URBAN COOL NETWORK, INC.


                                                   By:__________________________
                                                      Name:
                                                      Title:


Confirmed and accepted as of
the date first above written.


SECURITY CAPITAL TRADING, INC.

For itself and as Representative of the
   several Underwriters named in
   Schedule A hereto.


   By:________________________
         Name:
         Title:


                                       39
<PAGE>

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



                                                                Number of Shares
Name of Underwriters                                            to be Purchased
--------------------                                            ----------------

Security Capital Trading, Inc...............................

Total.......................................................
                                                                ----------------
                                                                   2,000,000
                                                                ================