<PAGE>   1

                                                         [Draft of July 1, 1999]







                             _______________ SHARES



                               GORACING.COM, INC.




                                  COMMON STOCK


                             UNDERWRITING AGREEMENT


                            DATED [__________, 1999]


<PAGE>   2




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page


<S>                                                                                                             <C>
Section 1. Representations and Warranties of the Company and the Principal Stockholder............................2

         (a)Compliance with Registration Requirements.............................................................2
         (b)Offering Materials Furnished to Underwriters..........................................................3
         (c)Distribution of Offering Material By the Company......................................................3
         (d)The Underwriting Agreement............................................................................3
         (e)Authorization of the Common Shares....................................................................3
         (f)No Applicable Registration or Other Similar Rights....................................................3
         (g)No Material Adverse Change............................................................................3
         (h)Independent Accountants...............................................................................4
         (i)Preparation of the Financial Statements...............................................................4
         (j)Incorporation and Good Standing of the Company and its Subsidiaries...................................4
         (k)Capitalization and Other Capital Stock Matters........................................................4
         (l)Stock Exchange Listing................................................................................5
         (m)Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required............5
         (n)No Material Actions or Proceedings....................................................................6
         (o)Intellectual Property Rights..........................................................................6
         (p)All Necessary Permits, etc............................................................................6
         (q)Title to Properties...................................................................................6
         (r)Tax Law Compliance....................................................................................7
         (s)Company Not an "Investment Company."..................................................................7
         (t)Insurance.............................................................................................7
         (u)No Price Stabilization or Manipulation................................................................7
         (v)Related Party Transactions............................................................................7
         (w)No Unlawful Contributions or Other Payments...........................................................7
         (x)Company's Accounting System...........................................................................7
         (y)Compliance with Environmental Laws....................................................................8
         (z)Periodic Review of Costs of Environmental Compliance..................................................8
         (aa)ERISA Compliance.....................................................................................9
         (bb)Year 2000............................................................................................9

Section 2. Purchase, Sale and Delivery of the Common Shares.......................................................9

         The Firm Common Shares...................................................................................9
         The First Closing Date..................................................................................10
         The Optional Common Shares; the Second Closing Date.....................................................10
         Public Offering of the Common Shares....................................................................10
         Payment for the Common Shares...........................................................................11
         Delivery of the Common Shares...........................................................................11
         Delivery of Prospectus to the Underwriters..............................................................11
</TABLE>

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<TABLE>

<S>                                                                                                             <C>
Section 3. Additional Covenants of the Company and the Principal Stockholder.....................................11

         (a)Representatives'Review of Proposed Amendments and Supplements........................................11
         (b)Securities Act Compliance............................................................................12
         (c)Amendments and Supplements to the Prospectus and Other Securities Act Matters........................12
         (d)Copies of any Amendments and Supplements to the Prospectus...........................................12
         (e)Blue Sky Compliance..................................................................................12
         (f)Use of Proceeds......................................................................................13
         (g)Transfer Agent.......................................................................................13
         (h)Earnings Statement...................................................................................13
         (i)Periodic Reporting Obligations.......................................................................13
         (j)Agreement Not To Offer or Sell Additional Securities.................................................13
         (k)Future Reports to the Representatives................................................................14

Section 4. Payment of Expenses...................................................................................14


Section 5. Conditions of the Obligations of the Underwriters.....................................................15

         (a)Accountants'Comfort Letter...........................................................................15
         (b)Compliance with Registration Requirements; No Stop Order; No Objection from NASD.....................15
         (c)No Material Adverse Change or Ratings Agency Change..................................................16
         (d)Opinion of Counsel for the Company...................................................................16
         (e)Opinion of Counsel for the Underwriters..............................................................16
         (f)Officers'Certificate.................................................................................16
         (g)Bring-down Comfort Letter............................................................................17
         (h)Lock-Up Agreement from Certain Securityholders of the Company........................................17
         (i)Additional Documents.................................................................................17

Section 6. Reimbursement of Underwriters'Expenses................................................................17


Section 7. Effectiveness of this Agreement.......................................................................18


Section 8. Indemnification.......................................................................................18

         (a)Indemnification of the Underwriters..................................................................18
         (b)Indemnification of the Company, its Directors and Officers and the Principal Stockholder.............19
         (c)Notifications and Other Indemnification Procedures...................................................20
         (d)Settlements..........................................................................................21

Section 9. Contribution..........................................................................................21


Section 10. Default of One or More of the Several Underwriters...................................................22


Section 11. Termination of this Agreement........................................................................23


Section 12. Representations and Indemnities to Survive Delivery..................................................24
</TABLE>


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<TABLE>

<S>     <C>                                                                                                     <C>
Section 13. Notices..............................................................................................24


Section 14. Successors...........................................................................................24


Section 15. Partial Unenforceability.............................................................................25


Section 16. Governing Law........................................................................................25

         (a)Governing Law Provisions.............................................................................25
         (b)Consent to Jurisdiction..............................................................................25
         (c)Waiver of Immunity...................................................................................25

Section 17. General Provisions...................................................................................25

</TABLE>

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                                                                    Draft 7/1/99

                             UNDERWRITING AGREEMENT



                                                                __________, 1999



BANC OF AMERICA SECURITIES LLC
WILLIAM BLAIR & COMPANY LLC
U.S. BANCORP PIPER JAFFRAY INC.
J. C. BRADFORD & CO.
As Representatives of the several Underwriters
c/o Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111

Ladies and Gentlemen:

         INTRODUCTORY. goracing.com, inc., a Delaware corporation (the
"Company), proposes to issue and sell to the several underwriters named in
Schedule A (the "Underwriters") an aggregate of [___] shares (the "Firm Common
Shares") of its Class A Common Stock, par value $.001 per share (the "Common
Stock"). In addition, the Company has granted to the Underwriters an option to
purchase up to an additional [___] shares (the "Optional Common Shares") of
Common Stock, as provided in Section 2. The Firm Common Shares and, if and to
the extent such option is exercised, the Optional Common Shares are collectively
called the "Common Shares." Banc of America Securities LLC, William Blair &
Company LLC, U.S. Bancorp Piper Jaffray Inc. and J. C. Bradford & Co. have
agreed to act as representatives of the several Underwriters (in such capacity,
the "Representatives") in connection with the offering and sale of the Common
Shares.

