Exhibit 1.1

                            URBAN COOL NETWORK, INC.

                        2,000,000 Shares of Common Stock

                             UNDERWRITING AGREEMENT

                                                                     June , 2000

Kashner Davidson Securities Corporation
77 South Palm Avenue
Sarasota, Florida 34326

Gentlemen:

      Urban Cool Network,  Inc., a corporation  organized  under the laws of the
State of Delaware (the  "Company"),  hereby  confirms its agreement with Kashner
Davidson  Securities  Corporation,  ("Kashner"),  representative of the group of
underwriters  set  forth  on  Schedule  I  hereto,  as the  Underwriters  of its
securities (collectively the "Underwriters"), as set forth below.

      The  Company  proposes  to issue  and sell to the  Underwriters  2,000,000
shares of the  Company's  common  stock,  $.01 par value per share (the  "Common
Stock"). The shares of Common Stock being sold by the Company are referred to as
the "Firm Shares."

      In  addition,  for the sole purpose of covering  over-allotments  from the
sale of the Firm Shares.  the Company  proposes to grant to the  Underwriters an
option to purchase an  additional  300,000  shares of Common  Stock,  (the "Firm
Option Shares" or the "Option Shares"),  all as provided in Section 2(c) of this
agreement (the  "Agreement") and to issue to you the  Underwriters'  Warrant (as
defined in Section 2 hereof) to purchase  certain further  additional  shares of
Common Stock. The Firm Shares and the Option Shares are collectively referred to
herein as either the "Shares" or the "Securities."

      1.  Representations and Warranties of the Company.  The Company represents
and warrants to, and agrees with, the Underwriters that:

            (a) A registration statement on Form S-1 (File No. 333-92223),  with
respect  to  the  Securities  and  the  Underwriters'   Warrant  Securities  (as
hereinafter  defined),  including a prospectus  subject to completion,  has been
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission") under the Securities Act of 1933, as amended (the "Act "), and one
or more amendments to that registration statement may have been so filed. Copies
of such


<PAGE>

registration  statement and of each  amendment  heretofore  filed by the Company
with the Commission have been delivered to the Underwriters. After the execution
of this Agreement,  the Company will file with the Commission  either (i) if the
registration  statement,  as it may have been amended,  has been declared by the
Commission to be effective under the Act, a prospectus in the form most recently
included in that registration  statement (or, if an amendment thereto shall have
been filed, in such amendment),  with such changes or insertions as are required
by Rule 430A under the Act or permitted by Rule 424(b) under the Act and as have
been provided to and approved by the Underwriters prior to the execution of this
Agreement,  or (ii) if that registration statement, as it may have been amended,
has not been  declared  by the  Commission  to be  effective  under the Act,  an
amendment to that registration statement, including a form of prospectus, a copy
of which amendment has been furnished to and approved by the Underwriters  prior
to the  execution  of this  Agreement.  The  Company  also  may  file a  related
registration statement with the Commission pursuant to Rule 462(b) under the Act
for purposes of registering  certain additional  Securities,  which registration
statement  shall become  effective  upon filing with the  Commission  (the "Rule
462(b)  Registration   Statement").   As  used  in  this  Agreement,   the  term
"Registration  Statement" means that registration  statement,  as amended at the
time it was or is declared  effective,  and any amendment thereto that was or is
thereafter  declared  effective,  including all financial schedules and exhibits
thereto and any information  omitted  therefrom  pursuant to Rule 430A under the
Act and included in the Prospectus (as hereinafter  defined),  together with any
Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each
prospectus   subject  to  completion  filed  with  the  Registration   Statement
(including  the  prospectus  subject  to  completion,  if any,  included  in the
Registration  Statement  at the time it was or is declared  effective);  and the
term "Prospectus" means the prospectus first filed with the Commission  pursuant
to Rule 424(b) under the Act or, if no prospectus  is so filed  pursuant to Rule
424(b), the prospectus included in the Registration  Statement.  The Company has
caused to be delivered to the Underwriters copies of each Preliminary Prospectus
and has  consented to the use of those copies for the purposes  permitted by the
Act.  If the  Company  has  elected to rely on Rule  462(b) and the Rule  462(b)
Registration Statement has not been declared effective, then (i) the Company has
filed a Rule  462(b)  Registration  Statement  in  compliance  with  and that is
effective upon filing  pursuant to Rule 462(b) and has received  confirmation of
its  receipt  and  (ii) the  Company  has  given  irrevocable  instructions  for
transmission  of the applicable  filing fee in connection with the filing of the
Rule 462(b)  Registration  Statement,  in compliance  with Rule 111  promulgated
under the Act or the Commission has received payment of such filing fee.

            (b) The Commission has not issued any order preventing or suspending
the use of any Preliminary Prospectus. When each Preliminary Prospectus and each
amendment  and each  supplement  thereto  was filed with the  Commission  it (i)
contained all statements  required to be stated therein, in accordance with, and
complied with the  requirements of, the Act and the rules and regulations of the
Commission  thereunder  and (ii)  did not  include  any  untrue  statement  of a
material fact or omit to state any material fact  necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading.  When  the  Registration  Statement  was or is  declared
effective, it (i) contained or will contain all statements required to be stated
therein in accordance  with,  and complied or will comply with the  requirements
of, the Act and the rules and regulations of the Commission  thereunder and (ii)
did not or will not include any untrue  statement of a material  fact or omit to
state any material fact necessary to make the statements therein not


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<PAGE>

misleading.  When the  Prospectus  and each  amendment or supplement  thereto is
filed with the Commission pursuant to Rule 424(b) (or, if the Prospectus or such
amendment or  supplement is not required so to be filed,  when the  Registration
Statement  containing such Prospectus or amendment or supplement  thereto was or
is declared  effective) and on the Firm Closing Date and any Option Closing Date
(as each such term is  hereinafter  defined),  the  Prospectus,  as  amended  or
supplemented  at any such time,  (i)  contained or will  contain all  statements
required to be stated  therein in accordance  with,  and complied or will comply
with  the  requirements  of,  the Act  and  the  rules  and  regulations  of the
Commission  thereunder and (ii) did not or will not include any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the  statements  therein,  in light of the  circumstances  under which they were
made,  not  misleading.  The foregoing  provisions of this  paragraph (b) do not
apply  to  statements  or  omissions  made in any  Preliminary  Prospectus,  the
Registration  Statement or the Prospectus or any amendment or supplement thereto
in reliance upon and in  conformity  with written  information  furnished to the
Company by the Underwriters specifically for use therein.

            (c) The Company is duly  incorporated  and is validly  existing as a
corporation   in  good  standing  under  the  laws  of  its   jurisdictions   of
incorporation,  and duly  qualified  or  authorized  to  transact  business as a
foreign  corporation  and is in good  standing  in each  jurisdiction  where the
ownership or leasing of its properties or the conduct of its businesses  require
such qualification or authorization.

            (d) The  Company has full  corporate  power and  authority,  and all
necessary material authorizations, approvals, orders, licenses, certificates and
permits of and from all governmental regulatory authorities, to own or lease its
property and conduct its business as now being  conducted  and as proposed to be
conducted as described in the Registration Statement and the Prospectus (and, if
the Prospectus is not in existence, the most recent Preliminary Prospectus).

            (e) Other than  described  in the  Prospectus,  the Company does not
own,  directly  or  indirectly,  an interest  in any  corporation,  partnership,
limited liability company, joint venture, trust or other business entity.

            (f)  The  Company  has  an   authorized,   issued  and   outstanding
capitalization  as set forth in the Prospectus (and, if the Prospectus is not in
existence, the most recent Preliminary Prospectus).  All of the issued shares of
capital stock of the Company,  have been duly  authorized and validly issued and
are  fully  paid,  nonassessable  and free of  preemptive  rights.  There are no
outstanding options, warrants or other rights granted by the Company to purchase
shares of its Common Stock or other  securities,  other than as described in the
Prospectus  (and,  if the  Prospectus  is  not in  existence,  the  most  recent
Preliminary  Prospectus).  The Firm  Shares  have been duly  authorized,  by all
necessary  corporate action on the part of the Company and, when the Firm Shares
are issued and  delivered to and paid for by the  Underwriters  pursuant to this
Agreement, the Firm Shares will be validly issued, fully paid, nonassessable and
free of  preemptive  rights and will conform to the  description  thereof in the
Prospectus  (and,  if the  Prospectus  is  not in  existence,  the  most  recent
Preliminary  Prospectus).  No holder of outstanding securities of the Company is
entitled as such to any  preemptive  or other right to subscribe  for any of the
Securities,  and no person is


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<PAGE>

entitled to have  securities  registered by the Company  under the  Registration
Statement or otherwise  under the Act other than as described in the  Prospectus
(and,  if the  Prospectus  is not in  existence,  the  most  recent  Preliminary
Prospectus).

            (g) The  capital  stock of the Company  conforms to the  description
thereof contained in the Prospectus (and, if the Prospectus is not in existence,
the most recent Preliminary Prospectus).

            (h) All  issuances of  securities  of the Company have been effected
pursuant  to an  exemption  from the  registration  requirements  of the Act. No
compensation was paid to or on behalf of any member of the National  Association
of Securities Dealers,  Inc. ("NASD"),  or any affiliate or employee thereof, in
connection with any such issuance.

            (i)  The  financial  statements  of  the  Company  included  in  the
Registration  Statement and the  Prospectus  (and,  if the  Prospectus is not in
existence,  the most recent Preliminary Prospectus) fairly present the financial
position of the Company as of the dates  indicated and the results of operations
of the Company for the periods  specified.  Such financial  statements have been
prepared in accordance with accounting  principles  generally accepted in effect
in the United States of America, consistently applied, except to the extent that
certain footnote  disclosures  regarding unaudited interim periods may have been
omitted in accordance  with the  applicable  rules of the  Commission  under the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The financial data
set forth under the caption  "Summary  Financial  Information" in the Prospectus
(and,  if the  Prospectus  is not in  existence,  the  most  recent  Preliminary
Prospectus)  fairly  present,  on the basis  stated in the  Prospectus  (or such
Preliminary Prospectus), the information included therein.

            (j) Richard A. Eisner & Company,  LLP has audited certain  financial
statements  of the  Company  and  delivered  their  report  with  respect to the
financial  statements included in the Registration  Statement and the Prospectus
(and,  if the  Prospectus  is not in  existence,  the  most  recent  Preliminary
Prospectus),  and are independent public accountants with respect to the Company
as required by the Act and the applicable rules and regulations thereunder.

