<PAGE>   1
                                                                       EXHIBIT 1
                              CERPROBE CORPORATION

                             [2,300,000] Shares(1)
                                  Common Stock
                           (par value $.05 per share)
                                 --------------

                             Underwriting Agreement


                                                                September , 1997

Adams, Harkness & Hill, Inc.
Dain Bosworth Incorporated
   As representatives of the several
   Underwriters named in Schedule I hereto,
c/o Adams, Harkness & Hill, Inc.
60 State Street
Boston, Massachusetts 02109

Dear Sirs:

         Cerprobe Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to you and
the several Underwriters named in Schedule I hereto (collectively, the
"Underwriters"), for whom you are acting as representatives (the
"Representatives") an aggregate of [1,500,000] shares (the "Company Firm
Shares") and, at the election of the Underwriters, up to ____________ additional
shares (the "Company Optional Shares") of common stock of the Company, $.05 par
value per share (the "Common Stock"), and _________________________
(collectively, the "Selling Stockholders"), propose, subject to the terms and
conditions stated herein, to sell to the Underwriters an aggregate of [500,000]
shares (the "Selling Stockholder Firm Shares", and together with the Company
Firm Shares, the "Firm Shares") and at the election of the Underwriters, up to
an additional ____________ shares (the "Selling Stockholder Optional Shares",
and together with the Company Optional Shares, the "Optional Shares") of Common
Stock. The Firm Shares and any Optional Shares that the Underwriters elect to
purchase pursuant to Section 3 hereof are herein collectively called the
"Shares".


--------
(1) Includes ___________ shares subject to an option to purchase additional
shares to cover over-allotments.
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1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to, and agrees with, each of the Underwriters that:

                  (a) A registration statement on Form S-3 (File No. 333-______)
(the "Initial Registration Statement") in respect of the Shares has been filed
with the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement including any pre-effective amendments thereto, including
any documents incorporated by reference therein, and any post-effective
amendment thereto, including any documents incorporated by reference therein,
each in the form heretofore delivered to you, and, excluding exhibits thereto,
to you for each of the other Underwriters, have been declared effective by the
Commission in such form; other than a registration statement, if any, increasing
the size of the offering (a "Rule 462(b) Registration Statement"), filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), which became effective upon filing, no other document with respect to
the Initial Registration Statement has heretofore been filed with the
Commission; and no stop order suspending the effectiveness of the Initial
Registration Statement, any post-effective amendment thereto or any Rule 462(b)
Registration Statement has been issued and no proceeding for that purpose has
been initiated or, to the Company's knowledge, threatened by the Commission (any
preliminary prospectus, including any documents incorporated by reference
therein, included in the Initial Registration Statement and incorporated by
reference in any Rule 462(b) Registration Statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission under the
Act is hereinafter called a "Preliminary Prospectus"; the various parts of the
Initial Registration Statement and any Rule 462(b) Registration Statement
including all exhibits thereto, including any exhibits incorporated by reference
in the Initial Registration Statement or any Rule 462(b) Registration Statement,
and including the information contained in the form of final prospectus filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with
Section 6(a) hereof and deemed by virtue of Rule 430A under the Act to be part
of the Initial Registration Statement at the time it was declared effective or
any Rule 462(b) Registration Statement at the time it became effective, each as
amended at the time such part of such registration statement became effective,
including any documents incorporated by reference therein, are hereinafter
collectively called the "Registration Statement"; and such final prospectus, in
the form first filed pursuant to Rule 424(b) under the Act, including any
documents incorporated by reference therein, is hereinafter called the
"Prospectus");

                  (b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, conformed in all respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which

                                       2.
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they were made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter through you expressly for use therein. The Company acknowledges that
the statements set forth under the heading "Underwriting" in the Prospectus
constitute the only information relating to any Underwriter furnished in writing
to the Company by the Representatives specifically for inclusion in the
Registration Statement;

                  (c) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration Statement or the
Prospectus, including any documents incorporated by reference therein, will
conform, in all respects to the requirements of the Act and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and any
amendment or supplement thereto, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter through you expressly for use therein;

                  (d) There are no contracts or other documents required to be
described in the Registration Statement or to be filed as exhibits to the
Registration Statement by the Act or by the rules and regulations of the
Commission thereunder which have not been described or filed as required; the
contracts so described in the Prospectus to which the Company or any of its
subsidiaries is a party have been duly authorized, executed and delivered by the
Company or its subsidiaries, constitute valid and binding agreements of the
Company or its subsidiaries and are enforceable against and by the Company or
its subsidiaries in accordance with their respective terms, and are in full
force and effect on the date hereof; and neither the Company nor any of its
subsidiaries, nor, to the best of the Company's knowledge, any other party is in
breach of or default under any of such contracts;

                  (e) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included in
the Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock or long-term debt
of the Company or any of its subsidiaries or any material adverse change, or any

                                       3.
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development involving a prospective material adverse change, in or affecting the
general affairs, prospects, management, financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, otherwise than as
set forth or contemplated in the Prospectus;

                  (f) Except as disclosed in the Prospectus or such as are not
material to the business, prospects, financial condition or results of operation
of the Company and its subsidiaries, taken as a whole, the Company and each of
its subsidiaries has good and marketable title, free and clear of all liens,
claims, encumbrances and restrictions except liens for taxes not yet due and
payable, to all property and assets described in the Registration Statement as
being owned by it. Except as disclosed in the Prospectus, neither the Company
nor any subsidiary of the Company owns any real property; any real property and
buildings held under lease by the Company are held by it under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries; the Company owns or leases all
such properties as are necessary to its operations as now conducted or as
proposed to be conducted, except where the failure to so own or lease would not
result in a material adverse change in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company;

                  (g) Except as disclosed in the Prospectus, the Company has no
subsidiaries. Each of the Company and its subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its respective jurisdiction of organization, each with full power and
authority (corporate and otherwise) to own its properties and conduct its
business as described in the Prospectus, and each has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification, or is subject to
no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction;

                  (h) The Company has an authorized capitalization as set forth
in the Prospectus, and all the issued shares of capital stock of the Company
have been duly and validly authorized and issued, are fully paid and
non-assessable, were not issued in violation of or subject to any preemptive
rights or other rights to subscribe for or purchase any securities which have
not been waived and conform to the description of the Common Stock contained in
the Prospectus and have been issued in compliance with all federal and state
securities laws; all of the issued shares of capital stock of each subsidiary of
the Company have been duly and validly authorized and issued, are fully paid and
non-assessable and, except as disclosed in the Prospectus, are owned directly by
the Company, free and clear of all liens, encumbrances, equities or claims;
except as disclosed in or contemplated by the Prospectus and the financial
statements of the

                                       4.
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Company, and the related notes thereto, included in the Prospectus, neither the
Company nor any subsidiary has outstanding any options to purchase, or any
preemptive rights, registration rights, co-sale rights or other rights to
subscribe for or to purchase any securities or obligations convertible into, or
any contracts or commitments to issue or sell, shares of its capital stock or
any such options, rights, convertible securities or obligations; and the
description of the Company's stock option and stock purchase plans and the
options or other rights granted and exercised thereunder set forth in the
Prospectus, or incorporated by reference therein, accurately and fairly presents
the information required to be shown with respect to such plans, options and
rights;