         The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-1 (File No.
333-[___]), which contains a form of prospectus to be used in connection with
the public offering and sale of the Common Shares. Such registration statement,
as amended, including the financial statements, exhibits and schedules thereto,
in the form in which it was declared effective by the Commission under the
Securities Act of 1933 and the rules and regulations promulgated thereunder
(collectively, the "Securities Act"), including any information deemed to be a
part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434
under the Securities Act, is called the "Registration Statement." Any
registration statement filed by the Company pursuant to Rule 462(b) under the
Securities Act is called the "Rule 462(b) Registration Statement," and from and
after the date and time of filing of the Rule 462(b) Registration Statement the
term "Registration Statement" shall include the Rule 462(b) Registration
Statement. Such prospectus, in the form first used by the Underwriters to
confirm sales of the Common Shares, is called the "Prospectus"; provided,
however, if the Company has, with the consent of Banc of America Securities LLC,
elected to rely upon Rule 434 under the Securities Act, the term "Prospectus"


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shall mean the Company's prospectus subject to completion (each, a "preliminary
prospectus") dated __________, 1999 (such preliminary prospectus is called the
"Rule 434 preliminary prospectus"), together with the applicable term sheet (the
"Term Sheet") prepared and filed by the Company with the Commission under Rules
434 and 424(b) under the Securities Act and all references in this Agreement to
the date of the Prospectus shall mean the date of the Term Sheet. All references
in this Agreement to the Registration Statement, the Rule 462(b) Registration
Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any
amendments or supplements to any of the foregoing, shall include any copy
thereof filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").

     The Company and Action Performance Companies, Inc. (the "Principal
Stockholder") hereby confirm their respective agreements with the Underwriters
as follows:

     SECTION 1.REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL
STOCKHOLDER.

         Each of the Company and the Principal Stockholder hereby represents,
warrants and covenants to each Underwriter as follows:

          (a) Compliance with Registration Requirements. The Registration
     Statement and any Rule 462(b) Registration Statement have been declared
     effective by the Commission under the Securities Act. The Company has
     complied to the Commission's satisfaction with all requests of the
     Commission for additional or supplemental information. No stop order
     suspending the effectiveness of the Registration Statement or any Rule
     462(b) Registration Statement is in effect and no proceedings for such
     purpose have been instituted or are pending or, to the best knowledge of
     the Company, are contemplated or threatened by the Commission.

          Each preliminary prospectus and the Prospectus when filed complied in
     all material respects with the Securities Act and, if filed by electronic
     transmission pursuant to EDGAR (except as may be permitted by Regulation
     S-T under the Securities Act), was identical to the copy thereof delivered
     to the Underwriters for use in connection with the offer and sale of the
     Common Shares. Each of the Registration Statement, any Rule 462(b)
     Registration Statement and any post-effective amendment thereto, at the
     time it became effective and at all subsequent times, complied and will
     comply in all material respects with the Securities Act and did not and
     will not contain any 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. The Prospectus, as amended or
     supplemented, as of its date and at all subsequent times, did not and will
     not contain any untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading. The
     representations and warranties set forth in the two immediately preceding
     sentences do not apply to statements in or omissions from the Registration
     Statement, any Rule 462(b) Registration Statement, or any post-effective
     amendment thereto, or the Prospectus, or any amendments or supplements
     thereto, made in reliance upon and in conformity with information relating
     to any Underwriter furnished to the Company in writing by the
     Representatives expressly for use therein. There are no


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<PAGE>   7

contracts or other documents required to be described in the Prospectus or to be
filed as exhibits to the Registration Statement which have not been described or
filed as required.

          (b) Offering Materials Furnished to Underwriters. The Company has
     delivered to the Representatives a complete manually signed copy of the
     Registration Statement and of each consent and certificate of experts filed
     as a part thereof, and conformed copies of the Registration Statement
     (without exhibits) and preliminary prospectuses and the Prospectus, as
     amended or supplemented, in such quantities and at such places as the
     Representatives have reasonably requested for each of the Underwriters.

          (c) Distribution of Offering Material By the Company. The Company has
     not distributed and will not distribute, prior to the later of the Second
     Closing Date (as defined below) and the completion of the Underwriters'
     distribution of the Common Shares, any offering material in connection with
     the offering and sale of the Common Shares other than a preliminary
     prospectus, the Prospectus or the Registration Statement.

          (d) The Underwriting Agreement. This Agreement has been duly
     authorized, executed and delivered by, and is a valid and binding agreement
     of, the Company and the Principal Stockholder, enforceable in accordance
     with its terms, except as rights to indemnification hereunder may be
     limited by applicable law and except as the enforcement hereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium or other
     similar laws relating to or affecting the rights and remedies of creditors
     or by general equitable principles.

          (e) Authorization of the Common Shares. The Common Shares to be
     purchased by the Underwriters from the Company have been duly authorized
     for issuance and sale pursuant to this Agreement and, when issued and
     delivered by the Company pursuant to this Agreement, will be validly
     issued, fully paid and nonassessable.

          (f) No Applicable Registration or Other Similar Rights. There are no
     persons with registration or other similar rights to have any equity or
     debt securities registered for sale under the Registration Statement or
     included in the offering contemplated by this Agreement, except for such
     rights as have been duly waived.

          (g) No Material Adverse Change. Except as otherwise disclosed in the
     Prospectus, subsequent to the respective dates as of which information is
     given in the Prospectus: (i) there has been no material adverse change, or,
     to the knowledge of the Company and the Principal Stockholder, any
     development that could reasonably be expected to result in a material
     adverse change, in the condition, financial or otherwise, or in the
     business, operations or prospects, whether or not arising from transactions
     in the ordinary course of business, of the Company and its subsidiaries,
     considered as one entity (any such change is called a "Material Adverse
     Change"); (ii) the Company and its subsidiaries, considered as one entity,
     have not incurred any material liability or obligation, indirect, direct or
     contingent, not in the ordinary course of business nor entered into any
     material transaction or agreement not in the ordinary course of business;
     and (iii) there has been no dividend or distribution of any kind declared,
     paid or made by the Company or, except for dividends paid to the Company or
     other subsidiaries, any of


                                      -3-
<PAGE>   8

     its subsidiaries on any class of capital stock or repurchase or redemption
     by the Company or any of its subsidiaries of any class of capital stock.

          (h) Independent Accountants. Arthur Andersen LLP, which has expressed
     its opinion with respect to the financial statements (which term as used in
     this Agreement includes the related notes thereto) [and supporting
     schedules] filed with the Commission as a part of the Registration
     Statement and included in the Prospectus, are independent public or
     certified public accountants as required by the Securities Act.

          (i) Preparation of the Financial Statements. The financial statements
     filed with the Commission as a part of the Registration Statement and
     included in the Prospectus present fairly the consolidated financial
     position of the Company and its subsidiaries as of and at the dates
     indicated and the results of their operations and cash flows for the
     periods specified. [The supporting schedules included in the Registration
     Statement present fairly the information required to be stated therein.]
     Such financial statements [and supporting schedules] have been prepared in
     conformity with generally accepted accounting principles as applied in the
     United States applied on a consistent basis throughout the periods
     involved, except as may be expressly stated in the related notes thereto.
     No other financial statements or supporting schedules are required to be
     included in the Registration Statement. The financial data set forth in the
     Prospectus under the captions "Prospectus Summary -- Summary Financial
     Data," "Selected Combined Financial Data" and "Capitalization" fairly
     present the information set forth therein on a basis consistent with that
     of the audited financial statements contained in the Registration
     Statement.