            (k) Since the respective  dates as of which  information is given in
the Registration  Statement and the Prospectus (and, if the Prospectus is not in
existence,  the most recent  Preliminary  Prospectus),  (i) except as  otherwise
contemplated therein, there has been no material adverse change in the business,
operations,  condition  (financial or  otherwise),  earnings or prospects of the
Company,  whether or not arising in the ordinary course of business, (ii) except
as otherwise stated therein, there have been no transactions entered into by the
Company and no  commitments  made by the Company  that,  individually  or in the
aggregate,  are material with respect to the Company,  (iii) except as otherwise
stated  therein,  there  has  not  been  any  change  in the  capital  stock  or
indebtedness of the Company, and (iv) there has been no dividend or distribution
of any kind declared, paid or made by the Company in respect of any class of its
capital stock.

            (l) The Company has full corporate power and authority to enter into
and perform


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<PAGE>

its obligations under this Agreement and the Underwriters' Warrant Agreement (as
hereinafter  defined).  The  execution  and delivery of this  Agreement  and the
Underwriters'  Warrant  Agreement  have been duly  authorized  by all  necessary
corporate  action  on the  part  of the  Company  and  this  Agreement  and  the
Underwriters'  Warrant  Agreement  have each been duly executed and delivered by
the  Company  and  each  is a  valid  and  binding  agreement  of  the  Company,
enforceable  against the  Company in  accordance  with its terms,  except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent  conveyance,  moratorium and other similar laws affecting  creditors'
rights  generally  and by general  principles of equity  (regardless  of whether
enforcement  is considered  in a proceeding in equity or at law),  and except as
rights to indemnity  and  contribution  under this  Agreement  may be limited by
applicable  law.  The  issuance,  offering  and  sale  by  the  Company  to  the
Underwriters of the Securities  pursuant to this Agreement or the  Underwriters'
Securities  pursuant to the Underwriters'  Warrant Agreement,  the compliance by
the Company with the provisions of this Agreement and the Underwriters'  Warrant
Agreement,  and the consummation of the other transactions  contemplated by this
Agreement  and  the  Underwriters'  Warrant  Agreement  do not (i)  require  the
consent, approval,  authorization,  registration or qualification of or with any
court or governmental or regulatory authority, except such as have been obtained
or may be  required  under  state  securities  or  blue  sky  laws  and,  if the
registration  statement filed with respect to the Securities (as amended) is not
effective  under  the Act as of the  time of  execution  hereof,  such as may be
required (and shall be obtained as provided in this Agreement) under the Act, or
(ii)  conflict  with or result  in a breach or  violation  of, or  constitute  a
default under, any material contract,  indenture,  mortgage, deed of trust, loan
agreement,  note,  lease or other material  agreement or instrument to which the
Company is a party or by which the  Company or any of its  property  is bound or
subject,  or the certificate of incorporation or by-laws of the Company,  or any
statute or any rule, regulation, judgment, decree or order of any court or other
governmental  or  regulatory  authority  or  any  arbitrator  applicable  to the
Company.

            (m) No legal or  governmental  proceedings  are pending to which the
Company is a party or to which the  property of the  Company is subject,  and no
such proceedings have been threatened against the Company or with respect to any
of its  property,  except such as are described in the  Prospectus  (and, if the
Prospectus  is not in existence,  the most recent  Preliminary  Prospectus).  No
contract  or other  document is required  to be  described  in the  Registration
Statement  or the  Prospectus  or to be filed as an exhibit to the  Registration
Statement  that is not  described  therein  (and,  if the  Prospectus  is not in
existence, in the most recent Preliminary Prospectus) or filed as required.

            (n)  The  Company  is not in (i)  violation  of its  certificate  of
incorporation,  by-laws or other  governing  documents,  (ii)  violation  in any
material  respect  of any law,  statute,  regulation,  ordinance,  rule,  order,
judgment  or decree of any court or any  governmental  or  regulatory  authority
applicable to it, or (iii) other than as described in the Prospectus, default in
any  material  respect  in the  performance  or  observance  of any  obligation,
agreement,  covenant or condition contained in any material contract, indenture,
mortgage, deed of trust, loan agreement, note, lease or other material agreement
or  instrument  to which it is a party or by which it or any of its property may
be bound or  subject,  and no event has  occurred  which with notice or lapse of
time or both would constitute such a default.


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<PAGE>

            (o) The Company  currently owns or possesses  adequate rights to use
all intellectual property, including all trademarks, service marks, trade names,
copyrights,  inventions,  know-how,  trade  secrets,  proprietary  technologies,
processes  and  substances,  or  applications  or  licenses  therefor,  that are
described in the Prospectus (and if the Prospectus is not in existence, the most
recent  Preliminary  Prospectus),  and any other rights or interests in items of
intellectual  property  as are  necessary  for the conduct of the  business  now
conducted or proposed to be  conducted  by them as  described in the  Prospectus
(or, such  Preliminary  Prospectus),  and, except as disclosed in the Prospectus
(and such Preliminary  Prospectus),  the Company is not aware of the granting of
any patent rights to, or the filing of applications  therefor by, others, nor is
the Company aware of, nor has the Company received notice of, infringement of or
conflict  with asserted  rights of others with respect to any of the  foregoing.
All  such  intellectual   property  rights  and  interests  are  (i)  valid  and
enforceable  and (ii) to the best knowledge of the Company,  not being infringed
by any third parties.

            (p) The Company possesses adequate licenses, orders, authorizations,
approvals,  certificates or permits issued by the appropriate federal,  state or
foreign  regulatory  agencies or bodies  necessary  to conduct  its  business as
described  in  the  Registration  Statement  and  the  Prospectus  (and,  if the
Prospectus is not in existence,  the most recent Preliminary  Prospectus),  and,
except  as  disclosed  in  the  Prospectus  (and,  if the  Prospectus  is not in
existence, the most recent Preliminary Prospectus),  there are no pending or, to
the best  knowledge  of the  Company,  threatened,  proceedings  relating to the
revocation or modification of any such license, order, authorization,  approval,
certificate or permit.

            (q)  The  Company  has  good  and  marketable  title  to  all of the
properties  and assets  reflected in the  Company's  financial  statements or as
described  in  the  Registration  Statement  and  the  Prospectus  (and,  if the
Prospectus is not in existence, the most recent Preliminary Prospectus), subject
to no lien,  mortgage,  pledge,  charge or encumbrance of any kind, except those
reflected in such  financial  statements  or as  described  in the  Registration
Statement  and the  Prospectus  (and  such  Preliminary  Prospectus).  Except as
disclosed in the Prospectus,  the Company  occupies its leased  properties under
valid and enforceable leases conforming to the description  thereof set forth in
the Registration Statement and the Prospectus (and such Preliminary Prospectus).

            (r) The Company is not and does not intend to conduct  its  business
in a manner in which it would be an  "investment  company" as defined in Section
3(a) of the Investment Company Act of 1940 (the "Investment Company Act").

            (s) The Company has obtained and delivered to the  Underwriters  the
agreements  (the  "Lock-up   Agreements")  with  the  officers,   directors  and
substantially all of the shareholders of the Company substantially to the effect
that, among other things, each such person will not, commencing on the date that
the  Registration  Statement is declared  effective  by the SEC (the  "Effective
Date") and continuing for a period of twelve (12) months thereafter, without the
prior written consent of Nutmeg  Securities Ltd., one of the underwriters of the
offering,  directly or indirectly,  publicly sell,  offer or contract to sell or
grant any option to purchase, transfer, assign or pledge, or otherwise encumber,
or dispose of any shares of Common Stock now or hereafter owned by such person.


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<PAGE>

            (t) No labor  dispute with the employees of the Company  exists,  is
threatened  or, to the best of the Company's  knowledge,  is imminent that could
result in a material  adverse change in the condition  (financial or otherwise),
business,  prospects,  net worth or results of operations of the Company, except
as described in or contemplated by the Prospectus (and, if the Prospectus is not
in existence, the most recent Preliminary Prospectus).

            (u) The  Company is  insured by  insurers  of  recognized  financial
responsibility  against such losses and risks and in such amounts as are prudent
and customary in the businesses in which it is engaged; the Company has not been
refused any  insurance  coverage  sought or applied  for; and the Company has no
reason  to  believe  that it will not be able to renew  its  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers as may be  necessary  to continue  its business at a cost that
would  not  materially  and  adversely   affect  the  condition   (financial  or
otherwise),  business,  prospects,  net worth or  results of  operations  of the
Company,  except as described in or contemplated by the Prospectus  (and, if the
Prospectus is not in existence, the most recent Preliminary Prospectus).

            (v) The Underwriters'  Warrant (as hereinafter defined) will conform
to the description  thereof in the Registration  Statement and in the Prospectus
(and,  if the  Prospectus  is not in  existence,  the  most  recent  Preliminary
Prospectus)  and, when sold to and paid for by the  Underwriters'  in accordance
with the  Underwriters'  Warrant  Agreement,  will have been duly authorized and
validly issued and will constitute valid and binding  obligations of the Company
entitled to the benefits of the Underwriters'  Warrant Agreement.  The shares of
Common  Stock  issuable  upon  exercise  of  the   Underwriters'   Warrant  (the
"Underwriters'  Warrant  Shares")  have been duly  authorized  and  reserved for
issuance upon exercise of the Underwriters'  Warrant by all necessary  corporate
action on the part of the Company and,  when issued and  delivered  and paid for
upon such exercise in  accordance  with the terms of the  Underwriters'  Warrant
Agreement and the Underwriters' Warrant,  respectively,  will be validly issued,
fully paid,  nonassessable and free of preemptive rights and will conform to the
description  thereof  in  the  Prospectus  (and,  if  the  Prospectus  is not in
existence, the most recent Preliminary Prospectus).

            (w) No  person  has  acted as a finder  in  connection  with,  or is
entitled to any commission, fee or other compensation or payment for services as
a finder for or for originating, or introducing the parties to, the transactions
contemplated herein and the Company will indemnify the Underwriters with respect
to any claim for finder's  fees in connection  herewith.  Except as set forth in
the Registration  Statement and the Prospectus (and, if the Prospectus is not in
existence,  the  most  recent  Preliminary  Prospectus),   the  Company  has  no
management or financial consulting agreement with anyone. No promoter,  officer,
director or stockholder of the Company is, directly or indirectly, affiliated or
associated  with an NASD  member  and no  securities  of the  Company  have been
acquired by an NASD  member,  except as  previously  disclosed in writing to the
Underwriters.