                  (i) The unissued Shares to be issued and sold by the Company
to the Underwriters hereunder have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein, will be duly
and validly issued and fully paid and non-assessable and will conform to the
description of the Common Stock contained in the Prospectus; no preemptive
rights, registration rights, co-sale rights or other rights to subscribe for or
purchase exist with respect to the issuance and sale of the Shares by the
Company or, to the best of the Company's knowledge, the sale of the Shares by
the Selling Stockholders pursuant to this Agreement; no stockholder of the
Company has any right which has not been waived to require the Company to
register the sale of any shares of capital stock owned by such stockholder under
the Act in the public offering contemplated by this Agreement (except with
respect to the Shares to be sold by the Selling Stockholders pursuant to this
Agreement); and no further approval or authority of the stockholders or the
Board of Directors of the Company will be required for the issuance and sale of
the Shares to be sold by the Company or for the sale of the Shares to be sold by
the Selling Stockholders as contemplated herein;

                  (j) The Company has full corporate power and authority to
enter into this Agreement, this Agreement has been duly authorized, executed and
delivered by the Company, constitutes a valid and binding obligation of the
Company and is enforceable against the Company in accordance with its terms;

                  (k) The issuance and sale of the Shares by the Company and the
compliance by the Company with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the Company or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries or any of
their properties; and no

                                       5.
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consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and
sale of the Shares or the consummation by the Company of the transactions
contemplated by this Agreement, except the registration under the Act of the
Shares and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws or the
by-laws and rules of the National Association of Securities Dealers, Inc. (the
"NASD") in connection with the purchase and distribution of the Shares by the
Underwriters;

                  (l) There are no legal or governmental actions, suits or
proceedings pending or, to the best of the Company's knowledge, threatened to
which the Company or any of its subsidiaries is or may be a party or of which
property owned or leased by the Company or any of its subsidiaries is or may be
the subject, or related to environmental or discrimination matters, which
actions, suits or proceedings, might, individually or in the aggregate, prevent
or adversely affect the transactions contemplated by this Agreement or result in
a material adverse change in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the
Company; no labor disturbance by the employees of the Company or any of its
subsidiaries exists or, to the knowledge of the Company, is imminent which might
be expected to affect adversely such general affairs, management, financial
position, stockholders' equity or results of operations; and neither the Company
nor any of its subsidiaries is a party or subject to the provisions of any
material injunction, judgment, decree or order of any court, regulatory body,
administrative agency or other governmental body;

                  (m) The Company and its subsidiaries possess all licenses,
certificates, authorizations or permits issued by the appropriate governmental
or regulatory agencies or authorities that are necessary to enable them to own,
lease and operate their respective properties and to carry on their respective
businesses as presently conducted and which are material to the Company and its
subsidiaries, and neither the Company nor any of its subsidiaries has received
any notice of proceedings relating to the revocation or modification of any such
license, certificate, authority or permit which, singly or in the aggregate,
would be expected to materially and adversely affect the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries;

                  (n) KPMG Peat Marwick LLP, who have audited certain financial
statements of the Company, are independent public accountants as required by the
Act and the rules and regulations of the Commission thereunder;

                  (o) The consolidated financial statements and schedules of the
Company and certain of its subsidiaries, and the related notes thereto, included
in the Registration Statement and the Prospectus present fairly the financial
position of the Company and its

                                       6.
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subsidiaries as of the respective dates of such financial statements and
schedules, and the results of operations and cash flows of the Company and its
subsidiaries for the respective periods covered thereby; such statements,
schedules and related notes have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis as certified by the
independent public accountants named in paragraph (n) above; no other financial
statements or schedules are required to be included in the Registration
Statement; and the selected financial data set forth in the Prospectus under the
captions "Capitalization" and "Selected Consolidated Financial Data" fairly
present the information set forth therein on the basis stated in the
Registration Statement;

                  (p) Except as disclosed in or specifically contemplated by the
Prospectus, the Company and its subsidiaries have sufficient trademarks, trade
names, patent rights, copyrights, licenses, approvals and governmental
authorizations to conduct their business as now conducted; the Company has no
knowledge of any material infringement by the Company of trademark, trade name
rights, patent rights, copyrights, licenses, trade secret or other similar
rights of others; and there is no claim being made against the Company regarding
trademark, trade name, patent, copyright, license, trade secret or other
infringement which could have a material adverse effect on the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries;

                  (q) The Company and each of its subsidiaries have filed all
necessary federal, state and foreign income and franchise tax returns and have
paid all taxes shown as due thereon; and the Company has no knowledge of any tax
deficiency which has been or might be asserted or threatened against the Company
or any of its subsidiaries which could materially and adversely affect the
general affairs, management, financial position, stockholders' equity or results
of operation of the Company;

                  (r) The Company is not an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
investment company, as such terms are defined in the Investment Company Act of
1940, as amended (the "Investment Company Act");

                  (s) Each of the Company and its subsidiaries maintains
insurance of the types and in the amounts which it deems adequate for its
business, including, but not limited to, insurance covering real and personal
property owned or leased by the Company and its subsidiaries against theft,
damage, destruction, acts of vandalism and all other risks customarily insured
against, all of which insurance is in full force and effect;

                  (t) Neither the Company nor any of its subsidiaries has at any
time during the last five years (i) made any unlawful contribution to any
candidate for foreign office, or failed to disclose fully any contribution in
violation of law, or (ii) made any

                                       7.
<PAGE>   8
payment to any foreign, federal or state governmental officer or official, or
other person charged with similar public or quasi-public duties, other than
payments required or permitted by the laws of the United States or any
jurisdiction thereof;

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

                  (v) The Common Stock of the Company has been registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the Company is not required to take any further action
for the inclusion of the Shares on the Nasdaq National Market and has received
notification that the listing has been approved, subject to notice of issuance
of the Shares;

                  (w) All documents filed by the Company with the Commission
pursuant to the Act or the Exchange Act, when they became effective or were
filed with the Commission, as the case may be, conformed in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder, and none of such
documents 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; and any further documents so filed or any further
amendment or supplement thereto, when such documents become effective or are
filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;

                  (x) The Shares have been duly authorized for inclusion on the
Nasdaq National Market System, subject to the Company's notice of issuance;

                  (y) The conditions for use of Form S-3, as set forth in the
General Instructions thereto, have been satisfied;

                  (z) The Company does not know of any claims for services in
the nature of a finder's fee, brokerage fee or otherwise with respect to this
offering for which the Company or any of the Underwriters may be responsible;

                  (aa) There are no outstanding loans or advances or guarantees
of indebtedness by the Company or any subsidiary to or for the benefit of any
affiliate of the Company or any subsidiary, any of the officers or directors of
the Company or any

                                       8.
<PAGE>   9
subsidiary, or any of the members of the families of any of them, which are
required by rules and regulations of the Commission under the Act to be
described in the Prospectus except such that are so described.