          (j) Incorporation and Good Standing of the Company and its
     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 the jurisdiction of its incorporation and has corporate
     power and authority to own, lease and operate its properties and to conduct
     its business as described in the Prospectus and, in the case of the
     Company, to enter into and perform its obligations under this Agreement.
     Each of the Company and each subsidiary is duly qualified as a foreign
     corporation to transact business and is in good standing in the State of
     Arizona and each other jurisdiction in which such qualification is
     required, whether by reason of the ownership or leasing of property or the
     conduct of business, except for such jurisdictions (other than the State of
     Arizona) where the failure to so qualify or to be in good standing would
     not, individually or in the aggregate, result in a Material Adverse Change.
     All of the issued and outstanding capital stock of each subsidiary has been
     duly authorized and validly issued, is fully paid and nonassessable and is
     owned by the Company, directly or through subsidiaries, free and clear of
     any security interest, mortgage, pledge, lien, encumbrance or claim. The
     Company does not own or control, directly or indirectly, any corporation,
     association or other entity other than the subsidiaries listed in Exhibit
     21 to the Registration Statement.

          (k) Capitalization and Other Capital Stock Matters. The authorized,
     issued and outstanding capital stock of the Company is as set forth in the
     Prospectus under the caption "Capitalization" (other than for subsequent
     issuances, if any, pursuant to employee benefit plans described in the
     Prospectus or upon exercise of outstanding


                                      -4-
<PAGE>   9

     options described in the Prospectus). The Common Stock (including the
     Common Shares) conforms in all material respects to the description thereof
     contained in the Prospectus. All of the issued and outstanding shares of
     Common Stock (including the shares of Class B Common Stock owned by the
     Principal Stockholder) have been duly authorized and validly issued, are
     fully paid and nonassessable and have been issued in compliance with
     federal and state securities laws. None of the outstanding shares of Common
     Stock were issued in violation of any preemptive rights, rights of first
     refusal or other similar rights to subscribe for or purchase securities of
     the Company. There are no authorized or outstanding options, warrants,
     preemptive rights, rights of first refusal or other rights to purchase, or
     equity or debt securities convertible into or exchangeable or exercisable
     for, any capital stock of the Company or any of its subsidiaries other than
     those accurately described in the Prospectus. The description of the
     Company's stock option, stock bonus and other stock plans or arrangements,
     and the options or other rights granted thereunder, set forth in the
     Prospectus accurately and fairly presents the information required to be
     shown with respect to such plans, arrangements, options and rights.

          (l) Stock Exchange Listing. The Common Shares have been approved for
     inclusion on the Nasdaq National Market, subject only to official notice of
     issuance.

          (m) Non-Contravention of Existing Instruments; No Further
     Authorizations or Approvals Required. Neither the Company nor any of its
     subsidiaries is in violation of its charter or bylaws or is in default (or,
     with the giving of notice or lapse of time, would be in default)
     ("Default") under any indenture, mortgage, loan or credit agreement, note,
     contract, franchise, lease or other instrument to which the Company or any
     of its subsidiaries is a party or by which it or any of them may be bound,
     or to which any of the property or assets of the Company or any of its
     subsidiaries is subject (each, an "Existing Instrument"), except for such
     Defaults as would not, individually or in the aggregate, result in a
     Material Adverse Change. The Company's and the Principal Stockholder's
     execution, delivery and performance of this Agreement and consummation of
     the transactions contemplated hereby and by the Prospectus (i) have been
     duly authorized by all necessary corporate action and will not result in
     any violation of the provisions of the charter or bylaws of the Company or
     any subsidiary, (ii) will not conflict with or constitute a breach of, or
     Default under, or result in the creation or imposition of any lien, charge
     or encumbrance upon any property or assets of the Company, the Principal
     Stockholder or any of its subsidiaries pursuant to, or require the consent
     of any other party to, any Existing Instrument, except for such conflicts,
     breaches, Defaults, liens, charges or encumbrances as would not,
     individually or in the aggregate, result in a Material Adverse Change and
     (iii) will not result in any violation of any law, administrative
     regulation or administrative or court decree applicable to the Company or
     any subsidiary. No consent, approval, authorization or other order of, or
     registration or filing with, any court or other governmental or regulatory
     authority or agency, is required for the Company's execution, delivery and
     performance of this Agreement and consummation of the transactions
     contemplated hereby and by the Prospectus, except such as have been
     obtained or made by the Company and are in full force and effect under the
     Securities Act, applicable state securities or blue sky laws and from the
     National Association of Securities Dealers, Inc. (the "NASD").

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<PAGE>   10

          (n) No Material Actions or Proceedings. There are no legal or
     governmental actions, suits or proceedings pending or, to the best of the
     Company's or the Principal Stockholder's knowledge, threatened (i) against
     the Company or any of its subsidiaries, (ii) which has as the subject
     thereof any officer or director of, or property owned or leased by, the
     Company or any of its subsidiaries or (iii) relating to environmental or
     discrimination matters, where in any such case (A) there is a reasonable
     possibility that such action, suit or proceeding might be determined
     adversely to the Company or such subsidiary and (B) any such action, suit
     or proceeding, if so determined adversely, would reasonably be expected to
     result in a Material Adverse Change or adversely affect the consummation of
     the transactions contemplated by this Agreement. No material labor dispute
     with the employees of the Company or any of its subsidiaries, or, to the
     knowledge of the Company or the Principal Stockholder, with the employees
     of any principal supplier of the Company, exists or, to the best of the
     Company's or the Principal Stockholder's knowledge, is threatened or
     imminent.

          (o) Intellectual Property Rights. Except as otherwise disclosed in the
     Prospectus, the Company and its subsidiaries own or possess sufficient
     trademarks, trade names, patent rights, copyrights, licenses, approvals,
     trade secrets and other similar rights (collectively, "Intellectual
     Property Rights") reasonably necessary to conduct their businesses as now
     conducted; and the expected expiration of any of such Intellectual Property
     Rights would not result in a Material Adverse Change. Neither the Company
     nor any of its subsidiaries has received any notice of infringement or
     conflict with asserted Intellectual Property Rights of others, which
     infringement or conflict, if the subject of an unfavorable decision, would
     result in a Material Adverse Change.

          (p) All Necessary Permits, etc. The Company and each subsidiary
     possess such valid and current certificates, authorizations or permits
     issued by the appropriate state, federal or foreign regulatory agencies or
     bodies necessary to conduct their respective businesses, and neither the
     Company nor any subsidiary has received any notice of proceedings relating
     to the revocation or modification of, or non-compliance with, any such
     certificate, authorization or permit which, singly or in the aggregate, if
     the subject of an unfavorable decision, ruling or finding, could result in
     a Material Adverse Change.