            (x) The Company has filed all federal,  state, local and foreign tax
returns which are required to be filed through the date hereof,  or has received
extensions  thereof,  and has  paid all  taxes  shown  on such  returns  and all
assessments  received  by it to the extent that the same are  material  and have
become due.


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<PAGE>

            (y) Neither the Company nor any director,  officer,  agent, employee
or other person associated with or acting on behalf of the Company has, directly
or  indirectly:  used any  corporate  funds for unlawful  contributions,  gifts,
entertainment,  or other unlawful expenses relating to political activity;  made
any unlawful payment to foreign or domestic government officials or employees or
to foreign or domestic  political  parties or campaigns  from  corporate  funds;
violated any provision of the Foreign Corrupt Practices Act of 1977, as amended;
or made  any  bribe,  rebate,  payoff,  influence  payment,  kickback,  or other
unlawful  payment.  No transaction has occurred between or among the Company and
any of its  officers  or  directors  or any  affiliates  of any such  officer or
director,  that is  required  to be  described  in and is not  described  in the
Registration Statement and the Prospectus.

            (z)  Neither  the  Company  nor any of its  officers,  directors  or
affiliates (as defined in the Regulations),  has taken or will take, directly or
indirectly,  prior to the  completion  of the Offering,  any action  designed to
stabilize or manipulate  the price of any security of the Company,  or which has
caused or resulted  in, or which might in the future  reasonably  be expected to
cause or result in,  stabilization  or manipulation of the price of any security
of the Company, to facilitate the sale or resale of any of the Securities or the
Option Securities.

            (aa) Except as  disclosed,  the Company  does not owe its  corporate
counsel any shares of Common Stock as a result of their  services in  connection
with this offering.

      2. Purchase,  Sale and Delivery of the  Securities  and the  Underwriters'
Warrants.

            (a) On the basis of the representations,  warranties, agreements and
covenants  herein  contained and subject to the terms and conditions  herein set
forth,  the  Company  agrees  to  issue  and sell to the  Underwriters,  and the
Underwriters  agree, to purchase from the Company,  the number of Firm Shares as
set forth opposite its name on Schedule 1 annexed hereto, at a purchase price of
between $10.00 and $12.00, less a 7% discount for commissions.

            (b) Certificates in definitive form for the Firm Securities that the
Underwriters  have agreed to purchase  hereunder,  and in such  denomination  or
denominations  and registered in such name or names as the Underwriters  request
upon notice to the Company at least 48 hours prior to the Firm Closing  Date, as
hereinafter  defined,  shall be  delivered by or on behalf of the Company to the
Underwriters,  against  payment  by or on  behalf  of  the  Underwriters  of the
purchase  prices  therefor by wire transfer of immediately  available funds to a
bank  account  specified by the Company.  Such  delivery of the Firm  Securities
shall be made at the  offices of  counsel  for the  Underwriters,  101 East 52nd
Street, New York, New York at 9:30 A.M., New York City time on June 1999, within
ten (10) business days from the Effective Date, or at such other place,  time or
date as the  Underwriters  and the Company may agree upon, such time and date of
delivery  against  payment being herein  referred to as the "Firm Closing Date."
The Company will make such  certificates  for the Firm Securities  available for
checking and packaging by the Underwriters, at such offices as may be designated
by the  Underwriters,  at least 24 hours prior to the Firm Closing Date. In lieu
of physical delivery, the closing may occur by "DTC" delivery.


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<PAGE>

            (c) For the purpose of covering any  over-allotments  in  connection
with the  distribution  and sale of the Firm  Securities as  contemplated by the
Prospectus,  the Company hereby grants to the Underwriters an option to purchase
any  or  all  of  the  Option  Shares,  which  options  are  exercisable  by the
Underwriters on behalf of and for the account of the Underwriters.  The purchase
price to be paid for any of the Option  Shares shall be the same price per share
for the Firm  Securities set forth above in paragraph (a) of this Section 2. The
option  granted  hereby  may be  exercised  as to all or any part of the  Option
Shares from time to time within 45 calendar  days after the Firm  Closing  Date.
The Underwriters shall not be under any obligation to purchase any of the Option
Shares prior to the exercise of such option.  The Underwriters may, from time to
time,  exercise  the  option  granted  hereby by giving  notice in writing or by
telephone  (confirmed  in writing),  to the Company  setting forth the aggregate
number of Option Shares as to which the  Underwriters  are then  exercising  the
option and the date and time for delivery of and payment for such Option Shares.
Any such date of delivery shall be determined by the  Underwriters but shall not
be earlier than two business  days or later than three  business days after such
exercise  of the option and,  in any event,  shall not be earlier  than the Firm
Closing Date. The time and date set forth in such notice,  or such other time on
such other date as the  Underwriters  and the Company may agree upon,  is herein
called the  "Option  Closing  Date" with  respect to such  Option  Shares.  Upon
exercise of the option as provided herein, the Company shall become obligated to
sell to the  Underwriters,  and, subject to the terms and conditions  herein set
forth, the Underwriters shall become obligated to purchase from the Company, the
Option Shares as to which the  Underwriters  are then exercising its option.  If
the  option  is  exercised  as to all  or any  portion  of  the  Option  Shares,
certificates  in definitive form for such Option Shares,  and payment  therefor,
shall be delivered on the related  Option  Closing Date in the manner,  and upon
the terms and  conditions,  set forth in paragraph (b) of this Section 2, except
that reference therein to the Firm Securities and the Firm Closing Date shall be
deemed,  for purposes of this  paragraph (c), to refer to such Option Shares and
Option Closing Date, respectively.

            (d) On the Firm Closing  Date,  the Company  will further  issue and
sell to the Underwriters or, at the direction of the Underwriters,  to bona fide
officers of the Underwriters,  for an aggregate  purchase price of $10, warrants
to purchase  Common Stock (the  "Underwriters'  Warrant")  entitling the holders
thereof to purchase an aggregate of 200,000  shares of Common Stock for a period
of four years, such period to commence on the first anniversary of the Effective
Date. The Underwriters' Warrant shall be exercisable at a price equal to 150% of
the public  offering  price of the Common  Stock,  and shall  contain  terms and
provisions more fully described herein below and as set forth more  particularly
in the warrant agreement relating to the Underwriters' Warrant to be executed by
the  Company on the  Effective  Date (the  "Underwriters'  Warrant  Agreement"),
including,  but not limited to, (i)  customary  anti-dilution  provisions in the
event of stock dividends,  split mergers,  sales of all or substantially  all of
the Company's  assets,  sales of stock below then prevailing  market or exercise
prices and other events,  and (ii)  prohibitions of mergers,  consolidations  or
other reorganizations of or by the Company or the taking by the Company of other
action during the five-year  period following the Effective Date unless adequate
provision is made to preserve, in substance, the rights and powers incidental to
the Underwriters'  Warrant. As provided in the Underwriters'  Warrant Agreement,
the  Underwriters  may  designate  that the  Underwriters'  Warrant be issued in
varying amounts directly to bona fide officers of the  Underwriters.  As further
provided,  no  sale,  transfer,  assignment,  pledge  or  hypothecation  of  the
Underwriters' Warrant shall be made


                                       9
<PAGE>

for a period of 12 months from the  Effective  Date,  except (i) by operation of
law or reorganization of the Company,  or (ii) to the Underwriters and bona fide
partners, officers of the Underwriters and selling group members.

      3. Offering by the  Underwriters.  The  Underwriters  propose to offer the
Firm  Securities  for  sale to the  public  upon  the  terms  set  forth  in the
Prospectus (the "Offering").

      4.  Covenants of the Company.  The Company  covenants  and agrees with the
Underwriters that:

            (a) The Company will use its best efforts to cause the  Registration
Statement,  if not  effective  at the time of execution  of this  Agreement,  to
become effective as promptly as possible. If required, the Company will file the
Prospectus  and any amendment or supplement  thereto with the  Commission in the
manner and within the time period  required by Rule 424(b) under the Act. During
any  time  when a  prospectus  relating  to the  Securities  is  required  to be
delivered  under the Act,  the Company  (i) will  comply  with all  requirements
imposed  upon it by the Act and the  rules  and  regulations  of the  Commission
thereunder  to the extent  necessary  to permit the  continuance  of sales of or
dealings in the Securities in accordance  with the provisions  hereof and of the
Prospectus,  as then  amended or  supplemented,  and (ii) will not file with the
Commission  any  prospectus  or amendment  referred to in the first  sentence of
section (a) (i) hereof,  any amendment or  supplement to such  prospectus or any
amendment to the Registration  Statement as to which the Underwriters  shall not
previously  have been advised and furnished with a copy for a reasonable  period
of time prior to the  proposed  filing and as to which  filing the  Underwriters
shall not have given their  consent.  The Company will prepare and file with the
Commission,  in accordance  with the rules and  regulations  of the  Commission,
promptly upon request by the  Underwriters or counsel to the  Underwriters,  any
amendments to the  Registration  Statement or amendments or  supplements  to the
Prospectus   that  may  be  necessary  or  advisable  in  connection   with  the
distribution  of the  Securities  by the  Underwriters,  and  will  use its best
efforts to cause any such amendment to the Registration Statement to be declared
effective by the Commission as promptly as possible. The Company will advise the
Underwriters,  promptly after  receiving  notice  thereof,  of the time when the
Registration  Statement  or any  amendment  thereto  has been filed or  declared
effective or the  Prospectus  or any  amendment or  supplement  thereto has been
filed and will provide  evidence  satisfactory to the  Underwriters of each such
filing or effectiveness.

            (b)  The  Company  will  advise  the  Underwriters,  promptly  after
receiving  notice or  obtaining  knowledge  thereof,  of (i) the issuance by the
Commission of any stop order  suspending the  effectiveness  of the Registration
Statement  or any order  preventing  or  suspending  the use of any  Preliminary
Prospectus or the  Prospectus or any amendment or supplement  thereto,  (ii) the
suspension of the  qualification  of any  Securities for offering or sale in any
jurisdiction,  (iii) the institution,  threat or contemplation of any proceeding
for any such purpose,  or (iv) any request made by the  Commission  for amending
the Registration Statement,  for amending or supplementing the Prospectus or for
additional  information.  The Company  will use its best  efforts to prevent the
issuance of any such stop order and, if any such stop order is issued, to obtain
the withdrawal thereof as promptly as possible.