         2. REPRESENTATIONS OF THE SELLING STOCKHOLDERS. Each of the Selling
Stockholders, severally and not jointly, represents and warrants to, and agrees
with, each of the Underwriters that:

                  (a) All consents, approvals, authorizations and orders
necessary for the execution and delivery by such Selling Stockholder of this
Agreement and the Power-of-Attorney (as hereinafter defined) and Custody
Agreement hereinafter referred to (collectively, the "Custody Agreement"), and
for the sale and delivery of the Shares to be sold by such Selling Stockholder
hereunder, have been obtained; and such Selling Stockholder has full right,
power and authority to enter into this Agreement and the Custody Agreement and
to sell, assign, transfer and deliver the Shares to be sold by such Selling
Stockholder hereunder;

                  (b) This Agreement and the Custody Agreement have each been
duly authorized, executed and delivered by such Selling Stockholder and each
such document constitutes a valid and binding obligation of such Selling
Stockholder, enforceable in accordance with its terms;

                  (c) No consent, approval, authorization or order of, or any
filing or declaration with, any court or governmental agency or body with
respect to such Selling Stockholder is required in connection with the sale of
the Shares by such Selling Stockholder or the consummation by such Selling
Stockholder of the transactions on his or its part contemplated by this
Agreement and the Custody Agreement, except such as have been obtained under the
Act or the rules and regulations thereunder and such as may be required under
state securities or Blue Sky laws or the by-laws and rules of the NASD in
connection with the purchase and distribution by the Underwriters of the Shares;

                  (d) The sale of the Shares to be sold by such Selling
Stockholder hereunder and the performance by such Selling Stockholder of this
Agreement and the Custody Agreement and the consummation of the transactions
contemplated hereby and thereby will not result in a breach or violation of any
of the terms or provisions of, or constitute a default under, or give any party
a right to terminate any of its obligations under, or result in the acceleration
of any obligation under, any indenture, mortgage, deed of trust, voting trust
agreement, loan agreement, bond, debenture, note agreement or other evidence of
indebtedness, lease, contract or other agreement or instrument to which such
Selling Stockholder is a party or by which such Selling Stockholder or any of
his or its properties is bound or affected, or violate or conflict with any
judgment, ruling, decree,

                                       9.
<PAGE>   10
order, statute, rule or regulation of any court or other governmental agency or
body applicable to such Selling Stockholder;

                  (e) Such Selling Stockholder has, and at the First Time of
Delivery (as defined in Section 5 hereof) will have, good and valid title to the
Shares to be sold by such Selling Stockholder hereunder, free and clear of all
liens, encumbrances, equities or claims; and, upon delivery of such Shares and
payment therefor pursuant hereto, good and valid title to such Shares, free and
clear of all liens, encumbrances, equities or claims, will pass to each of the
several Underwriters who have purchased such Shares in good faith and without
notice of any such lien, encumbrance, equity or claim or any other adverse claim
within the meaning of Section 8-302 of the Massachusetts Uniform Commercial
Code;

                  (f) Such Selling Stockholder has the authority to and has
executed and delivered a lock-up agreement the form of which is attached hereto
as Annex II;

                  (g) Such Selling Stockholder has not taken and will not at any
time take, directly or indirectly, any action designed, or which might
reasonably be expected, to cause or result in, or which will constitute,
stabilization of the price of shares of Common Stock to facilitate the sale or
resale of any of the Shares;

                  (h) To the extent that any statements or omissions made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto are made in reliance upon and in conformity with
written information furnished to the Company by such Selling Stockholder
expressly for use therein, such Preliminary Prospectus and the Registration
Statement did, and the Prospectus and any further amendments or supplements to
the Registration Statement and the Prospectus will, when they become effective
or are filed with the Commission, as the case may be, conform in all material
respects to the requirements of the Act and the rules and regulations of the
Commission thereunder and not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; and

                  (i) Such Selling Stockholder has reviewed the Registration
Statement and Prospectus and, although such Selling Stockholder has not
independently verified the accuracy or completeness of all the information
contained therein, nothing has come to the attention of such Selling Stockholder
that would lead such Selling Stockholder to believe that on the Effective Date,
the Registration Statement contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading, or that on the Effective
Date, the Prospectus contained and, at each Time of Delivery, contains any

                                       10.
<PAGE>   11
untrue statement of a material fact or omitted or omits to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         In order to document the Underwriters' compliance with the reporting
and withholding provisions of the Tax Equity and Fiscal Responsibility Act of
1982 with respect to the transactions herein contemplated, each Selling
Stockholder agrees to deliver to you prior to or at the First Time of Delivery a
properly completed and executed United States Treasury Department Form W-9 (or
other applicable form or statement specified by Treasury Department regulations
in lieu thereof).

         Each of the Selling Stockholders represents and warrants that a
certificate in negotiable form representing all of the Shares to be sold by such
Selling Stockholder has been placed in custody under the Custody Agreement, in
the form heretofore furnished to you, duly executed and delivered by such
Selling Stockholder to the Custodian (as defined in the Custody Agreement), and
that such Selling Stockholder has duly executed and delivered a
power-of-attorney, in the form heretofore furnished to you and included in the
Custody Agreement (the "Power-of-Attorney"), appointing C. Zane Close and Randal
L. Buness, and each of them, as such Selling Stockholder's attorneys-in-fact
(the "Attorneys-in-Fact") with authority to execute and deliver this Agreement
on behalf of such Selling Stockholder, to determine (subject to the provisions
of the Custody Agreement) the purchase price to be paid by the Underwriters to
such Selling Stockholder as provided in Section 3 hereof, to authorize the
delivery of the Shares to be sold by such Selling Stockholder hereunder and
otherwise to act on behalf of such Selling Stockholder in connection with the
transactions contemplated by this Agreement and the Custody Agreement.

         Each of the Selling Stockholders specifically agrees that the Shares
represented by the certificates held in custody for such Selling Stockholder
under the Custody Agreement are subject to the interests of the Underwriters
hereunder, and that the arrangements made by such Selling Stockholder for such
custody, and the appointment by such Selling Stockholder of the
Attorneys-in-Fact by the Power-of-Attorney, are to that extent irrevocable. Each
of the Selling Stockholders specifically agrees that the obligations of such
Selling Stockholder hereunder shall not be terminated by operation of law,
whether by the death or incapacity of such Selling Stockholder or, in the case
of an estate or trust, by the death or incapacity of any executor or trustee or
the termination of such estate or trust, or by the occurrence of any other
event. If such Selling Stockholder or any such executor or trustee should die or
become incapacitated, or if any such estate or trust should be dissolved, or if
any other such event should occur, before the delivery of the Shares hereunder,
certificates representing the Shares to be sold by such Selling Stockholder
shall be delivered by or on behalf of such Selling Stockholder in accordance

                                       11.
<PAGE>   12
with the terms and conditions of this Agreement and of the Custody Agreement,
and actions taken by the Attorneys-in-Fact pursuant to the Power-of-Attorney
shall be as valid as if such death, incapacity, termination, dissolution or
other event had not occurred, regardless of whether or not the Custodian, the
Attorneys-in-Fact, or any of them, shall have received notice of such death,
incapacity, termination, dissolution or other event.