          (q) Title to Properties. The Company and each of its subsidiaries has
     good and marketable title to all the properties and assets reflected as
     owned in the financial statements referred to in Section 1(i) above, in
     each case free and clear of any security interests, mortgages, liens,
     encumbrances, equities, claims and other defects, except such as do not
     materially and adversely affect the value of such property and do not
     materially interfere with the use made or proposed to be made of such
     property by the Company or such subsidiary. The real property,
     improvements, equipment and personal property held under lease by the
     Company or any subsidiary are held under valid and enforceable leases, with
     such exceptions as are not material and do not materially interfere with
     the use made or proposed to be made of such real property, improvements,
     equipment or personal property by the Company or such subsidiary.

          (r) Tax Law Compliance. The Company and its consolidated subsidiaries
     have filed all necessary federal, state and foreign income and franchise
     tax returns and have


                                      -6-
<PAGE>   11

     paid all taxes required to be paid by any of them and, if due and payable,
     any related or similar assessment, fine or penalty levied against any of
     them. The Company has made adequate charges, accruals and reserves in the
     applicable financial statements referred to in Section 1(i) above in
     respect of all federal, state and foreign income and franchise taxes for
     all periods as to which the tax liability of the Company or any of its
     consolidated subsidiaries has not been finally determined.

          (s) Company Not an "Investment Company." The Company has been advised
     of the rules and requirements under the Investment Company Act of 1940, as
     amended (the "Investment Company Act"). The Company is not, and after
     receipt of payment for the Common Shares will not be, an "investment
     company" within the meaning of Investment Company Act and will conduct its
     business in a manner so that it will not become subject to the Investment
     Company Act.

          (t) Insurance. Each of the Company and its subsidiaries are insured by
     recognized, financially sound and reputable institutions with policies in
     such amounts and with such deductibles and covering such risks as are
     generally deemed adequate and customary for their businesses including, but
     not limited to, policies covering real and personal property owned or
     leased by the Company and its subsidiaries against theft, damage,
     destruction, acts of vandalism and earthquakes. The Company has no reason
     to believe that it or any subsidiary will not be able (i) to renew its
     existing insurance coverage as and when such policies expire or (ii) to
     obtain comparable coverage from similar institutions as may be necessary or
     appropriate to conduct its business as now conducted and at a cost that
     would not result in a Material Adverse Change. Neither of the Company nor
     any subsidiary has been denied any insurance coverage which it has sought
     or for which it has applied.

          (u) No Price Stabilization or Manipulation. The Company has not taken
     and will not take, directly or indirectly, any action designed to or that
     might be reasonably expected to cause or result in stabilization or
     manipulation of the price of the Common Stock to facilitate the sale or
     resale of the Common Shares.

          (v) Related Party Transactions. There are no business relationships or
     related-party transactions involving the Company or any subsidiary or any
     other person required to be described in the Prospectus which have not been
     described as required.

          (w) No Unlawful Contributions or Other Payments. Neither the Company
     nor the Principal Stockholder nor any of their respective subsidiaries nor,
     to the best of the Company's and the Principal Stockholder's knowledge, any
     employee or agent of the Company or the Principal Stockholder or any
     subsidiary, has made any contribution or other payment to any official of,
     or candidate for, any federal, state or foreign office in violation of any
     law or of the character required to be disclosed in the Prospectus.

          (x) Company's Accounting System. The Company maintains a system of
     accounting controls sufficient to provide reasonable assurances that (i)
     transactions are executed in accordance with management's general or
     specific authorization; (ii) transactions are recorded as necessary to
     permit preparation of financial statements in


                                      -7-
<PAGE>   12

     conformity with generally accepted accounting principles as applied in the
     United States and to maintain accountability for assets; (iii) access to
     assets is permitted only in accordance with management's general or
     specific authorization; and (iv) the recorded accountability for assets is
     compared with existing assets at reasonable intervals and appropriate
     action is taken with respect to any differences.

          (y) Compliance with Environmental Laws. Except as would not,
     individually or in the aggregate, result in a Material Adverse Change (i)
     neither the Company nor any of its subsidiaries is in violation of any
     federal, state, local or foreign law or regulation relating to pollution or
     protection of human health or the environment (including, without
     limitation, ambient air, surface water, groundwater, land surface or
     subsurface strata) or wildlife, including without limitation, laws and
     regulations relating to emissions, discharges, releases or threatened
     releases of chemicals, pollutants, contaminants, wastes, toxic substances,
     hazardous substances, petroleum and petroleum products (collectively,
     "Materials of Environmental Concern"), or otherwise relating to the
     manufacture, processing, distribution, use, treatment, storage, disposal,
     transport or handling of Materials of Environment Concern (collectively,
     "Environmental Laws"), which violation includes, but is not limited to,
     noncompliance with any permits or other governmental authorizations
     required for the operation of the business of the Company or its
     subsidiaries under applicable Environmental Laws, or noncompliance with the
     terms and conditions thereof, nor has the Company or any of its
     subsidiaries received any written communication, whether from a
     governmental authority, citizens group, employee or otherwise, that alleges
     that the Company or any of its subsidiaries is in violation of any
     Environmental Law; (ii) there is no claim, action or cause of action filed
     with a court or governmental authority, no investigation with respect to
     which the Company or any of its subsidiaries has received written notice,
     and no written notice by any person or entity alleging potential liability
     for investigatory costs, cleanup costs, governmental responses costs,
     natural resources damages, property damages, personal injuries, attorneys'
     fees or penalties arising out of, based on or resulting from the presence,
     or release into the environment, of any Material of Environmental Concern
     at any location owned, leased or operated by the Company or any of its
     subsidiaries, now or in the past (collectively, "Environmental Claims"),
     pending or, to the best of the Company's knowledge, threatened against the
     Company or any of its subsidiaries or any person or entity whose liability
     for any Environmental Claim the Company or any of its subsidiaries has
     retained or assumed either contractually or by operation of law; and (iii)
     to the best of the Company's knowledge, there are no past or present
     actions, activities, circumstances, conditions, events or incidents,
     including, without limitation, the release, emission, discharge, presence
     or disposal of any Material of Environmental Concern, that reasonably could
     result in a violation of any Environmental Law or form the basis of a
     potential Environmental Claim against the Company or any of its
     subsidiaries or against any person or entity whose liability for any
     Environmental Claim the Company or any of its subsidiaries has retained or
     assumed either contractually or by operation of law.

          (z) Periodic Review of Costs of Environmental Compliance. In the
     ordinary course of its business, the Company conducts a periodic review of
     the effect of Environmental Laws on the business, operations and properties
     of the Company and its subsidiaries, in the course of which it identifies
     and evaluates associated costs and liabilities


                                      -8-
<PAGE>   13

     (including, without limitation, any capital or operating expenditures
     required for clean-up, closure of properties or compliance with
     Environmental Laws or any permit, license or approval, any related
     constraints on operating activities and any potential liabilities to third
     parties). On the basis of such review and the amount of its established
     reserves, the Company has reasonably concluded that such associated costs
     and liabilities would not, individually or in the aggregate, result in a
     Material Adverse Change.