                                       10
<PAGE>

            (c)  The  Company   will,  in   cooperation   with  counsel  to  the
Underwriters,  arrange for the  qualification of the Securities for offering and
sale  under  the  blue  sky or  securities  laws  of such  jurisdictions  as the
Underwriters may designate and will continue such  qualifications  in effect for
as long as may be necessary to complete the distribution of the Securities.

            (d) If, at any time when a prospectus  relating to the Securities is
required to be  delivered  under the Act,  any event occurs as a result of which
the  Prospectus,  as then  amended or  supplemented,  would  include  any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements  therein,  in the light of the circumstances  under which
they were made,  not  misleading,  or if for any other reason it is necessary at
any time to amend or  supplement  the  Prospectus  to comply with the Act or the
rules or  regulations of the  Commission  thereunder,  the Company will promptly
notify the  Underwriters  thereof  and,  subject to Section  4(a)  hereof,  will
prepare and file with the Commission,  at the Company's expense, an amendment to
the Registration  Statement or an amendment or supplement to the Prospectus that
corrects such statement or omission or effects such compliance.

            (e) Intentionally left blank.

            (f) The Company will,  without charge,  provide to the  Underwriters
and  to  counsel  for  the  Underwriters  (i)  as  many  signed  copies  of  the
registration  statement originally filed with respect to the Securities and each
amendment thereto (in each case including  exhibits thereto) as the Underwriters
may  reasonably  request,  (ii) as many  conformed  copies of such  registration
statement and each amendment  thereto (in each case without exhibits thereto) as
the  Underwriters  may  reasonably  request,  and (iii) so long as a  prospectus
relating to the  Securities  is required to be delivered  under the Act, as many
copies of each  Preliminary  Prospectus  or the  Prospectus  or any amendment or
supplement thereto as the Underwriters may reasonably request.

            (g) The  Company,  as  soon  as  practicable,  will  make  generally
available to its security holders and to the Underwriters an earnings  statement
of the Company that  satisfies  the  provisions of Section 11 (a) of the Act and
Rule 158 thereunder.

            (h) The Company will reserve and keep  available  for issuance  that
maximum  number of  authorized  but  unissued  shares of Common  Stock which are
issuable upon exercise of any outstanding warrants and the Underwriters' Warrant
(including the underlying securities) outstanding from time to time.

            (i) The  Company  will apply the net  proceeds  from the sale of the
Securities  being  sold  by it as set  forth  under  "Use  of  Proceeds"  in the
Prospectus.

            (j) Intentionally left blank.

            (k) Prior to the Closing  Date or the Option  Closing Date (if any),
the Company will not,  directly or indirectly,  without prior written consent of
the Underwriters,  issue any press release or other public  announcement or hold
any press  conference with respect to the Company or


                                       11
<PAGE>

its activities with respect to the Offering (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).

            (l)  If,  at  the  time  that  the  Registration  Statement  becomes
effective,  any information  shall have been omitted  therefrom in reliance upon
Rule 430A  under the Act,  then  immediately  following  the  execution  of this
Agreement,  the Company will  prepare,  and file or transmit for filing with the
Commission in accordance with Rule 430A and Rule 424(b) under the Act, copies of
the Prospectus  including the information  omitted in reliance on Rule 430A, or,
if required by such Rule 430A, a  post-effective  amendment to the  Registration
Statement  (including an amended  Prospectus),  containing  all  information  so
omitted.

            (m)  The  Company  will  assist  the  Underwriters  in  causing  the
Securities to be listed on the American Stock Exchange on the Effective Date and
to maintain such listing thereafter.

            (n) During the period of five years from the Firm Closing Date,  the
Company will, as promptly as possible, not to exceed 135 days, after each annual
fiscal  period  render and  distribute  reports to its  stockholders  which will
include audited  statements of its operations and changes of financial  position
during such period and its audited  balance  sheet as of the end of such period,
as to which statements the Company's  independent  certified public  accountants
shall have rendered an opinion and shall timely file all reports  required to be
filed under the securities laws.

            (o) During a period of five years  commencing  with the Firm Closing
Date, the Company will furnish to the  Underwriters,  at the Company's  expense,
copies of all periodic and special  reports  furnished  to  stockholders  of the
Company and of all information, documents and reports filed with the Commission.

            (p) The Company has  appointed  Continental  Stock  Transfer & Trust
Company as transfer  agent for the Common  Stock,  subject to the  Closing.  The
Company  will not change or  terminate  such  appointment  for a period of three
years from the Firm Closing Date without first  obtaining the written consent of
the  Underwriters.  For a period of three years after the  Effective  Date,  the
Company shall cause the transfer agent to deliver promptly to the Underwriters a
duplicate  copy  of  the  daily  transfer  sheets  relating  to  trading  of the
Securities.  The Company  shall also  provide to the  Underwriters,  on a weekly
basis, copies of the DTC special securities positions listing report.

            (q) During the period of 180 days after the date of this  Agreement,
the  Company  will not at any time,  directly  or  indirectly,  take any  action
designed to or that will  constitute,  or that might  reasonably  be expected to
cause or  result  in,  the  stabilization  of the price of the  Common  Stock to
facilitate the sale or resale of any of the Securities.

            (r) The Company will not take any action to  facilitate  the sale of
any shares of Common  Stock  pursuant to Rule 144 under the Act if any such sale
would violate any of the terms of the Lock-up Agreements.

            (s) Prior to the 120th day after the Firm Closing Date,  the Company
will provide


                                       12
<PAGE>

the  Underwriters and their designees with four bound volumes of the transaction
documents relating to the Registration  Statement and the closing(s)  hereunder,
in form and substance reasonably satisfactory to the Underwriters, as well as 14
traditional locite cubes and four plaques to commemorate the offering.

            (t) The Company  shall  consult with the  Underwriters  prior to the
distribution  to third  parties of any  financial  information  news releases or
other  publicity  regarding  the  Company,  its  business,  or any terms of this
offering  and the  Underwriters  will  consult  with  the  Company  prior to the
issuance of any  research  report or  recommendation  concerning  the  Company's
securities.  Copies of all  documents  that the Company or its public  relations
firm intend to distribute will be provided to the  Underwriters for review prior
to such distribution.

            (u)  The  Company  and  the  Underwriters  will  advise  each  other
immediately  in writing as to any  investigation,  proceeding,  order,  event or
other  circumstance,  or any threat thereof, by or relating to the Commission or
any other  governmental  authority,  that could impair or prevent the  Offering.
Except as required by law or as otherwise  mutually  agreed in writing,  neither
the Company nor the Underwriters  will acquiesce in such  circumstances and each
will actively defend any proceedings or orders in that connection.

            (v) The Company shall first submit to the Underwriters  certificates
representing  the  Securities  for  approval  prior to printing,  and shall,  as
promptly  as  possible,   after  filing  the  Registration  Statement  with  the
Commission, obtain CUSIP numbers for the Securities.

            (w) The Company will prepare and file a registration  statement with
the  Commission  pursuant  to section 12 of the 1934 Act,  and will use its best
efforts to have such registration statement declared effective by the Commission
on an  accelerated  basis on the day after the Effective  Date. For this purpose
the  Company  shall  prepare  and file with the  Commission  a  General  Form of
Registration of Securities (Form 8-A or Form 10).

            (x) For so long as the Securities are registered under the 1934 Act,
the Company  will hold an annual  meeting of  stockholders  for the  election of
directors  within 180 days after the end of each of the  Company's  fiscal years
and  within 135 days after the end of each of the  Company's  fiscal  years will
provide the Company's  stockholders with the audited financial statements of the
Company as of the end of the fiscal  year just  completed  prior  thereto.  Such
financial  statements  shall be those  required by Rule 14a-3 under the 1934 Act
and shall be included in an annual report  pursuant to the  requirements of such
Rule.

            (y) The Company will take all necessary and  appropriate  actions to
be included in Standard and Poor's Corporation  Descriptions or other equivalent
manual and to maintain  its listing  therein for a period of five (5) years from
the Effective Date. Such  application  shall be made on an accelerated  basis no
more than two days following the Effective Date.

            (z) On or prior to the Effective Date, the Company will give written
instructions  to the transfer agent for the Common Stock directing said transfer
agent to place stop-order


                                       13
<PAGE>

restrictions against, and appropriate legends advising of the Lock-Up Agreements
on, the  certificates  representing  the  securities of the Company owned by the
persons who have entered into the Lock-up Agreements.

            (aa) For a period of two years  following  the Effective  Date,  the
Company will not issue any shares of Common Stock or Securities convertible into
Common Stock without the prior written consent of the Underwriters,  except that
the Company may issue (i) option to purchase  Common  Stock under the  Company's
Stock Option Plan and the shares  underlying such options;  and (ii) the Company
may issue securities for acquisitions  where such acquisitions  would not have a
materially adverse effect on the financial condition of the Company.