         3. SHARES SUBJECT TO SALE. (a) On the basis of the representations,
warranties and agreements of the Company and the Selling Stockholders contained
herein, and subject to the terms and conditions of this Agreement, (i) the
Company agrees to issue and sell the Company Firm Shares to the several
Underwriters, (ii) each of the Selling Stockholder agrees to sell its, his or
her, Selling Stockholder Firm Shares to the several Underwriters, and (iii) each
of the Underwriters agrees, severally and not jointly, to purchase from the
Company and the Selling Stockholders, at a purchase price per share of $____,
the respective number of Firm Shares (to be adjusted by you so as to eliminate
fractional shares) determined by multiplying the aggregate number of Firm Shares
by a fraction, the numerator of which is the aggregate number of Firm Shares to
be purchased by such Underwriter as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the aggregate
number of Firm Shares to be purchased by all the Underwriters and (b) in the
event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares as provided below, (i) the Company agrees to issue and
sell the Company Optional Shares to the several Underwriters, (ii) each Selling
Stockholder agrees to sell the Selling Stockholder Optional Shares to the
several Underwriters, and (iii) each of the Underwriters agrees, severally and
not jointly, to purchase from the Company and the Selling Stockholders, at the
purchase price per share set forth in clause (a) of this Section 3, that portion
of the number of Optional Shares as to which such election shall have been
exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of Optional Shares by a fraction the
numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of the Optional Shares which all of the Underwriters are entitled to
purchase hereunder.

         The Company and the Selling Stockholders each hereby grant to the
Underwriters the right to purchase at their election up to ______ Company
Optional Shares and _______ Selling Stockholder Optional Shares, respectively,
at the purchase price per share set forth in the paragraph above, for the sole
purpose of covering overallotments in the sale of the Firm Shares. Any such
election to purchase Optional Shares shall be made in proportion to the maximum
number of Optional Shares to be sold by the Company and the Selling
Stockholders. Any such election to purchase Optional Shares may be exercised by
written notice from you to the Company and the Attorneys-in-Fact of the

                                       12.
<PAGE>   13
Selling Stockholders, given within a period of 30 calendar days after the date
of this Agreement and setting forth the aggregate number of Optional Shares to
be purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery or,
unless you, the Company and the Attorneys-in-Fact on behalf of the Selling
Stockholders otherwise agree in writing, earlier than two or later than three
business days after the date of such notice.

         4. OFFERING. Upon the authorization by you of the release of the Firm
Shares, the several Underwriters propose to offer the Firm Shares for sale upon
the terms and conditions set forth in the Prospectus.

         5. CLOSING. Certificates in definitive form for the Shares to be
purchased by each Underwriter hereunder, and in such denominations and
registered in such names as Adams, Harkness & Hill, Inc. may request upon at
least forty-eight hours' prior notice to the Company, shall be delivered by or
on behalf of the Company and the Selling Stockholders to you for the account of
such Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by certified or official bank check or checks, payable
to the order of the Company and each Selling Stockholder, respectively, in New
York Clearing House (same day) funds, all at the office of Adams, Harkness &
Hill, Inc., 60 State Street, Boston, Massachusetts 02109. The time and date of
such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m.,
Boston time, on September __, 1997 or such other time and date as you and the
Company may agree upon in writing, and, with respect to the Optional Shares,
9:30 a.m., Boston time, on the date specified by you in the written notice given
by you of the Underwriters' election to purchase such Optional Shares, or at
such other time and date as you and the Company may agree upon in writing. Such
time and date for delivery of the Firm Shares is herein called the "First Time
of Delivery," such time and date for delivery of the Optional Shares, if not the
First Time of Delivery, is herein called the "Second Time of Delivery," and each
such time and date for delivery is herein called a "Time of Delivery." Such
certificates will be made available for checking and packaging at least
twenty-four hours prior to each Time of Delivery at such location as you may
specify.

         6. COVENANTS OF THE COMPANY. The Company agrees with each of the
Underwriters:

                  (a) To prepare the Prospectus in a form approved by you and to
file such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule 430A(a)(3) under the Act; to make no further
amendment or any supplement to the Registration Statement or Prospectus unless
after reasonable notice you shall have approved such amendment or supplement
(such approval not to be unreasonably withheld or delayed) to

                                       13.
<PAGE>   14
advise you, promptly after it receives notice thereof, of the time when the
Registration Statement, or any amendment thereto, has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus has been
filed and to furnish you copies thereof; to advise you, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
Prospectus, of the suspension of the qualification of the Shares for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; to provide you copies of any filings that will be incorporated by
reference into the Registration Statement while the distribution of the Shares
is ongoing and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or prospectus or
suspending any such qualification, to use promptly its best efforts to obtain
its withdrawal;

                  (b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Shares, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;

                  (c) To furnish the Underwriters with copies of the Prospectus
in such quantities as you may from time to time reasonably request, and, if the
delivery of a prospectus is required at any time prior to the expiration of nine
months after the time of issuance of the Prospectus in connection with the
offering or sale of the Shares and if at such time any events shall have
occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, or, if for any other reason it shall
be necessary during such same period to amend or supplement the Prospectus in
order to comply with the Act, to notify you and upon your request to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required
to deliver a prospectus in connection with sales of any of the Shares at any
time nine months or more after the time of issue of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;

                                       14.
<PAGE>   15
                  (d) To make generally available to its securityholders as soon
as practicable, but in any event not later than the forty-fifth (45th) day
following the end of the full fiscal quarter first occurring after the first
anniversary of the effective date of the Registration Statement (as defined in
Rule 158(c) under the Act), an earning statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act
and the rules and regulations of the Commission thereunder (including at the
option of the Company Rule 158 under the Act);

                  (e) During the period beginning from the date hereof and
continuing to and including the date 90 days after the date of the Prospectus,
not to offer, sell, contract to sell or otherwise dispose of any securities of
the Company which are substantially similar to the Shares, without your prior
written consent other than (i) the sale of the Shares to be sold by the Company
hereunder, and (ii) the Company's issuance of options under its option plans in
amounts not in excess of the amount shown as available for future grant in the
Prospectus;

                  (f) During a period beginning from the date hereof and
continuing to and including the date 90 days after the date of the Prospectus,
not to grant options to purchase shares of Common Stock at a price less than the
fair market value of the Common Stock at the time of grant;

                  (g) To furnish to its stockholders as soon as practicable
after the end of each fiscal year an annual report (including a balance sheet
and statements of income, stockholders' equity and cash flow of the Company and
its consolidated subsidiaries certified by independent public accountants) and
to make available (within the meaning of Rule 158(b) under the Act), as soon as
practicable after the end of each of the first three quarters of each fiscal
year (beginning with the fiscal quarter ending after the effective date of the
Registration Statement), consolidated summary financial information of the
Company and its subsidiaries for such quarter in reasonable detail;

                  (h) During a period of five years from the effective date of
the Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders generally, and
deliver to you (i) as soon as they are available, copies of any reports and
financial statements furnished to or filed with the Commission, the Nasdaq
National Market or any national securities exchange on which any class of
securities of the Company is listed; and (ii) such additional information
concerning the business and financial condition of the Company as you may from
time to time reasonably request (such financial statements to be on a combined
or consolidated basis to the extent the accounts of the Company and its
subsidiaries are combined or consolidated in reports furnished to its
stockholders generally or to the Commission);

                                       15.
<PAGE>   16
                  (i) To use the net proceeds acquired by it from the sale of
the Shares in the manner specified in the Prospectus under the caption "Use of
Proceeds" and in a manner such that the Company will not become an "investment
company" as that term is defined in the Investment Company Act; and

                  (j) Not to accelerate the vesting of any option issued under
any stock option plan such that any such option may be exercised within 90 days
from the date of the Prospectus.