          (aa) ERISA Compliance. The Company and its subsidiaries and any
     "employee benefit plan" (as defined under the Employee Retirement Income
     Security Act of 1974, as amended, and the regulations and published
     interpretations thereunder (collectively, "ERISA")) established or
     maintained by the Company, its subsidiaries or their "ERISA Affiliates" (as
     defined below) are in compliance in all material respects with ERISA.
     "ERISA Affiliate" means, with respect to the Company or a subsidiary, any
     member of any group of organizations described in section 414(b),(c),(m) or
     (o) of the Internal Revenue Code of 1986, as amended, and the regulations
     and published interpretations thereunder (the "Code") of which the Company
     or such subsidiary is a member. No "reportable event" (as defined under
     ERISA) has occurred or is reasonably expected to occur with respect to any
     "employee benefit plan" established or maintained by the Company, its
     subsidiaries or any of their ERISA Affiliates. No "employee benefit plan"
     established or maintained by the Company, its subsidiaries or any of their
     ERISA Affiliates, if such "employee benefit plan" were terminated, would
     have any "amount of unfunded benefit liabilities" (as defined under ERISA).
     Neither the Company, its subsidiaries nor any of their ERISA Affiliates has
     incurred or reasonably expects to incur any liability under (i) Title IV of
     ERISA with respect to termination of, or withdrawal from, any "employee
     benefit plan" or (ii) section 412, 4971, 4975 or 4980B of the Code. Each
     "employee benefit plan" established or maintained by the Company, its
     subsidiaries or any of their ERISA Affiliates that is intended to be
     qualified under section 401(a) of the Code is so qualified and nothing has
     occurred, whether by action or failure to act, which would cause the loss
     of such qualification.

          (bb) Year 2000. All disclosure regarding year 2000 compliance that is
     required to be described under the 1933 Act and 1933 Regulations (including
     disclosures required by Staff Legal Bulletin No. 5) has been included in
     the Prospectus. The Company will not incur significant operating expenses
     or costs to ensure that its information systems will be year 2000
     complaint, other than as disclosed in the Prospectus.

         Any certificate signed by an officer of each of the Company and the
Principal Stockholder and delivered to the Representatives or to counsel for the
Underwriters shall be deemed to be a representation and warranty by the Company
and the Principal Stockholder to each Underwriter as to the matters set forth
therein.

     SECTION 2. PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES.

         The Firm Common Shares. The Company agrees to issue and sell to the
several Underwriters the Firm Common Shares upon the terms herein set forth. On
the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the
Underwriters agree, severally and not jointly, to purchase


                                      -9-
<PAGE>   14

from the Company the respective number of Firm Common Shares set forth opposite
their names on Schedule A. The purchase price per Firm Common Share to be paid
by the several Underwriters to the Company shall be $[___] per share.

         The First Closing Date. Delivery of certificates for the Firm Common
Shares to be purchased by the Underwriters and payment therefor shall be made at
the offices of Banc of America Securities LLC, 600 Montgomery Street, San
Francisco, California (or such other place as may be agreed to by the Company
and the Representative) at 6:00 a.m. San Francisco time, on X , 1999 or such
other time and date not later than 10:30 a.m. San Francisco time, on X+10 , 1999
as the Representatives shall designate by notice to the Company (the time and
date of such closing are called the "First Closing Date"). The Company hereby
acknowledges that circumstances under which the Representatives may provide
notice to postpone the First Closing Date as originally scheduled include, but
are in no way limited to, any determination by the Company or the
Representatives to recirculate to the public copies of an amended or
supplemented Prospectus or a delay as contemplated by the provisions of Section
10.

         The Optional Common Shares; the Second Closing Date. In addition, on
the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally and
not jointly, up to an aggregate of [___] Optional Common Shares from the Company
at the purchase price per share to be paid by the Underwriters for the Firm
Common Shares. The option granted hereunder is for use by the Underwriters
solely in covering any over-allotments in connection with the sale and
distribution of the Firm Common Shares. The option granted hereunder may be
exercised at any time (but not more than once) upon notice by the
Representatives to the Company, which notice may be given at any time within 30
days from the date of this Agreement. Such notice shall set forth (i) the
aggregate number of Optional Common Shares as to which the Underwriters are
exercising the option, (ii) the names and denominations in which the
certificates for the Optional Common Shares are to be registered and (iii) the
time, date and place at which such certificates will be delivered (which time
and date may be simultaneous with, but not earlier than, the First Closing Date;
and in such case the term "First Closing Date" shall refer to the time and date
of delivery of certificates for the Firm Common Shares and the Optional Common
Shares). Such time and date of delivery, if subsequent to the First Closing
Date, is called the "Second Closing Date" and shall be determined by the
Representatives and shall not be earlier than three nor later than five full
business days after delivery of such notice of exercise. If any Optional Common
Shares are to be purchased, each Underwriter agrees, severally and not jointly,
to purchase the number of Optional Common Shares (subject to such adjustments to
eliminate fractional shares as the Representatives may determine) that bears the
same proportion to the total number of Optional Common Shares to be purchased as
the number of Firm Common Shares set forth on Schedule A opposite the name of
such Underwriter bears to the total number of Firm Common Shares. The
Representatives may cancel the option at any time prior to its expiration by
giving written notice of such cancellation to the Company.

         Public Offering of the Common Shares. The Representatives hereby advise
the Company that the Underwriters intend to offer for sale to the public, as
described in the Prospectus, their respective portions of the Common Shares as
soon after this Agreement has been executed and


                                      -10-
<PAGE>   15

the Registration Statement has been declared effective as the Representatives,
in their sole judgment, have determined is advisable and practicable.

     Payment for the Common Shares. Payment for the Common Shares shall be made
at the First Closing Date (and, if applicable, at the Second Closing Date) by
wire transfer of immediately available funds to the order of the Company.

     It is understood that the Representatives have been authorized, for their
own account and the accounts of the several Underwriters, to accept delivery of
and receipt for, and make payment of the purchase price for, the Firm Common
Shares and any Optional Common Shares the Underwriters have agreed to purchase.
Banc of America Securities LLC, individually and not as a Representative of the
Underwriters, may (but shall not be obligated to) make payment for any Common
Shares to be purchased by any Underwriter whose funds shall not have been
received by the Representatives by the First Closing Date or the Second Closing
Date, as the case may be, for the account of such Underwriter, but any such
payment shall not relieve such Underwriter from any of its obligations under
this Agreement.