      4. Expenses

            (a) The  Company  shall pay all costs and  expenses  incident to the
performance  of its  obligations  under  this  Agreement,  whether  or  not  the
transactions contemplated hereby are consummated or this Agreement is terminated
pursuant to Section 10 hereof,  including all costs and expenses incident to (i)
the  preparation,  printing and filing or other  production  of  documents  with
respect to the  transactions,  including any costs of printing the  Registration
Statement  originally  filed with respect to the  Securities  and any  amendment
thereto,  any  Preliminary  Prospectus  and the  Prospectus and any amendment or
supplement thereto, this Agreement,  the selected dealer agreement and the other
agreements and documents  governing the  underwriting  arrangements and any blue
sky memoranda,  (ii) all reasonable and necessary  arrangements  relating to the
delivery to the Underwriters of copies of the foregoing documents, and the costs
and expenses of the  Underwriters in mailing or otherwise  distributing the same
including telephone charges,  duplications and other accountable expenses, (iii)
the fees and disbursements of the counsel, the accountants and any other experts
or advisors retained by the Company, (iv) the preparation, issuance and delivery
to the  Underwriters of any  certificates  evidencing the Securities,  including
transfer agent's,  warrant agent's and registrar's fees or any transfer or other
taxes payable thereon,  (v) the qualification of the Securities under state blue
sky or securities  laws,  including  filing fees and fees and  disbursements  of
counsel  relating thereto and any fees and  disbursements  of local counsel,  if
any,  retained for such purpose,  (vi) the filing fees of the Commission and the
NASD relating to the  Securities,  (vii) the inclusion of the  Securities on The
American Stock Exchange and in the Standard and Poor's Corporation  Descriptions
Manual,  (viii) any "road shows" or other meetings with prospective investors in
the Securities, including transportation,  accommodation, meal, conference room,
audio-visual  presentation and similar expenses, but not including such expenses
for the Underwriters or their Underwriters or designees in excess of $15,000 and
(ix) the  publication  of  "tombstone  advertisements"  in  newspapers  or other
publications  selected by the  Underwriters,  and the  manufacture of prospectus
memorabilia.  In addition to the  foregoing,  the Company,  shall  reimburse the
Underwriters  for  its  expenses  on  the  basis  of a  non-accountable  expense
allowance in the amount of 3.00% of the gross  offering  proceeds to be received
by the  Company.  The  non-accountable  expense  allowance,  based on the  gross
proceeds from the sale of the Firm Securities,  shall be deducted from the funds
to be paid by the Underwriters in payment for the Firm  Securities,  pursuant to
Section 2 of this Agreement,  on the Firm Closing Date. To the extent any Option
Shares are sold, any remaining  non-accountable  expense  allowance based on the
gross  proceeds  from the sale of the


                                       14
<PAGE>

Option Shares shall be deducted from the funds to be paid by the Underwriters in
payment for the Option Shares,  pursuant to Section 2 of this Agreement,  on the
Option Closing Date. The Company  warrants,  represents and agrees that all such
payments and  reimbursements  will be promptly and fully made. The  Underwriters
acknowledged  that $70,000 of such  non-accountable  expense  allowance has been
previously paid to one of the  underwriters,  Security  Capital  Trading,  Inc.,
which amount will be offset against the 3%.

            (b)  Notwithstanding  any other provision of this Agreement,  if the
Offering is terminated in accordance with the provisions of Section 6 or Section
10, the Company  agrees that, in addition to the Company paying its own expenses
as  described  in  subparagraph  (a) above,  the  Company  shall  reimburse  the
Underwriters for its actual accountable  out-of-pocket  expenses (in addition to
blue sky legal fees and expenses  referred to in subparagraph  (a) above) net of
the $70,000  which has  previously  been advanced to the  Underwriters,  up to a
maximum of $70,000.  Such expenses shall include,  but are not to be limited to,
fees for the services and time of counsel for the Underwriters to the extent not
covered by clause (a) above, plus any additional  expenses and fees,  including,
but not limited to, travel expenses,  postage  expenses,  duplication  expenses,
long-distance   telephone   expenses,   and  other  expenses   incurred  by  the
Underwriters in connection with the proposed offering.

      5. Intentionally left blank.

      6.  Conditions of the  Underwriters'  Obligations.  The obligations of the
Underwriters  to purchase and pay for the Firm Shares  shall be subject,  in the
Underwriters'  sole  discretion,  to the  accuracy  of the  representations  and
warranties of the Company  contained  herein as of the date hereof and as of the
Firm Closing Date as if made on and as of the Firm Closing Date, to the accuracy
of the  statements  of the Company's  officers  made pursuant to the  provisions
hereof,  to the  performance  by the  Company of its  covenants  and  agreements
hereunder and to the following additional conditions:

            (a) If the Registration  Statement,  as heretofore amended,  has not
been declared  effective as of the time of execution  hereof,  the  Registration
Statement,  as  heretofore  amended or as amended by an amendment  thereto to be
filed prior to the Firm Closing  Date,  shall have been  declared  effective not
later than 5:30 P.M.,  New York City time, on the date on which the amendment to
such Registration  Statement containing information regarding the initial public
offering  price of the Securities  has been filed with the  Commission,  or such
later  time and date as shall have been  consented  to by the  Underwriters;  if
required, the Prospectus and any amendment or supplement thereto shall have been
filed with the  Commission in the manner and within the time period  required by
Rule 424(b) under the Act, 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  threatened  or, to the knowledge of the
Company or the  Underwriters,  shall be contemplated by the Commission;  and the
Company shall have complied with any request of the  Commission  for  additional
information (to be included in the  Registration  Statement or the Prospectus or
otherwise).


                                       15
<PAGE>

            (b) The Underwriters shall have received an opinion,  dated the Firm
Closing  Date,  of Silverman,  Collura & Chernis,  P.C.  counsel to the Company,
substantially to the effect that:

                  (1) the  Company  has been duly  incorporated  and is  validly
existing as a corporation in good standing under the laws of the jurisdiction of
its  organization  and is duly  qualified  to  transact  business  as a  foreign
corporation and is in good standing under the laws of each other jurisdiction in
which its ownership or leasing of any  properties or the conduct of its business
requires such qualification,  except where the failure to be in good standing or
so qualify would not have a materially adverse effect upon the Company;

                  (2) the Company has full corporate  power and authority to own
or lease its property and conduct its business as it is now being  conducted and
as it is proposed to be conducted,  as described in the  Registration  Statement
and the  Prospectus,  and the Company has full corporate  power and authority to
enter into this Agreement and the  Underwriters'  Warrant Agreement and to carry
out all the terms and provisions hereof and thereof to be carried out by it;

                  (3) to the knowledge of such counsel, there are no outstanding
options,  warrants or other rights granted by the Company to purchase  shares of
its Common Stock, preferred stock or other securities other than as described in
the  Prospectus;  the Shares  have been duly  authorized  and the  Underwriters'
Warrant  Shares have been duly reserved for issuance by all necessary  corporate
action on the part of the Company and the Shares  when issued and  delivered  to
and paid for by the Underwriters,  pursuant to this Agreement, the Underwriters'
Warrant when issued and delivered and paid for in accordance with this Agreement
and  the  Underwriters'   Warrant   Agreement  by  the  Underwriters,   and  the
Underwriters'  Warrant  Shares when issued upon  payment of the  exercise  price
specified in the  Underwriters'  Warrant,  will be validly  issued,  fully paid,
nonassessable  and free of preemptive rights and will conform to the description
thereof  in the  Prospectus;  to the  knowledge  of such  counsel,  no holder of
outstanding  securities of the Company is entitled as such to any  preemptive or
other  right to  subscribe  for any of the Shares or the  Underwriters'  Warrant
Shares;  and to the  knowledge  of such  counsel,  no person is entitled to have
securities  registered  by the  Company  under  the  Registration  Statement  or
otherwise under the Act other than as described in the Prospectus;

                  (4) the  execution  and  delivery  of this  Agreement  and the
Underwriters'  Warrant  Agreement  have been duly  authorized  by all  necessary
corporate  action  on the  part  of the  Company  and  this  Agreement  and  the
Underwriters'  Warrant  Agreement  have been duly  executed and delivered by the
Company,  and each is a valid and binding agreement of the Company,  enforceable
against the Company in accordance with its terms,  except as enforceability  may
be limited by bankruptcy,  insolvency,  reorganization,  fraudulent  conveyance,
moratorium and other similar laws affecting  creditors'  rights generally and by
general principles of equity (regardless of whether enforcement is considered in
a  proceeding  in equity  or at law) and  except  as  rights  to  indemnity  and
contribution under this Agreement and the Underwriters' Warrant Agreement may be
limited by  applicable  securities  laws and the public policy  underlying  such
laws;

                  (5) the  Underwriters'  Warrant  is duly  authorized  and upon
payment of the


                                       16
<PAGE>

purchase  price  therefore  specified in Section 2(d) of this  Agreement will be
validly issued and constitute valid and binding obligations of the Company;  and
the  certificates  representing  the Securities are in due and proper form under
law;

                  (6) the  statements  set  forth in the  Prospectus  under  the
caption  "Description  of  Securities"  insofar as those  statements  purport to
summarize the terms of the capital stock and warrants of the Company,  provide a
fair summary of such terms; to the knowledge of such counsel, the statements set
forth in the Prospectus describing statutes and regulations and the descriptions
of the  consequences to the Company under such statutes and regulations are fair
summaries of the  information set forth therein and are accurate in all material
respects;  to the knowledge of such counsel,  the statements in the  Prospectus,
insofar as those statements constitute summaries of the contracts,  instruments,
leases or  licenses  referred  to  therein,  constitute  a fair  summary  in all
material  respects  of those  contracts,  instruments,  leases or  licenses  and
include all material terms thereof, as applicable;

                  (7) none of (A) the execution  and delivery of this  Agreement
and the Underwriters' Warrant Agreement, (B) the issuance,  offering and sale by
the Company to the Underwriters of the Securities pursuant to this Agreement and
the  Underwriters'   Warrant  Shares  pursuant  to  the  Underwriters'   Warrant
Agreement,  or (C) the  compliance  by the Company with the other  provisions of
this Agreement and the  Underwriters'  Warrant Agreement and the consummation of
the  transactions  contemplated  hereby and  thereby,  to the  knowledge of such
counsel (1) requires  the  consent,  approval,  authorization,  registration  or
qualification of or with any court or governmental authority known to us, except
such as have been  obtained and such as may be required  under state blue sky or
securities  laws as to which we express no  opinion,  or (2)  conflicts  with or
results  in a breach or  violation  of, or  constitutes  a  default  under,  any
material contract,  indenture,  mortgage,  deed of trust, loan agreement,  note,
lease or other material  agreement or instrument  known to such counsel to which
the Company is a party or by which the  Company or any of its  property is bound
or subject,  or the certificate of incorporation  or by-laws of the Company,  or
any material statute or any judgment,  decree,  order, rule or regulation of any
court or other  governmental  or regulatory  authority known to us applicable to
the Company;

                  (8) to  the  knowledge  of  such  counsel,  (A)  no  legal  or
governmental proceedings are pending to which the Company is a party or to which
the  property of the Company is subject  except  those  arising in the  ordinary
course of business and fully  covered by insurance  and (B) no contract or other
document  is required  to be  described  in the  Registration  Statement  or the
Prospectus or to be filed as an exhibit to the  Registration  Statement  that is
not described therein or filed as required;

                  (9) to the  knowledge of such counsel,  the Company  possesses
adequate licenses, orders,  authorizations,  approvals,  certificates or permits
issued by the appropriate federal,  state or local regulatory agencies or bodies
necessary to conduct its business as described in the Registration Statement and
the Prospectus,  and, there are no pending or threatened proceedings relating to
the  revocation  or  modification  of any such  license,  order,  authorization,
approval,  certificate  or  permit,  except  as  disclosed  in the  Registration
Statement and the Prospectus,  which