         7. COVENANTS OF THE SELLING STOCKHOLDERS. Each of the Selling
Stockholders agrees to pay or cause to be paid all taxes, if any, on the
transfer and sale of the Shares to be sold by such Selling Stockholder hereunder
and the fees and expenses, if any, of counsel and accountants retained by such
Selling Stockholder. The Company agrees with the Selling Stockholders to pay all
costs and expenses incident to the performance of the obligations of the Selling
Stockholders under this Agreement (except as set forth above), including, but
not limited to, all expenses incident to the delivery of the certificates for
the Shares to be sold by the Selling Stockholders, the costs and expenses
incident to the preparation, printing and filing of the Registration Statement
(including all exhibits thereto) and the Prospectus and any amendments or
supplements thereto, the expenses of qualifying the Shares to be sold by the
Selling Stockholders under the state securities or Blue Sky laws, all filing
fees and the reasonable fees and expenses of counsel for the Underwriters
payable in connection with the review of the offering of the Shares by the NASD,
and the cost of furnishing to the Underwriters the required copies of the
Registration Statement and Prospectus and any amendments or supplements thereto;
provided that each Selling Stockholder agrees to pay or cause to be paid its pro
rata share (based on the percentage which the number of Shares sold by such
Selling Stockholder bears to the total number of Shares sold) of all
underwriting discounts and commissions.

         8. EXPENSES. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum and
any other documents in connection with the offering, purchase, sale and delivery
of the Shares; (iii) all expenses in connection with the qualification of the
Shares for offer and sale under state securities laws as provided in Section
6(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky survey; (iv) the filing fees and the reasonable fees and expenses of
counsel to the Underwriters incident to securing any

                                       16.
<PAGE>   17
required review by the NASD of the terms of the sale of the Shares; (v) the cost
of preparing stock certificates; (vi) the cost and charges of any transfer agent
or registrar; and (vii) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in this
Section, Section 10 and Section 13 hereof, the Underwriters will pay all of
their own costs and expenses, including the fees of their counsel, stock
transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.

         9. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters hereunder, as to the Shares to be delivered at each Time of
Delivery, shall be subject, in their discretion, to the condition that all
representations and warranties and other statements of the Company and each
Selling Stockholder herein are, at and as of such Time of Delivery, true and
correct, the condition that the Company and each Selling Stockholder shall each
have performed all of their respective obligations hereunder theretofore to be
performed, and the following additional conditions:

                  (a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
6(a) hereof; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall have
been complied with to your reasonable satisfaction;

                  (b) Cooley Godward LLP, counsel to the Underwriters, shall
have furnished to you such opinion or opinions, dated such Time of Delivery,
with respect to this Agreement, the Registration Statement, the Prospectus, and
other related matters as you may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters;

                  (c) O'Connor, Cavanagh, Anderson, Killingsworth & Beshears,
P.A., counsel to the Company, shall have furnished to you their written opinion,
dated such Time of Delivery, in form and substance satisfactory to you, to the
effect that:

                           (i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Registration Statement
and Prospectus;

                           (ii) The Company has an authorized capitalization as
set forth in the Prospectus, and all of the issued shares of capital stock of
the Company have been

                                       17.
<PAGE>   18
duly and validly authorized and issued, are fully paid and non-assessable and,
to the best of such counsel's knowledge, were not issued in violation of or
subject to any preemptive rights or other rights to subscribe for or purchase
any securities which have not been waived; the Shares have been duly authorized
and when issued and paid for as contemplated by this Agreement will be validly
issued, fully paid and non-assessable; and the Shares conform to the description
of the Common Stock contained in the Prospectus;

                           (iii) The Company has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification, or is subject to
no material liability or disability by reason of failure to be so qualified in
any such jurisdiction (such counsel being entitled to rely in respect of the
opinion in this clause upon certificates of public officials and in respect of
matters of fact upon certificates of officers of the Company, provided that such
counsel provide you with copies of such certificates and shall state that they
believe that both you and they are justified in relying upon such certificates);

                           (iv) Each subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of organization; and all of the issued shares of
capital stock of each such subsidiary have been duly and validly authorized and
issued, are fully paid and non-assessable, and are owned directly by the
Company, free and clear of all liens, encumbrances, equities or claims (such
counsel being entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect of matters of fact upon certificates of
officers of the Company or its subsidiaries, provided that such counsel shall
state that they believe that both you and they are justified in relying upon
such opinions and certificates);

                           (v) Except as otherwise set forth in the Prospectus
or such as are not material to the business, prospects, financial condition or
results of operation of the Company and its subsidiaries, taken as a whole, the
Company and each of its subsidiaries has good and marketable title, free and
clear of all liens, claims, encumbrances and restrictions except liens for taxes
not yet due and payable, to all property and assets described in the
Registration Statement as being owned by it. The real property and buildings
held under lease by the Company and its subsidiaries are held by them under
valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and its subsidiaries (in giving the
opinion in this clause, such counsel may state that they are relying upon
opinions of counsel to the lessors of such property and, in respect of matters
of fact, upon certificates of officers of the Company or its subsidiaries,
provided that such counsel shall state that they believe that both you and they
are justified in relying upon such opinions and certificates);

                                       18.
<PAGE>   19
                           (vi) To the best of such counsel's knowledge, neither
the Company nor any of its subsidiaries is infringing or otherwise violating any
trademarks, trade names, patents, mask works, copyrights, licenses, trade
secrets or other intellectual property rights of others, and to the best of such
counsel's knowledge there are no infringements by others of any of the Company's
or any of its subsidiaries' trademarks, trade names, patents, mask works,
copyrights, licenses, trade secrets or other intellectual property rights which
in the judgment of such counsel could affect materially the use thereof by the
Company or any of its subsidiaries; and

                           (vii) To the best of such counsel's knowledge, the
Company and each of its subsidiaries owns or possesses sufficient licenses or
other rights to use all trademarks, trade names, patents, mask works,
copyrights, licenses, trade secrets or other intellectual property rights
necessary to conduct the business now being or proposed to be conducted by the
Company and its subsidiaries as described in the Prospectus.

                           (viii) To the best of such counsel's knowledge and
other than as set forth in the Prospectus, there are no legal or governmental
proceedings, actions or suits pending or threatened to which the Company or any
of its subsidiaries is or may be a party or of which property owned or leased by
the Company or any of its subsidiaries is or may be the subject, or related to
environmental or discrimination matters, which actions, suits or proceedings,
might, individually or in the aggregate, prevent or adversely affect the
transactions contemplated by this Agreement or result in a material adverse
change in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company; no labor
disturbance by the employees of the Company or any of its subsidiaries exists or
is imminent which might be expected to affect adversely such general affairs,
management, financial position, stockholders' equity or results of operations;
and neither the Company nor any of its subsidiaries is a party or subject to the
provisions of any material injunction, judgment, decree or order of any court,
regulatory body, administrative agency or governmental body;

                           (ix) The Company has full corporate power and
authority to enter into this Agreement and this Agreement has been duly
authorized, executed and delivered by the Company;

                           (x) The issuance and sale of the Shares being
delivered at such Time of Delivery by the Company and the compliance by the
Company with all of the provisions of this Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company is a party or by which the
Company or any of its subsidiaries is a party or to which the Company or any of
its subsidiaries is bound or to which any of the property or