     Delivery of the Common Shares. The Company shall deliver, or cause to be
delivered, to the Representatives for the accounts of the several Underwriters
certificates for the Firm Common Shares at the First Closing Date, against the
irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. The Company shall also deliver, or cause
to be delivered, to the Representatives for the accounts of the several
Underwriters, certificates for the Optional Common Shares the Underwriters have
agreed to purchase at the First Closing Date or the Second Closing Date, as the
case may be, against the irrevocable release of a wire transfer of immediately
available funds for the amount of the purchase price therefor. The certificates
for the Common Shares shall be in definitive form and registered in such names
and denominations as the Representatives shall have requested at least two full
business days prior to the First Closing Date (or the Second Closing Date, as
the case may be) and shall be made available for inspection on the business day
preceding the First Closing Date (or the Second Closing Date, as the case may
be) at a location in New York City as the Representatives may designate. Time
shall be of the essence, and delivery at the time and place specified in this
Agreement is a further condition to the obligations of the Underwriters.

     Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on
the second business day following the date the Common Shares are first released
by the Underwriters for sale to the public, the Company shall deliver or cause
to be delivered, copies of the Prospectus in such quantities and at such places
as the Representatives shall request.

     SECTION 3. ADDITIONAL COVENANTS OF THE COMPANY AND THE PRINCIPAL
STOCKHOLDER.

     The Company and the Principal Stockholder further covenant and agree with
each Underwriter as follows:

          (a) Representatives' Review of Proposed Amendments and Supplements.
     During such period beginning on the date hereof and ending on the later of
     the First Closing Date or such date, as in the opinion of counsel for the
     Underwriters, the Prospectus is no longer required by law to be delivered
     in connection with sales by an Underwriter or


                                      -11-
<PAGE>   16

     dealer (the "Prospectus Delivery Period"), prior to amending or
     supplementing the Registration Statement (including any registration
     statement filed under Rule 462(b) under the Securities Act) or the
     Prospectus, the Company shall furnish to the Representatives for review a
     copy of each such proposed amendment or supplement, and the Company shall
     not file any such proposed amendment or supplement to which the
     Representatives reasonably objects.

          (b) Securities Act Compliance. After the date of this Agreement, the
     Company shall promptly advise the Representatives in writing (i) of the
     receipt of any comments of, or requests for additional or supplemental
     information from, the Commission, (ii) of the time and date of any filing
     of any post-effective amendment to the Registration Statement or any
     amendment or supplement to any preliminary prospectus or the Prospectus,
     (iii) of the time and date that any post-effective amendment to the
     Registration Statement becomes effective and (iv) of the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or any post-effective amendment thereto or of any
     order preventing or suspending the use of any preliminary prospectus or the
     Prospectus, or of any proceedings to remove, suspend or terminate from
     listing or quotation the Common Stock from any securities exchange upon
     which it is listed for trading or included or designated for quotation, or
     of the threatening or initiation of any proceedings for any of such
     purposes. If the Commission shall enter any such stop order at any time,
     the Company will use its best efforts to obtain the lifting of such order
     at the earliest possible moment. Additionally, the Company agrees that it
     shall comply with the provisions of Rules 424(b), 430A and 434, as
     applicable, under the Securities Act and will use its reasonable efforts to
     confirm that any filings made by the Company under such Rule 424(b) were
     received in a timely manner by the Commission.

          (c) Amendments and Supplements to the Prospectus and Other Securities
     Act Matters. If, during the Prospectus Delivery Period, any event shall
     occur or condition exist as a result of which it is necessary to amend or
     supplement the Prospectus in order to make the statements therein, in the
     light of the circumstances when the Prospectus is delivered to a purchaser,
     not misleading, or if in the opinion of the Representatives or counsel for
     the Underwriters it is otherwise necessary to amend or supplement the
     Prospectus to comply with law, the Company agrees to promptly prepare
     (subject to Section 3(a) hereof), file with the Commission and furnish at
     its own expense to the Underwriters and to dealers, amendments or
     supplements to the Prospectus so that the statements in the Prospectus as
     so amended or supplemented will not, in the light of the circumstances when
     the Prospectus is delivered to a purchaser, be misleading or so that the
     Prospectus, as amended or supplemented, will comply with law.

          (d) Copies of any Amendments and Supplements to the Prospectus. The
     Company agrees to furnish the Representatives, without charge, during the
     Prospectus Delivery Period, as many copies of the Prospectus and any
     amendments and supplements thereto as the Representatives may reasonably
     request.

          (e) Blue Sky Compliance. The Company shall cooperate with the
     Representatives and counsel for the Underwriters to qualify or register the
     Common Shares for sale under (or obtain exemptions from the application of)
     the state securities or blue sky laws or


                                      -12-
<PAGE>   17

     Canadian provincial Securities laws of those jurisdictions designated by
     the Representatives, shall comply with such laws and shall continue such
     qualifications, registrations and exemptions in effect so long as required
     for the distribution of the Common Shares. The Company shall not be
     required to qualify as a foreign corporation or to take any action that
     would subject it to general service of process in any such jurisdiction
     where it is not presently qualified or where it would be subject to
     taxation as a foreign corporation. The Company will advise the
     Representatives promptly of the suspension of the qualification or
     registration of (or any such exemption relating to) the Common Shares for
     offering, sale or trading in any jurisdiction or any initiation or threat
     of any proceeding for any such purpose, and in the event of the issuance of
     any order suspending such qualification, registration or exemption, the
     Company shall use its best efforts to obtain the withdrawal thereof at the
     earliest possible moment.

          (f) Use of Proceeds. The Company shall apply the net proceeds from the
     sale of the Common Shares sold by it substantially in the manner described
     under the caption "Use of Proceeds" in the Prospectus.

          (g) Transfer Agent. The Company shall engage and maintain, at its
     expense, a registrar and transfer agent for the Common Stock.

          (h) Earnings Statement. As soon as practicable, the Company will make
     generally available to its security holders and to the Representatives an
     earnings statement (which need not be audited) covering the twelve-month
     period ending [insert the date of the end of the Company's first quarter
     ending after one year following the "effective date of the Registration
     Statement" (as defined in Rule 158(c) under the Securities Act).] that
     satisfies the provisions of section 11(a) of the Securities Act.

          (i) Periodic Reporting Obligations. During the Prospectus Delivery
     Period the Company shall file, on a timely basis, with the Commission and
     the Nasdaq National Market all reports and documents required to be filed
     under the Exchange Act. Additionally, the Company shall report the use of
     proceeds from the issuance of the Common Shares as may be required under
     Rule 463 under the Securities Act.

          (j) Agreement Not To Offer or Sell Additional Securities. During the
     period of 180 days following the date of the Prospectus, the Company and
     the Principal Stockholder will not, without the prior written consent of
     Banc of America Securities LLC (which consent may be withheld at the sole
     discretion of Banc of America Securities LLC), directly or indirectly,
     sell, offer, contract or grant any option to sell, pledge, transfer or
     establish an open "put equivalent position" within the meaning of Rule
     16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or
     announce the offering of, or file any registration statement under the
     Securities Act in respect of, any shares of Common Stock, options or
     warrants to acquire shares of the Common Stock or securities exchangeable
     or exercisable for or convertible into shares of Common Stock (other than
     as contemplated by this Agreement with respect to the Common Shares);
     provided, however, that the Company may issue shares of its Common Stock or
     options to purchase its Common Stock, or Common Stock upon exercise of
     options, pursuant to any stock option, stock bonus or other stock plan or
     arrangement described in the


                                      -13-
<PAGE>   18

     Prospectus, but only if the holders of such shares, options, or shares
     issued upon exercise of such options, agree in writing not to sell, offer,
     dispose of or otherwise transfer any such shares or options during such 180
     day period without the prior written consent of Banc of America Securities
     LLC (which consent may be withheld at the sole discretion of the Banc of
     America Securities LLC).