                                       17
<PAGE>

would have a material adverse effect on the Company;

                  (10) the  Company  is not in  violation  or  breach  of, or in
default  with  respect  to,  any term of its  certificate  of  incorporation  or
by-laws,  and to the  knowledge  of  such  counsel,  the  Company  is not in (i)
violation in any material respect of any law,  statute,  regulation,  ordinance,
rule,  order,  judgment or decree of any court or any governmental or regulatory
authority  applicable  to it, or (ii)  default  in any  material  respect in the
performance or observance of any  obligation,  agreement,  covenant or condition
contained in any material  contract,  indenture,  mortgage,  deed of trust, loan
agreement,  note, lease or other material agreement or instrument to which it is
a party or by which it or any of its  property  may be bound or subject,  and no
event has  occurred  which with notice,  lapse of time or both would  constitute
such a default;

                  (11) the  Shares  have  been  approved  for  inclusion  on the
American Stock Exchange;

                  (12) the  Registration  Statement is effective  under the Act;
any required  filing of the Prospectus  pursuant to Rule 424(b) has been made in
the manner  and  within the time  period  required  by Rule  424(b);  and to our
knowledge,  no stop  order  suspending  the  effectiveness  of the  Registration
Statement or any amendment thereto has been issued,  and no proceedings for that
purpose have been  instituted  or threatened  or, to the best  knowledge of such
counsel, are contemplated by the Commission;

                  (13) the Registration  Statement originally filed with respect
to the Securities  and each amendment  thereto and the Prospectus (in each case,
other than the financial  statements,  the notes,  schedules and other financial
and statistical  information  contained  therein,  as to which such counsel need
express  no  opinion)  comply  as to  form in all  material  respects  with  the
applicable  requirements  of the  Act  and  the  rules  and  regulations  of the
Commission thereunder; and

                  (14) the Company is not an "investment  company" as defined in
Section 3(a) of the Investment  Company Act of 1940 and, if the Company conducts
its business as set forth in the  Prospectus,  it will not become an "investment
company" and will not be required to register under the Investment Company.

            Such   counsel   also  shall  state  in  its  opinion  that  it  has
participated in the preparation of the Registration Statement and the Prospectus
and that  nothing has come to its  attention  that has caused it to believe that
the  Registration  Statement,  at the time it became  effective  (including  the
information  deemed to be a part of the  Registration  Statement  at the time of
effectiveness  pursuant to Rule  430A(b),  if  applicable),  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 not  misleading or
that the Prospectus, as of its date or as of the Firm Closing Date, contained an
untrue  statement of material fact or omitted to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

            In rendering any such opinion,  such counsel may rely, as to matters
of fact, to the extent such


                                       18
<PAGE>

counsel deems proper, on certificates of responsible officers of the Company and
public  officials,  copies  of  which  certificates  will  be  provided  to  the
Underwriters,  and, as to matters of the laws of certain  jurisdictions,  on the
opinions of other counsel to the Company, which opinions shall also be delivered
to the Underwriters,  in form and substance  acceptable to the Underwriters,  if
such other counsel expressly  authorize such reliance and counsel to the Company
expressly  states in their  opinion that such  counsel's  and the  Underwriters'
reliance upon such opinion is justified.

            (c). 1. 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 & Company,
LLP:

                  a.  confirming  that  it  is a  independent  certified  public
accountant  with  respect to the  Company  within the meaning of the Act and the
applicable Rules and Regulations;

                  b.  stating  that  it is  their  opinion  that  the  financial
statements of the Company  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 Underwriters may rely
upon the  opinion  of  Richard  A.  Eisnor &  Company,  LLP with  respect to the
financial statements included in the Registration Statement;

                  c.  stating  that,  on the  basis of a  limited  review  which
included  a  reading  of  the  latest  available   unaudited  interim  financial
statements  of the  Company,  a reading of the latest  available  minutes of the
stockholders and board of directors and the various  committees of the boards of
directors of the Company, consultations with officers and other employees of the
Company  responsible  for financial and accounting  matters and other  specified
procedures and inquiries (which, as to the interim financial statements included
in the Registration Statement, shall constitute a review as described in SAS No.
71,  Interim  Financial  Statements),  nothing  has come to Richard A.  Eisnor &
Company,  LLP attention  which would lead them to believe that (i) the unaudited
financial  statements of the Company 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  included in the Registration  Statement,  or (ii) at a specified
date not more than five (5) days prior to the Effective Date, there has been any
change in the capital stock or long-term debt of the Company, or any decrease in
the  stockholders'  equity or net current assets or net assets of the Company as
compared with amounts  shown in the December 31, 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 (iii) during the period from December
31, 1999 to a specified  date not more than five (5) days prior to the Effective
Date, there was any decrease (increase) in net revenues, net income (loss) or in
net earnings  (loss) per common  share of the Company,  in each case as compared
with the  corresponding  period December 31, 1999  beginning,  other than as set
forth in or contemplated  by the  Registration


                                       19
<PAGE>

Statement, or, if there was any such decrease,  setting forth the amount of such
decrease (increase);

                  d. setting forth, at a date not later than five (5) days prior
to the Effective Date, the amount of liabilities of the Company;

                  e. 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 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 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; and

                  f.  statements  as to  such  other  matters  incident  to  the
transaction contemplated hereby as the Underwriters may request.

                  2. At the Firm Closing Date and the Option  Closing  Date,  if
any, the Underwriters shall have received from Richard A. Eisner & Company, LLP,
a letter,  dated as of the Firm Closing Date or the Option  Closing Date, as the
case may be, to the effect that it reaffirms that  statements made in the letter
furnished  pursuant  to  subsection  A of this  Section  6(c),  except  that the
specified  date referred to shall be a date not more than five (5) days prior to
the Firm 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
(e) of  subsection  (1) of this Section  6(c) with  respect to certain  amounts,
percentages  and  financial  information  as specified by the  Underwriters  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 (e).

            (d) The  representations  and warranties of the Company contained in
this  Agreement  shall  be true  and  correct  as if made on and as of the  Firm
Closing Date; the Registration  Statement shall not include any untrue statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein  in  order  to make  the  statements  therein  not  misleading,  and the
Prospectus,  as amended or supplemented  as of the Firm Closing Date,  shall not
include any untrue  statement  of a material  fact or omit to state any material
fact  necessary  in order to make the  statements  therein,  in the light of the
circumstances under which they were made, not misleading;  and the Company shall
have  performed all covenants and agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to the Firm Closing Date.

            (e) No stop order  suspending the  effectiveness of the Registration
Statement or any amendment  thereto shall have been issued,  and no  proceedings
for that purpose shall have been instituted or threatened or contemplated by the
Commission.

            (f)  Subsequent to the respective  dates as of which  information is
given in the


                                       20
<PAGE>

Registration  Statement  and the  Prospectus,  there  shall  not  have  been any
material  adverse change,  or any development  involving a prospective  material
adverse change, in the business, operations, condition (financial or otherwise),
earnings or  prospects  of the  Company,  except in each case as described in or
contemplated  by the  Prospectus  (exclusive  of  any  amendment  or  supplement
thereto).

            (g) The  Underwriters  shall have received a certificate,  dated the
Firm  Closing  Date,  of the Chief  Executive  Officer and the  Secretary of the
Company to the effect set forth in subparagraphs (d) through (f) above.

            (h) The Common Stock shall be qualified in such jurisdictions as the
Underwriters  may  reasonably  request  pursuant to Section 4(c),  and each such
qualification  shall be in effect  and not  subject  to any stop  order or other
proceeding on the Firm Closing Date.

            (i)  The  Company   shall  have   executed  and   delivered  to  the
Underwriters  the   Underwriters'   Warrant   Agreement  and  a  certificate  or
certificates  evidencing  the  Underwriters'  Warrant,  in  each  case in a form
acceptable to the Underwriters.

            (j) The Underwriters shall have received Lock-up Agreements executed
by primarily all of the company's stockholders.

            (K) On or before the Firm Closing Date, the Underwriters and counsel
for the Underwriters shall have received such further  certificates,  documents,
letters or other  information  as they may have  reasonably  requested  from the
Company and other security holders of the Company.

      All opinions,  certificates,  letters and documents  delivered pursuant to
this  Agreement  will  comply  with  the  provisions  hereof  only if  they  are
reasonably satisfactory in all material respects to the Underwriters and counsel
for the  Underwriters.  The  Company  shall  furnish  to the  Underwriters  such
conformed copies of such opinions,  certificates,  letters and documents in such
quantities as the Underwriters and counsel for the Underwriters shall reasonably
request.

      The  obligation  of the  Underwriters  to purchase  and pay for any Option
Shares shall be subject, in its discretion, to each of the foregoing conditions,
except that all  references  to the Firm  Securities  and the Firm  Closing Date
shall be deemed to refer to such Option  Shares and the related  Option  Closing
Date, respectively.

      7. Indemnification and Contribution.

            (a)  The  Company   agrees  to  indemnify   and  hold  harmless  the
Underwriters and each person,  if any, who controls the Underwriters  within the
meaning  of Section  15 of the Act or  Section  20 of the 1934 Act  against  any
losses,  claims,  damages,  or  liabilities,  joint or  several,  to  which  the
Underwriters,  or such  controlling  person may become  subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon:


                                       21
<PAGE>

                  (1) any untrue  statement or alleged  untrue  statement of any
material  fact  contained in (A) the  Registration  Statement  or any  amendment
thereto,  any  Preliminary  Prospectus  or the  Prospectus  or any  amendment or
supplement thereto,  or (B) any application or other document,  or any amendment
or supplement thereto, executed by the Company or based upon written information
furnished by or on behalf of the Company filed in any  jurisdiction  in order to
qualify the  Securities  under the Blue Sky or securities  laws thereof or filed
with the Commission or any securities  association or securities  exchange (each
an "Application"), or

                  (2)  the  omission  or  alleged  omission  to  state  in  such
Registration  Statement or any amendment thereto, any Preliminary  Prospectus or
the  Prospectus  or any amendment or supplement  thereto,  or any  Application a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and will reimburse,  as incurred,  the Underwriters and
such controlling person for any legal or other expenses  reasonably  incurred by
the Underwriters or such controlling  person in connection with investigating or
defending against any loss, claim,  damage,  liability,  action,  investigation,
litigation or proceeding; provided, however, that the Company will not be liable
in any such case to the extent that any such loss,  claim,  damage or  liability
arises out of or is based upon any untrue  statement or alleged untrue statement
or omission  or alleged  omission  made in such  Registration  Statement  or any
amendment thereto, any Preliminary  Prospectus,  the Prospectus or any amendment
or supplement  thereto,  or any  Application  in reliance upon and in conformity
with  written  information   furnished  to  the  Company  by  the  Underwriters,
specifically  for use therein.  This indemnity  agreement will be in addition to
any  liability  which the  Company may  otherwise  have.  The Company  will not,
without the prior written consent of the  Underwriters,  or controlling  person,
settle or  compromise  or consent to the entry of any judgment in any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
may be sought  hereunder  (whether  or not the  Underwriters  or any  person who
controls  the  Underwriters  or within  the  meaning of Section 15 of the Act or
Section  20 of  the  1934  Act  is a  party  to  such  claim,  action,  suit  or
proceeding),   unless  such  settlement,   compromise  or  consent  includes  an
unconditional  release of the Underwriters and each such controlling person from
all liability arising out of such claim, action, suit or proceeding.