                                       19.
<PAGE>   20
assets of the Company or any of its subsidiaries is subject, nor will such
action result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute or any order, rule or
regulation known to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its properties;

                           (xi) No consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the issuance and sale of the Shares or the consummation
by the Company of the transactions contemplated by this Agreement, except the
registration under the Act of the Shares, and such consents, approval,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws or the by-laws and rules of the NASD in connection
with the purchase and distribution of the Shares by the Underwriters;

                           (xii) To the best of such counsel's knowledge, there
are no contracts or other documents required to be described in the Registration
Statement or to be filed as exhibits to the Registration Statement by the Act or
by the rules and regulations thereunder (or as exhibits to documents
incorporated by reference in the Prospectus by the Act or the Exchange Act or
the rules and regulations thereunder) which have not been described or filed as
required; the contracts so described in the Prospectus are in full force and
effect on the date hereof; and neither the Company nor any of its subsidiaries
is in breach of or default under any such contract;

                           (xiii) The statements under the captions "Risk
Factors - Effect of Anti-Takeover Provisions", "Risk Factors - Shares Eligible
for Future Sale" and "Description of Securities" in the Prospectus, insofar as
such statements constitute a summary of documents referred to therein or matters
of law, are accurate summaries and fairly and correctly present, in all material
respects, the information called for with respect to such documents and matters
(provided, however, that such counsel may rely on representations of the Company
with respect to the factual matters contained in such statements, and provided
further that such counsel shall state that nothing has come to the attention of
such counsel which leads them to believe that such representations are not true
and correct in all material respects);

                           (xiv) The Company is not an "investment company" or
an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company" as defined in the Investment Company Act;

                           (xv) The Shares have been duly authorized for
inclusion on the Nasdaq National Market System, subject to notice of issuance;

                                       20.
<PAGE>   21
                           (xvi) The Registration Statement and the Prospectus
and any further amendments and supplements thereto made by the Company prior to
such Time of Delivery, including any documents incorporated by reference therein
(other than the financial statements, financial data and related schedules
therein, as to which such counsel need express no opinion) comply as to form in
all material respects with the requirements of the Act and the rules and
regulations thereunder; and

                           (xvii) All documents filed by the Company with the
Commission pursuant to the Act or the Exchange Act or any further amendment or
supplement thereto made by the Company prior to the First Time of Delivery,
including any documents incorporated by reference therein (other than the
financial statements, financial data and related schedules therein, as to which
such counsel need express no opinion), when they became effective or were filed
with the Commission, as the case may be, complied as to form in all material
respects with the requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder; and they have no
reason to believe that any of such documents, when such documents became
effective or were so filed, as the case may be, contained, in the case of a
registration statement which became effective under the Act, 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, in the
case of other documents which were filed under the Exchange Act with the
Commission, an untrue statement of a 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 when such documents were so filed,
not misleading;

         Such counsel shall also state that they have participated in the
preparation of the Registration Statement and Prospectus and they have no reason
to believe that, as of its effective date, the Registration Statement or any
further amendment thereto made by the Company prior to such Time of Delivery,
including any documents incorporated by reference therein (other than the
financial statements, financial data and related schedules therein, as to which
such counsel need express no opinion) 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, as of its
date, the Prospectus or any further amendment or supplement thereto made by the
Company prior to such Time of Delivery, including any documents incorporated by
reference therein (other than the financial statements, financial data and
related schedules therein, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading or that, as of such Time of Delivery,
either the Registration Statement or the Prospectus or any further amendment or
supplement thereto made by the Company prior to such Time of Delivery, including
any documents incorporated by reference therein (other than the financial
statements, financial data and related schedules therein, as to which such
counsel need express no

                                       21.
<PAGE>   22
opinion) contains an untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and they do not know
of any amendment to the Registration Statement required to be filed which is not
filed as required.

         Such counsel shall also include a statement in such opinion as to the
matters set forth in this paragraph. The Registration Statement has become
effective under the Act. To the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued by
the Commission nor has any proceeding been instituted or contemplated for that
purpose under the Act. The Prospectus has been filed with the Commission
pursuant to Rule 424(b) of the Rules and Regulations under the Act within the
time period required thereby.

                  (d) O'Connor, Cavanagh, Anderson, Killingsworth & Beshears
P.A., counsel to the Selling Stockholders, shall have furnished to you their
written opinion, dated such Time of Delivery, in form and substance satisfactory
to you, to the effect that:

                           (i) This Agreement, the Custody Agreement and the
Power-of-Attorney have been duly authorized, executed and delivered by or on
behalf of the Selling Stockholders; the Custodian has been duly and validly
authorized to act as the custodian of the Shares to be sold by the Selling
Stockholders; the performance of this Agreement, the Custody Agreement and the
Power-of-Attorney and the consummation of the transactions therein contemplated
by the Selling Stockholders does not conflict with, result in a breach of, or
constitute a default under, any indenture, mortgage, deed of trust, voting trust
agreement, loan agreement, bond, debenture, note agreement or other evidence of
indebtedness, lease, contract or other agreement or instrument to which any
Selling Stockholder is a party or by which any Selling Stockholder or any of its
properties are bound or affected, or violate or conflict with (i) any judgment,
ruling, decree or order known to such counsel or (ii) any statute, rule or
regulation of any court or other governmental agency or body applicable to any
Selling Stockholder (except that such counsel need express no opinion as to
state securities or Blue Sky laws or as to compliance with the antifraud
provisions of federal and state securities laws); and no consent, approval,
authorization or order of, or any filing or declaration with, any court or
governmental agency or body is required for consummation by any Selling
Stockholder of the transactions on its part contemplated by this Agreement, the
Custody Agreement and the Power-of-Attorney, except such as may be required
under state securities or Blue Sky laws or the by-laws and rules of the NASD in
connection with the purchase and distribution by the Underwriters of the Shares
(as to which such counsel need express no opinion) and such as have been
obtained or made under the Act or the rules and regulations thereunder;

                                       22.
<PAGE>   23
                           (ii) Each Selling Stockholder has full power and
authority to enter into this Agreement, the Custody Agreement and the
Power-of-Attorney, and to sell, transfer and deliver the Shares to be sold by
such Selling Stockholder; immediately prior to the date hereof, each Selling
Stockholder was the sole registered owner of the Shares to be sold by such
Selling Stockholder on the date hereof; upon registration of the Shares to be
sold by each Selling Stockholder in the names of the Underwriters in the stock
records of the Company, assuming the Underwriters purchased such Shares in good
faith and without notice of any adverse claim within the meaning of Section
8-302 of the Massachusetts Uniform Commercial Code, the Underwriters will have
acquired all rights of each Selling Stockholder in such Shares free of any
adverse claim, any lien in favor of the Company and any restrictions on transfer
imposed by the Company; and

                           (iii) Each of this Agreement and the Custody
Agreement is a valid and binding agreement of each Selling Stockholder,
constitutes a valid and binding obligation of each Selling Stockholder and is
enforceable against each Selling Stockholder in accordance with its terms.