          (k) Future Reports to the Representatives. During the period of five
     years hereafter the Company will furnish to the Representatives at 600
     Montgomery Street, San Francisco, CA 94111, Attention: Murray C. Huneke:
     (i) as soon as practicable after the end of each fiscal year, copies of the
     Annual Report of the Company containing the balance sheet of the Company as
     of the close of such fiscal year and statements of income, stockholders'
     equity and cash flows for the year then ended and the opinion thereon of
     the Company's independent public or certified public accountants; (ii) as
     soon as practicable after the filing thereof, copies of each proxy
     statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
     Current Report on Form 8-K or other report filed by the Company with the
     Commission, the NASD or any securities exchange; and (iii) as soon as
     available, copies of any report or communication of the Company mailed
     generally to holders of its capital stock.

     Banc of America Securities LLC, on behalf of the several Underwriters, may,
in its sole discretion, waive in writing the performance by the Company of any
one or more of the foregoing covenants or extend the time for their performance.

     SECTION 4. PAYMENT OF EXPENSES. The Company and the Principal Stockholder
agree to pay all costs, fees and expenses incurred in connection with the
performance of their obligations hereunder and in connection with the
transactions contemplated hereby, including without limitation (a) all expenses
incident to the issuance and delivery of the Common Shares (including all
printing and engraving costs), (b) all fees and expenses of the registrar and
transfer agent of the Common Stock, (c) all necessary issue, transfer and other
stamp taxes in connection with the issuance and sale of the Common Shares to the
Underwriters, (d) all fees and expenses of the Company's counsel, independent
public or certified public accountants and other advisors, (e) all costs and
expenses incurred in connection with the preparation, printing, filing, shipping
and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), each preliminary
prospectus and the Prospectus, and all amendments and supplements thereto, and
this Agreement, (f) all filing fees, attorneys' fees and expenses incurred by
the Company or the Underwriters in connection with qualifying or registering (or
obtaining exemptions from the qualification or registration of) all or any part
of the Common Shares for offer and sale under the state securities or blue sky
laws or the provincial securities laws of Canada, and, if requested by the
Representatives, preparing and printing a "Blue Sky Survey" or memorandum, and
any supplements thereto, advising the Underwriters of such qualifications,
registrations and exemptions, (g) the filing fees incident to, and the
reasonable fees and expenses of counsel for the Underwriters in connection with,
the NASD's review and approval of the Underwriters' participation in the
offering and distribution of the Common Shares, (h) the fees and expenses
associated with including the Common Stock on the Nasdaq National Market, and
(i) all other fees, costs and expenses referred to in Item 13 of Part II of the
Registration Statement. Except as provided in this Section 4, Section 6, Section
8


                                      -14-
<PAGE>   19

and Section 9 hereof, the Underwriters shall pay their own expenses, including
the fees and disbursements of their counsel.

     SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Common
Shares as provided herein on the First Closing Date and, with respect to the
Optional Common Shares, the Second Closing Date, shall be subject to the
accuracy of the representations and warranties on the part of the Company and
the Principal Stockholder set forth in Section 1 hereof as of the date hereof
and as of the First Closing Date as though then made and, with respect to the
Optional Common Shares, as of the Second Closing Date as though then made, to
the timely performance by the Company and the Principal Stockholder of their
respective covenants and other obligations hereunder, and to each of the
following additional conditions:

          (a) Accountants' Comfort Letter. On the date hereof, the
     Representatives shall have received from Arthur Andersen LLP, independent
     public or certified public accountants for the Company, a letter dated the
     date hereof addressed to the Underwriters, in form and substance
     satisfactory to the Representatives, containing statements and information
     of the type ordinarily included in accountant's "comfort letters" to
     underwriters, delivered according to Statement of Auditing Standards No. 72
     (or any successor bulletin), with respect to the audited and unaudited
     financial statements and certain financial information contained in the
     Registration Statement and the Prospectus (and the Representatives shall
     have received an additional [___] conformed copies of such accountants'
     letter for each of the several Underwriters).

          (b) Compliance with Registration Requirements; No Stop Order; No
     Objection from NASD. For the period from and after effectiveness of this
     Agreement and prior to the First Closing Date and, with respect to the
     Optional Common Shares, the Second Closing Date:

               (i) the Company shall have filed the Prospectus with the
          Commission (including the information required by Rule 430A under the
          Securities Act) in the manner and within the time period required by
          Rule 424(b) under the Securities Act; or the Company shall have filed
          a post-effective amendment to the Registration Statement containing
          the information required by such Rule 430A, and such post-effective
          amendment shall have become effective; or, if the Company elected to
          rely upon Rule 434 under the Securities Act and obtained the
          Representatives' consent thereto, the Company shall have filed a Term
          Sheet with the Commission in the manner and within the time period
          required by such Rule 424(b);

               (ii) no stop order suspending the effectiveness of the
          Registration Statement, any Rule 462(b) Registration Statement, or any
          post-effective amendment to the Registration Statement, shall be in
          effect and no proceedings for such purpose shall have been instituted
          or threatened by the Commission; and

               (iii) the NASD shall have raised no objection to the fairness and
          reasonableness of the underwriting terms and arrangements.

                                      -15-
<PAGE>   20

          (c) No Material Adverse Change or Ratings Agency Change. For the
     period from and after the date of this Agreement and prior to the First
     Closing Date and, with respect to the Optional Common Shares, the Second
     Closing Date:

               (i) in the judgment of the Representatives there shall not have
          occurred any Material Adverse Change; and

               (ii) there shall not have occurred any downgrading, nor shall any
          notice have been given of any intended or potential downgrading or of
          any review for a possible change that does not indicate the direction
          of the possible change, in the rating accorded any securities of the
          Principal Stockholder or any of its subsidiaries by any "nationally
          recognized statistical rating organization" as such term is defined
          for purposes of Rule 436(g)(2) under the Securities Act.

          (d) Opinion of Counsel for the Company. On each of the First Closing
     Date and the Second Closing Date the Representatives shall have received
     the favorable opinion of O'Connor, Cavanagh, Anderson, Killingsworth &
     Beshears, P.A., counsel for the Company, dated as of such Closing Date, the
     form of which is attached as Exhibit A (and the Representatives shall have
     received an additional [___] conformed copies of such counsel's legal
     opinion for each of the several Underwriters).