            (b) The  Underwriters  will indemnify and hold harmless the Company,
each  of its  directors,  each  of its  officers  who  signed  the  Registration
Statement,  and each person, if any, who controls the Company within the meaning
of  Section 15 of the Act or Section  20 of the 1934 Act  against,  any  losses,
claims,  damages  or  liabilities  to which the  Company  or any such  director,
officer,  or  controlling  person may become subject under the Act or otherwise,
but only insofar as such losses,  claims,  damages or liabilities (or actions in
respect  thereof)  arise out of or are based  upon (i) any untrue  statement  or
alleged  untrue  statement of any material  fact  contained in the  Registration
Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus
or any amendment or supplement thereto, or any Application, or (ii) the omission
or the alleged  omission to state  therein a material fact required to be stated
in  the  Registration  Statement  or  any  amendment  thereto,  any  Preliminary
Prospectus or the  Prospectus or any  amendment or  supplement  thereto,  or any
Application, or necessary to make the statements therein not misleading, in each
case to the  extent,  but only to the  extent,  that such  untrue  statement  or
alleged  untrue  statement or omission or alleged  omission was made in reliance
upon and in conformity with written information  furnished


                                       22
<PAGE>

to the Company by the Underwriters specifically for use therein; and, subject to
the limitation set forth immediately  preceding this clause, will reimburse,  as
incurred,  any legal or other expenses reasonably incurred by the Company or any
such director,  officer,  or controlling person in connection with investigating
or  defending  against  any  such  loss,  claim,   damage,   liability,   action
investigation,  litigation or proceedings,  in respect  thereof.  This indemnity
agreement  will be in  addition  to any  liability  which the  Underwriters  may
otherwise have.

            (c)  Promptly  after  receipt  by an  indemnified  party  under this
Section 7 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party of the commencement thereof;
but the  omission so to notify the  indemnifying  party will not relieve it from
any liability  which it may have to any  indemnified  party otherwise than under
this  Section 7. In case any such  action is  brought  against  any  indemnified
party, and it notifies the indemnifying party of the commencement  thereof,  the
indemnifying  party will be entitled to  participate  therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly  notified,
to assume the defense  thereof,  with counsel  satisfactory to such  indemnified
party; provided, however, that if the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have
the right to direct  the  defense of such  action on behalf of such  indemnified
party or parties and such  indemnified  party or parties shall have the right to
select  separate  counsel to defend  such  action on behalf of such  indemnified
party or parties.  After notice from the indemnifying  party to such indemnified
party of its  election  so to assume the defense  thereof  and  approval by such
indemnified party of counsel  appointed to defend such action,  the indemnifying
party will not be liable to such indemnified  party under this Section 7 for any
legal  or  other  expenses,   other  than  reasonable  costs  of  investigation,
subsequently  incurred by such indemnified  party in connection with the defense
thereof,  unless (i) the indemnified  party shall have employed separate counsel
in  accordance  with the  proviso  to the next  preceding  sentence  or (ii) the
indemnifying  party has authorized the employment of counsel for the indemnified
party at the  expense of the  indemnifying  party.  After such  notice  from the
indemnifying party to such indemnified party, the indemnifying party will not be
liable for the costs and expenses of any  settlement of such action  effected by
such indemnified party without the consent of the indemnifying party.

            (d) In circumstances in which the indemnity  obligation provided for
in the preceding  paragraphs of this Section 7 is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses,  claims, damages or
liabilities (or actions in respect thereof),  each indemnifying  party, in order
to provide for just and equitable  contribution,  shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages or liabilities (or actions in respect  thereof) in such proportion as is
appropriate to reflect (i) the relative  benefits  received by the  indemnifying
party or parties on the one hand and the indemnified party on the other from the
offering of the Securities,  or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable  law, not only such relative  benefits
but also the relative fault of the indemnifying party or parties on the one hand
and the  indemnified  party on the other in  connection


                                       23
<PAGE>

with the  statements  or  omissions  or alleged  statements  or  omissions  that
resulted in such losses,  claims,  damages or liabilities (or actions in respect
thereof).  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 proceeds from the Offering (net of underwriting  discounts and commissions
but  before  deducting  expenses)  received  by the  Company  bear to the  total
underwriting  discounts  and  commissions  received  by  the  Underwriters.  The
relative  fault of the parties  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 the  Underwriters,  the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission, and the other equitable considerations appropriate in the
circumstances.  The  Company  and the  Underwriters  agree  that it would not be
equitable if the amount of such  contribution were determined by pro rata or per
capita  allocation or by any other method of allocation  that does not take into
account the equitable  considerations  referred to in the first sentence of this
paragraph (d).  Notwithstanding  any other  provision of this paragraph (d), the
Underwriters shall not be obligated to make contributions  hereunder that in the
aggregate exceed the total public offering price of the Securities  purchased by
the Underwriters under this Agreement,  less the aggregate amount of any damages
that the  Underwriters has otherwise been required to pay in respect of the same
or  any  substantially  similar  claim,  and  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 is not guilty of such  fraudulent
misrepresentation.  For purposes of this paragraph (d), each person, if any, who
controls an Underwriters  within the meaning of Section 15 of the Act or Section
20 of  the  1934  Act  shall  have  the  same  rights  to  contribution  as  the
Underwriters,  and each director of the Company, each officer of the Company who
signed the  Registration  Statement  and each  person,  if any, who controls the
Company  within  the  meaning of Section 15 of the Act or Section 20 of the 1934
Act, shall have the same rights to contribution as the Company.

      8. Substitution of Underwriters.

      If any  Underwriters  shall for any reason not permitted  hereunder cancel
its obligations to purchase the Firm Securities hereunder, or shall fail to take
up and pay for the  number  of Firm  Securities  set  forth  opposite  names  in
Schedule 1 hereto upon tender of such Firm  Securities  in  accordance  with the
terms hereof, then:

            (a)  If  the  aggregate   number  of  Firm  Securities   which  such
Underwriters or  Underwriters  agreed but failed to purchase does not exceed 10%
of the  total  number  of Firm  Securities,  the  other  Underwriters  shall  be
obligated to purchase the Firm  Securities  which such  defaulting  Underwriters
agreed but failed to purchase.

            (b) If any  Underwriters  so defaults and the agreed  number of Firm
Securities  with respect to which such  default or defaults  occurs is more than
10% of the total number of Firm  Securities,  the remaining  Underwriters  shall
have the right to take up and pay for the Firm  Securities  which the defaulting
Underwriters  agreed but failed to purchase.  If such remaining  Underwriters do
not, at the Firm Closing Date, take up and pay for the Firm Securities which the
defaulting


                                       24
<PAGE>

Underwriters  agreed but failed to  purchase,  the time for delivery of the Firm
Securities  shall be extended to the next  business  day to allow the  remaining
Underwriters the privilege of substituting  within  twenty-four hours (including
nonbusiness  hours) another  Underwriters  or  Underwriters  satisfactory to the
Company.  If no such Underwriters or Underwriters shall have been substituted as
aforesaid, within such twenty-four hour period, the time of delivery of the Firm
Securities  may,  at the option of the  Company,  be again  extended to the next
following  business  day, if  necessary,  to allow the Company the  privilege of
finding  within   twenty-four  hours  (including   nonbusiness   hours)  another
Underwriters  or  Underwriters  to  purchase  the  Firm  Securities   which  the
defaulting  Underwriters  or Underwriters  agreed but failed to purchase.  If it
shall be arranged for the remaining Underwriters or substituted  Underwriters to
take up the Firm  Securities of the defaulting  Underwriters as provided in this
section,  (i) the Company or the  Underwriters  shall have the right to postpone
the time of delivery for a period of not more than seven business days, in order
to effect  whatever  changes may thereby be made  necessary in the  Registration
Statement or the Prospectus,  or in any other document or arrangements,  and the
Company agrees promptly to file any amendments to the Registration  Statement or
supplements to the Prospectus which may thereby be made necessary,  and (ii) the
respective  numbers  of  Firm  Securities  to  be  purchased  by  the  remaining
Underwriters  or  substituted  Underwriters  shall be taken as the  basis of the
underwriting obligation for all purposes of this agreement.

      If in the  event  of a  default  by any  Underwriters  and  the  remaining
Underwriters  shall not take up and pay for all the Firm Securities agreed to be
purchased by the defaulting  Underwriters or substitute another  Underwriters or
Underwriters as aforesaid, the Company shall not find or shall not elect to seek
another Underwriters or Underwriters for such Firm Securities as aforesaid, then
this Agreement shall terminate.

      If, following  exercise of the option provided in Section 2(c) hereof, any
Underwriters or Underwriters shall for any reason not permitted hereunder cancel
their obligations to purchase Option Shares at the Option Closing Date, or shall
fail to  take up and pay for the  number  of  Option  Shares,  which  it  became
obligated  to  purchase  at the Option  Closing  Date upon tender of such Option
Shares in accordance with the terms hereof,  then the remaining  Underwriters or
substituted  Underwriters  may  take up and pay for  the  Option  Shares  of the
defaulting  Underwriters in the manner  provided in Section 8(b) hereof.  If the
remaining Underwriters or substituted Underwriters shall not take up and pay for
all such Option  Shares,  the  Underwriters  shall be  entitled to purchase  the
number of Option Shares for which there is no default or, at their election, the
option shall terminate, the exercise thereof shall be of no effect.