                  (e) At 10:00 a.m., Boston time, on the effective date of the
Registration Statement and the effective date of the most recently filed
post-effective amendment to the Registration Statement and also at each Time of
Delivery, KPMG Peat Marwick LLP shall have furnished to you a letter or letters,
dated the respective date of delivery thereof, in form and substance
satisfactory to you, to the effect set forth in Annex 1 hereto;

                  (f) (i) Neither the Company nor any of its subsidiaries have
sustained since the date of the latest audited financial statements included in
the Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, other than as set
forth or contemplated in the Prospectus, and (ii) since the respective dates as
of which information is given in the Prospectus there shall not have been any
change in the capital stock or long-term debt of the Company or any change, or
any development involving a prospective change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, other than as set forth or
contemplated in the Prospectus, the effect of which, in any such case described
in clause (i) or (ii), is in your judgment so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Shares being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

                  (g) On or after the date hereof there shall not have occurred
any of the following: (i) additional material governmental restrictions, not in
force and effect on the date hereof, shall have been imposed upon trading in
securities generally or minimum or

                                       23.
<PAGE>   24
maximum prices shall have been generally established on the New York Stock
Exchange or on the American Stock Exchange or in the over the counter market by
the NASD, or trading in securities generally shall have been suspended on either
such Exchange or in the over the counter market by the NASD, or a general
banking moratorium shall have been established by federal or New York
authorities, (ii) an outbreak of major hostilities or other national or
international calamity or any substantial change in political, financial or
economic conditions shall have occurred or shall have accelerated or escalated
to such an extent, as, in your judgment, to affect adversely the marketability
of the Shares, or (iii) there shall be any action, suit or proceeding pending or
threatened, or there shall have been any development or prospective development
involving particularly the business or properties or securities of the Company
or any of its subsidiaries or the transactions contemplated by this Agreement,
which, in your judgment, may materially and adversely affect the Company's
business or earnings and make it impracticable or inadvisable to offer or sell
the Shares;

                  (h) The Shares to be sold by the Company at such Time of
Delivery shall have been accepted, subject to notice of issuance, on the Nasdaq
National Market; and

                  (i) Each director, executive officer and stockholder holding
at least 5% of the Company's capital stock shall have executed and delivered to
you lock-up agreements in substantially the form attached hereto as Annex II;
and

                  (j) The Company and each Selling Stockholder shall have
furnished or caused to be furnished to you at such Time of Delivery certificates
of officers of the Company and of such Selling Stockholder, respectively,
satisfactory to you, as to the accuracy of the representations and warranties of
the Company and of such Selling Stockholder, respectively, herein at and as of
such Time of Delivery, as to the performance by the Company and of such Selling
Stockholder of all of its or his obligations hereunder to be performed at or
prior to such Time of Delivery, and as to such other matters as you may
reasonably request and the Company shall have furnished or caused to be
furnished certificates as to the matters set forth in subsections (a) and (g) of
this Section, and as to such other matters as you may reasonably request.

         10.      INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company will indemnify and hold harmless each
Underwriter and each person, if any, who controls such Underwriter against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter or 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 an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary

                                       24.
<PAGE>   25
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall 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 an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through you expressly for use therein.

                  (b) Each Selling Stockholder, severally and not jointly, will
indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter or 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 (i) a
breach of such Selling Stockholder's representations and warranties contained in
Section 2, (ii) an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or (iii) the omission or
alleged omission to state in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that such Selling Stockholder shall 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 an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus or any such amendment or supplement
in reliance upon and in conformity with written information furnished to such
Selling Stockholder by any Underwriter through you expressly for use therein;
and, provided further, that the liability of the Selling Stockholders under the
indemnity agreement in this Section 10 shall not exceed the total initial public
offering price of the Shares sold by the Selling Stockholders under this
Agreement, less underwriters' discounts.

                  (c) Each Underwriter will indemnify and hold harmless the
Company and each Selling Stockholder against any losses, claims, damages or
liabilities to which the Company or each Selling Stockholder 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 an
untrue statement or alleged untrue statement of

                                       25.
<PAGE>   26
a material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, 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 any
Preliminary Prospectus, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through you expressly
for use therein; and will reimburse the Company and the Selling Stockholders for
any legal or other expenses reasonably incurred by the Company or the Selling
Stockholders in connection with investigating or defending any such action or
claim as such expenses are incurred.

                  (d) Promptly after receipt by an indemnified party under
subsection (a) (b) or (c) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.

                  (e) If the indemnification provided for in this Section 10 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a), (b) or (c)

                                       26.
<PAGE>   27
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party 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 the relative benefits received
by the Company and the Selling Stockholders on the one hand and the Underwriters
on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (d) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Selling Stockholders on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Selling Stockholders on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company and the Selling Stockholders, respectively, bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged 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 Selling Stockholders on the one hand or the Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company, the Selling
Stockholders and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (e) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (e). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (e) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (e),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations

                                       27.
<PAGE>   28
in this subsection (e) to contribute are several in proportion to their
respective underwriting obligations and not joint.

                  (f) The obligations of the Company and the Selling
Stockholders under this Section 10 shall be in addition to any liability which
the Company and the Selling Stockholders may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriter under this Section 10 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

         11. TERMINATION. (a) If any Underwriter shall default in its obligation
to purchase the Shares which it has agreed to purchase hereunder at a Time of
Delivery, you may in your discretion arrange for you or another party or other
parties to purchase such Shares on the terms contained herein. If within
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Shares, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Shares on such terms. In the event
that, within the respective prescribed periods, you notify the Company that you
have so arranged for the purchase of such Shares, or the Company notifies you
that it has so arranged for the purchase of such Shares, you or the Company
shall have the right to postpone such Time of Delivery for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Shares.

                  (b) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by you and
the Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one-eleventh of the aggregate
number of all the Shares to be purchased at such Time of Delivery, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the number of Shares which such Underwriter agreed to purchase
hereunder at such Time of Delivery and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the number
of Shares which such Underwriter agreed to purchase hereunder) of the Shares of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

                                       28.
<PAGE>   29
                  (c) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by you and
the Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased exceeds one-eleventh of the aggregate number of
all the Shares to be purchased at such Time of Delivery, or if the Company shall
not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or
Underwriters, then this Agreement (or, with respect to the Second Time of
Delivery, the obligations of the Underwriters to purchase and of the Company to
sell the Optional Shares) shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 8 hereof
and the indemnity and contribution agreements in Section 10 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

         12. SURVIVAL. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
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
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company and
shall survive delivery of and payment for the Shares.

         13. EXPENSES OF TERMINATION. If this Agreement shall be terminated
pursuant to Section 11 hereof, the Company shall not then be under any liability
to any Underwriter except as provided in Section 8 and Section 10 hereof; but,
if for any other reason this Agreement is terminated, the Company will reimburse
the Underwriters through you for all out-of-pocket expenses approved in writing
by you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Company shall then be under no further
liability to any Underwriter in respect of the Shares not so delivered except as
provided in Section 8 and Section 10 hereof.

         14. NOTICE. In all dealings hereunder, you shall act on behalf of each
of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by you jointly or by Adams, Harkness & Hill, Inc. on behalf of you
as the Representatives; and in all dealing with any Selling Stockholder
hereunder, you and the Company shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of such Selling Stockholder
made or given by any or all of the Attorneys-in-Fact for such Selling
Stockholder.