      As used in this  Agreement,  the term  "Underwriters"  includes any person
substituted for an Underwriters under this Section. In the event of termination,
there shall be no liability on the part of any  non-defaulting  Underwriters  to
the Company,  provided  that the  provisions  of this Section 8 shall not in any
event affect the liability of any defaulting Underwriters to the Company arising
out of such default.

      9.  Survival.  The  respective  representations,  warranties,  agreements,
covenants,  indemnities and other statements of the Company, any of its officers
or directors and the


                                       25
<PAGE>

Underwriters  set  forth  in this  Agreement  or made by or on  behalf  of them,
respectively,  pursuant to this Agreement shall remain in full force and effect,
regardless of (i) any investigation made by or on behalf of the Company,  any of
its officers or directors,  the Underwriters or any controlling  person referred
to in Section 7 hereof, and (ii) delivery of and payment for the Securities. The
respective agreements,  covenants, indemnities and other statements set forth in
Sections 4 and 7 hereof shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement.

      10. Termination.

            (a)  This  Agreement  may be  terminated  with  respect  to the Firm
Securities or any Option Shares in the sole  discretion of the  Underwriters  by
notice to the Company given prior to the Firm Closing Date or the related Option
Closing  Date,  respectively,  in the event that the Company  shall have failed,
refused or been unable to perform all  obligations and satisfy all conditions on
its part to be  performed  or  satisfied  under  Section 6 hereunder at or prior
thereto or if at or prior to the Firm Closing Date or such Option  Closing Date,
respectively:

                  (1) the Company sustains a loss by reason of explosion,  fire,
flood,  accident or other calamity,  which, in the opinion of the  Underwriters,
substantially  affects  the  value of the  properties  of the  Company  or which
materially  interferes  with  the  operation  of the  business  of  the  Company
regardless of whether such loss shall have been insured;

                  (2)  any  action,  suit or  proceeding  shall  be  threatened,
instituted or pending,  at law or in equity,  against the Company, by any person
or  by  any  federal,   state,  foreign  or  other  governmental  or  regulatory
commission,  board or agency  wherein any  unfavorable  result or decision could
materially  adversely affect the business,  operations,  condition (financial or
otherwise), earnings or prospects of the Company;

                  (3) trading in the Common  Stock shall have been  suspended by
the Commission, the NASD or on Nasdaq, or trading in securities generally on the
New York Stock  Exchange  shall have been suspended or minimum or maximum prices
shall have been established on either such exchange or quotation system;

                  (4) there  shall  have  been (A) an  outbreak  of  hostilities
between the United  States and any foreign power (or, in the case of any ongoing
hostilities,  a  material  escalation  thereof),  (B) an  outbreak  of any other
insurrection  or armed  conflict  involving  the United  States or (C) any other
calamity  or crisis or  material  change in  financial,  political  or  economic
conditions, having an effect on the financial markets that, in any case referred
to in this  clause  (5),  in the  sole  judgment  of the  Underwriters  makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Securities as contemplated by the Registration Statement; and

                  (5) termination of this Agreement  pursuant to this Section 10
shall be without  liability of any party to any other party,  except as provided
in Section 5(b) and Section 7 hereof.


                                       26
<PAGE>

      11. Information Supplied by the Underwriters.  The statements set forth in
the  Underwriting  section  constitute  the only  information  furnished  by the
Underwriters  to the  Company  for the  purposes  of Section  7(b)  hereof.  The
Underwriters confirms that such statements (to such extent) are correct.

      12. Notices.  All notice hereunder to or upon either party hereto shall be
deemed to have been duly given for all purposes if in writing and (i)  delivered
in person or by messenger or an overnight  courier service against  receipt,  or
(ii)  sent by  certified  or  registered  mail,  postage  paid,  return  receipt
requested,  or  (iii)  sent by  telegram,  facsimile,  telex or  similar  means,
provided  that a written  copy  thereof is sent on the same day by postage  paid
first-class mail, to such party at the following address:

To the Company:              Urban Cool Network, Inc.
                             1401 Elm Street, Suite 1995
                             Dallas, Texas 75202
                             Attn: Jacob R. Miles, III

                             and a copy to:

                             Silverman, Collura & Chernis, P.C.
                             381 Park Avenue South
                             New York, New York 10016
                             Attn: Martin C. Licht

To the Underwriters:         c/o Kashner Davidson Securities Corporation
                             77 South Palm Avenue
                             Sarasota, Florida 34326

or such other  address as either party  hereto may at any time,  or from time to
time, direct by notice given to the other party in accordance with this section.
The date of giving of any such notice  shall be, in the case of clause (i),  the
date of the receipt;  in the case of clause (ii),  five business days after such
notice or demand is sent;  and, in the case of clause  (iii),  the  business day
next following the date such notice is sent.

      13. Amendment.  Except as otherwise  provided herein, no amendment of this
Agreement  shall be valid or  effective,  unless in writing  and signed by or on
behalf of the parties hereto.

      14.  Waiver.  No course of  dealing  or  omission  or delay on the part of
either  party  hereto in  asserting  or  exercising  any right  hereunder  shall
constitute or operate as a waiver of any such right.  No waiver of any provision
hereof shall be  effective,  unless in writing and signed by or on behalf of the
party to be charged therewith.  No waiver shall be deemed a continuing waiver or
waiver in respect of any other or subsequent breach or default, unless expressly
so stated in writing.


                                       27
<PAGE>

      15.  Applicable  Law. This agreement shall be governed by, and interpreted
and  enforced  in  accordance  with,  the laws of the State of New York  without
regard to principles of choice of law or conflict of laws.

      16.  Jurisdiction.  Each of the parties hereto hereby irrevocably consents
and submits to the exclusive  jurisdiction  of the Supreme Court of the State of
New York and the United States  District Court for the Southern  District of New
York in connection with any suit,  action or other proceeding  arising out of or
relating to this Agreement or the transactions  contemplated hereby,  waives any
objection  to venue in the  County  of New  York,  State  of New  York,  or such
District  and agrees that  service of any  summons,  complaint,  notice or other
process relating to such suit, action or other proceeding may be effected in the
manner provided by clause (ii) of Section 12.

      17. Remedies.  In the event of any actual or prospective breach or default
by either party hereto,  the other party shall be entitled to equitable  relief,
including  remedies  in  the  nature  of  rescission,  injunction  and  specific
performance.  All remedies  hereunder  are  cumulative  and not  exclusive,  and
nothing  herein shall be deemed to prohibit or limit either party from  pursuing
any other  remedy or relief  available  at law or in equity  for such  actual or
prospective breach or default, including the recovery of damages.

      18.  Attorneys'  Fees. The prevailing  party in any suit,  action or other
proceeding  arising  out of or relating to this  Agreement  or the  transactions
contemplated  hereby,  shall be  entitled  to recover  its costs and  reasonable
attorneys' fees.

      19.  Severability.  The  provisions  hereof are severable and in the event
that any  provision  of this  Agreement  shall be  determined  to be  invalid or
unenforceable in any respect by a court of competent jurisdiction, the remaining
provisions hereof shall not be affected, but shall, subject to the discretion of
such court,  remain in full force and effect,  and any invalid or  unenforceable
provision  shall be deemed,  without  further  action on the part of the parties
hereto, amended and limited to the extent necessary to render the same valid and
enforceable.

      20. Counterparts.  This Agreement may be executed in counterparts, each of
which shall be deemed an original and which  together  shall  constitute one and
the same agreement.

      21.  Successors.  This  Agreement  shall  inure to the  benefit  of and be
binding upon the Underwriters,  the Company and their respective  successors and
assigns.  Nothing  expressed or mentioned in this Agreement is intended or shall
be construed to give any other  person any legal or equitable  right,  remedy or
claim under or in respect of this Agreement or any provisions  herein contained,
this Agreement and all conditions and provisions hereof being intended to be and
being for the sole and exclusive  benefit of such persons and for the benefit of
no other  person  except that (i) the  indemnities  of the Company  contained in
Section 7 of this  Agreement  shall  also be for the  benefit  of any  person or
persons who control any Underwriters within the meaning of Section 15 of the Act
or  Section 20 of the 1934 Act,  and (ii) the  indemnities  of the  Underwriters
contained  in Section 7 of this  Agreement  shall also be for the benefit of the
directors  of the  Company,  the  officers  of the  Company  who have signed the
Registration  Statement and any person or persons who control


                                       28
<PAGE>

the  Company  within  the  meaning of Section 15 of the Act or Section 20 of the
1934 Act. No purchaser of  Securities  from the  Underwriters  shall be deemed a
successor because of such purchase.

      22.  Titles and  Captions.  The titles and  captions of the  articles  and
sections of this  Agreement are for  convenience of reference only and do not in
any way define or  interpret  the intent of the  parties or modify or  otherwise
affect any of the provisions hereof.

      23.  Grammatical  Conventions.  Whenever  the  context so  requires,  each
pronoun or verb used herein  shall be  construed  in the  singular or the plural
sense and each  capitalized  term  defined  herein and each  pronoun used herein
shall be construed in the masculine, feminine or neuter sense.

      24.  References.  The terms "herein,"  "hereto,"  "hereof,"  "hereby," and
"hereafter,"  and other terms of similar  import,  refer to this  Agreement as a
whole, and not to any Article, Section or other part hereof.

      25. Entire Agreement.  This Agreement embodies the entire agreement of the
parties  hereto with respect to the subject  matter  hereof and  supersedes  any
prior agreement, commitment or arrangement relating thereto.

                         [Signatures on following page]


                                       29
<PAGE>

      If the foregoing  correctly sets forth our understanding,  please indicate
your acceptance thereof in the space provided below for that purpose,  whereupon
this  letter  shall  constitute  an  agreement  binding  the  Company,  and  the
Underwriters.

                                       Very truly yours,

                                       URBAN COOL NETWORK, INC.

                                       By: _____________________________________
                                           Name: Jacob R. Miles, III
                                           Title: CEO

The  foregoing  agreement is hereby  confirmed and accepted as of the date first
above written.

KASHNER DAVIDSON SECURITIES CORPORATION

Individually and on behalf of
Nutmeg Securities, Ltd. and Security Capital Trading, Inc.

By:______________________________________
Name:
Title:


                                       30
<PAGE>

                                   Schedule I

Kashner Davidson Securities Corporation
Nutmeg Securities, Ltd.
Security Capital Trading, Inc.


                                       31