                                       29.
<PAGE>   30
         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the Representatives in care of Adams, Harkness
& Hill, Inc., 60 State Street, Boston, MA 02109, Attention: Joseph W. Hammer; if
to the Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: President; and if to a Selling Stockholder shall be
delivered or sent by mail, telex or facsimile transmission to the Selling
Stockholders to the attention of C. Zane Close or Randal Buness at the Company;
provided, however, that any notice to an Underwriter pursuant to Section 10(d)
hereof shall be delivered or sent by mail, telex or facsimile transmission to
such Underwriter at its address set forth in its Underwriter's Questionnaire or
telex constituting such Questionnaire, which address will be supplied to the
Company by you on request. Any such statements, requests, notices or agreements
shall take effect upon receipt thereof.

         15. MISCELLANEOUS. (a) This Agreement shall be binding upon, and inurea
solely to the benefit of, the Underwriters and the Company and, to the extent
provided in Sections 10 and 12 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Shares from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.

                  (b) Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

                  (c) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

                  (d) This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.

         If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Underwriters is pursuant to the authority set forth in a form of
Agreement Among Underwriters, the form of which shall be submitted to the
Company and the Selling Stockholders for examination, upon request, but without
warranty on your part as to the authority of the signors thereof.

                                       30.
<PAGE>   31
         Any person executing and delivering this Agreement as Attorney-in-Fact
for the Selling Stockholders represents by so doing that he has been duly
appointed as Attorney-in-Fact by the Selling Stockholders pursuant to a validly
existing and binding Power-of-Attorney which authorizes such Attorney-in-Fact to
take such action.

                                        Very truly yours,


                                        CERPROBE CORPORATION


                                        By:____________________________________

                                        Name:__________________________________

                                        Title:_________________________________





                                        THE SELLING STOCKHOLDERS NAMED IN
                                        SCHEDULE II ATTACHED HERETO


                                        By:____________________________________

                                        Name:__________________________________

                                        Title:  Attorney-in-Fact
                                              _________________________________




Accepted as of the date
hereof at Boston, Massachusetts

ADAMS, HARKNESS & HILL, INC.
DAIN BOSWORTH INCORPORATED


By:_____________________________________
       (Adams, Harkness & Hill, Inc. On
        behalf of each of the Underwriters)


                            [UNDERWRITING AGREEMENT]
<PAGE>   32
                                   SCHEDULE I

<TABLE>
<CAPTION>
                                                                                                         Number of
                                                                                                      Optional Shares
                                                                          Total Number of            to be Purchased if
                                                                         Firm Shares to be             Maximum Option
                                                                             Purchased                   Exercised
                                                                             ---------                   ---------
<S>                                                                      <C>                          <C>
Adams, Harkness & Hill, Inc.

Dain Bosworth Incorporated

         TOTAL:
</TABLE>
<PAGE>   33
                                   SCHEDULE II


                        SCHEDULE OF SELLING STOCKHOLDERS
<PAGE>   34
                                     ANNEX I



         Pursuant to Section 9(f) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

         (i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

         (ii) In their opinion, the consolidated financial statements and any
supplementary financial information and schedules (and, if applicable,
prospective financial statements and/or pro forma financial information)
examined by them and included in the Prospectus or the Registration Statement
comply as to form in all material respects with the applicable accounting
requirements of the Act and the related published rules and regulations
thereunder; and, if applicable, they have made a review in accordance with
standards established by the American Institute of Certified Public Accountants
of the unaudited consolidated interim financial statements, selected
consolidated financial data, pro forma financial information, prospective
financial statements and/or condensed financial statements derived from audited
consolidated financial statements of the Company for the periods specified in
such letter, as indicated in their reports thereon, copies of which have been
furnished to the representatives of the Underwriters (the "Representatives");

         (iii) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for the
five most recent fiscal years included in the Prospectus agrees with the
corresponding amounts (after restatements where applicable) in the audited
consolidated financial statements for such five fiscal years;

         (iv) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited consolidated financial statements and other
information referred to below, a reading of the latest available interim
consolidated financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries since the
date of the latest audited consolidated financial statements included in the
Prospectus, inquiries of officials of the Company and its subsidiaries
responsible for financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, nothing came to their attention
that caused them to believe that:
<PAGE>   35
                  (A) the unaudited consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows included
in the Prospectus do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the related published rules
and regulations thereunder, or are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent with the basis
for the audited consolidated statements of income, consolidated balance sheets
and consolidated statements of cash flows included in the Prospectus;

                  (B) any other unaudited consolidated income statement data and
consolidated balance sheet items included in the Prospectus do not agree with
the corresponding items in the unaudited consolidated financial statements from
which such data and items were derived, and any such unaudited data and items
were not determined on a basis substantially consistent with the basis for the
corresponding amounts in the audited consolidated financial statements included
in the Prospectus;

                  (C) the unaudited consolidated financial statements which were
not included in the Prospectus but from which were derived any unaudited
condensed consolidated financial statements referred to in Clause (A) and any
unaudited consolidated income statement data and consolidated balance sheet
items included in the Prospectus and referred to in Clause (B) were not
determined on a basis substantially consistent with the basis for the audited
consolidated financial statements included in the Prospectus;

                  (D) any unaudited pro forma consolidated condensed financial
statements included in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the Act and the
published rules and regulations thereunder or the pro forma adjustments have not
been properly applied to the historical amounts in the compilation of those
statements;

                  (E) as of a specified date not more than five days prior to
the date of such letter, there have been any changes in the consolidated capital
stock (other than issuances of capital stock upon exercise of options and stock
appreciation rights, upon earn-outs of performance shares and upon conversions
of convertible securities, in each case which were outstanding on the date of
the latest financial statements included in the Prospectus) or any increase in
the combined long-term debt of the Company and its subsidiaries, or any
decreases in combined net current assets or net assets or other items specified
by the Representatives, or any increases in any items specified by the
Representatives, in each case as compared with amounts shown in the latest
balance sheet included in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have occurred or may occur
or which are described in such letter; and

                                       I-2
<PAGE>   36
                  (F) for the period from the date of the latest financial
statements included in the Prospectus to the specified date referred to in
Clause (E) there were any decreases in consolidated net revenues or operating
profit or the total or per share amounts of consolidated net income or other
items specified by the Representatives, or any increases in any items specified
by the Representatives, in each case as compared with the comparable period of
the preceding year and with any other period of corresponding length specified
by the Representatives, except in each case for decreases or increases which the
Prospectus discloses have occurred or may occur or which are described in such
letter; and

      (v) In addition to the examination referred to in their report(s) included
in the Prospectus and the limited procedures, inspection of minute books,
inquiries and other procedures referred to in paragraphs (iii) and (iv) above,
they have carried out certain specified procedures, not constituting an
examination in accordance with generally accepted auditing standards, with
respect to certain amounts, percentages and financial information specified by
the representatives, which are derived from the general accounting records of
the Company and its subsidiaries, which appear in the Prospectus, or in Part II
of, or in exhibits and schedules to, the Registration Statement specified by the
Representatives, and have compared certain of such amounts, percentages and
financial information with the accounting records of the Company and its
subsidiaries and have found them to be in agreement.

                                       I-3
<PAGE>   37
                                    ANNEX II


                            FORM OF LOCK-UP AGREEMENT