          (e) Opinion of Counsel for the Underwriters. On each of the First
     Closing Date and the Second Closing Date the Representatives shall have
     received the favorable opinion of Pillsbury Madison & Sutro LLP, counsel
     for the Underwriters, dated as of such Closing Date, with respect to the
     matters set forth in paragraphs (i), (vii) (with respect to subparagraph
     (A) only, (viii), (ix), (x), (xi), (xii) and (xiii) (with respect to the
     captions "Description of Capital Stock" and "Underwriting" under
     subparagraph (A) only), and the next-to-last paragraph of Exhibit A (and
     the Representatives shall have received an additional [___] conformed
     copies of such counsel's legal opinion for each of the several
     Underwriters).

          (f) Officers' Certificate. On each of the First Closing Date and the
     Second Closing Date the Representatives shall have received a written
     certificate executed by the Chairman of the Board, Chief Executive Officer
     or President of the Company and the Principal Stockholder and the Chief
     Financial Officer or Chief Accounting Officer of the Company and the
     Principal Stockholder, dated as of such Closing Date, to the effect set
     forth in subsections (b)(ii) and (c)(ii) of this Section 5, and further to
     the effect that:

               (i) for the period from and after the date of this Agreement and
          prior to such Closing Date, there has not occurred any Material
          Adverse Change;

               (ii) the representations, warranties and covenants of the Company
          and the Principal Stockholder set forth in Section 1 of this Agreement
          are true and correct with the same force and effect as though
          expressly made on and as of such Closing Date; and

                                      -16-
<PAGE>   21

               (iii) the Company and the Principal Stockholder have complied
          with all the agreements hereunder and satisfied all the conditions on
          their respective parts to be performed or satisfied hereunder at or
          prior to such Closing Date.

          (g) Bring-down Comfort Letter. On each of the First Closing Date and
     the Second Closing Date the Representatives shall have received from Arthur
     Andersen LLP, independent public or certified public accountants for the
     Company, a letter dated such date, in form and substance satisfactory to
     the Representatives, to the effect that they reaffirm the statements made
     in the letter furnished by them pursuant to subsection (a) of this Section
     5, except that the specified date referred to therein for the carrying out
     of procedures shall be no more than three business days prior to the First
     Closing Date or Second Closing Date, as the case may be (and the
     Representatives shall have received an additional [___] conformed copies of
     such accountants' letter for each of the several Underwriters).

          (h) Lock-Up Agreement from Certain Securityholders of the Company . On
     the date hereof, the Company shall have furnished to the Representatives an
     agreement in the form of Exhibit B hereto from each director, officer and
     each beneficial owner of Common Stock (as defined and determined according
     to Rule 13d-3 under the Exchange Act, except that a one hundred eighty day
     period shall be used rather than the sixty day period set forth therein),
     and such agreement shall be in full force and effect on each of the First
     Closing Date and the Second Closing Date.

          (i) Additional Documents. On or before each of the First Closing Date
     and the Second Closing Date, the Representatives and counsel for the
     Underwriters shall have received such information, documents and opinions
     as they may reasonably require for the purposes of enabling them to pass
     upon the issuance and sale of the Common Shares as contemplated herein, or
     in order to evidence the accuracy of any of the representations and
     warranties, or the satisfaction of any of the conditions or agreements,
     herein contained.

         If any condition specified in this Section 5 is not satisfied when and
as required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company and the Principal Stockholder at any
time on or prior to the First Closing Date and, with respect to the Optional
Common Shares, at any time prior to the Second Closing Date, which termination
shall be without liability on the part of any party to any other party, except
that Section 4, Section 6, Section 8 and Section 9 shall at all times be
effective and shall survive such termination.

     SECTION 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If this Agreement is
terminated by the Representatives pursuant to Section 5, Section 7, Section 10
or Section 11, or if the sale to the Underwriters of the Common Shares on the
First Closing Date is not consummated because of any refusal, inability or
failure on the part of the Company to perform any agreement herein or to comply
with any provision hereof, the Company and the Principal Stockholder jointly and
severally agree to reimburse the Representatives and the other Underwriters (or
such Underwriters as have terminated this Agreement with respect to themselves),
severally, upon demand for all out-of-pocket expenses that shall have been
reasonably incurred by the


                                      -17-
<PAGE>   22

Representatives and the Underwriters in connection with the proposed purchase
and the offering and sale of the Common Shares, including but not limited to
fees and disbursements of counsel, printing expenses, travel expenses, postage,
facsimile and telephone charges.

     SECTION 7. EFFECTIVENESS OF THIS AGREEMENT. This Agreement shall not become
effective until the later of (a) the execution of this Agreement by the parties
hereto and (b) notification by the Commission to the Company and the
Representatives of the effectiveness of the Registration Statement under the
Securities Act.

         Prior to such effectiveness, this Agreement may be terminated by any
party by notice to each of the other parties hereto, and any such termination
shall be without liability on the part of (a) the Company or the Principal
Stockholder to any Underwriter, except that the Company and the Principal
Stockholder shall be obligated to reimburse the expenses of the Representatives
and the Underwriters pursuant to Sections 4 and 6 hereof, (b) of any Underwriter
to the Company or the Principal Stockholder, or (c) of any party hereto to any
other party except that the provisions of Section 8 and Section 9 shall at all
times be effective and shall survive such termination.

     SECTION 8. INDEMNIFICATION.

          (a) Indemnification of the Underwriters. The Company and the Principal
     Stockholder, jointly and severally, agree to indemnify and hold harmless
     each Underwriter, its officers and employees, and each person, if any, who
     controls any Underwriter within the meaning of the Securities Act and the
     Exchange Act against any loss, claim, damage, liability or expense, as
     incurred, to which such Underwriter or such controlling person may become
     subject, under the Securities Act, the Exchange Act or other federal or
     state statutory law or regulation, or at common law or otherwise (including
     in settlement of any litigation, if such settlement is effected with the
     written consent of the Company), insofar as such loss, claim, damage,
     liability or expense (or actions in respect thereof as contemplated below)
     arises out of or is based (i) upon any untrue statement or alleged untrue
     statement of a material fact contained in the Registration Statement, or
     any amendment thereto, including any information deemed to be a part
     thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the
     omission or alleged omission therefrom of a material fact required to be
     stated therein or necessary to make the statements therein not misleading;
     or (ii) upon any untrue statement or alleged untrue statement of a material
     fact contained in any preliminary prospectus or the Prospectus (or any
     amendment or supplement thereto), or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading; or (iii) in whole or in part upon any inaccuracy in the
     representations and warranties of the Company or the Principal Stockholder
     contained herein; or (iv) in whole or in part upon any failure of the
     Company or the Principal Stockholder to perform their respective
     obligations hereunder or under law; or (v) any act or failure to act or any
     alleged act or failure to act by any Underwriter in connection with, or
     relating in any manner to, the Common Stock or the offering contemplated
     hereby, and which is included as part of or referred to in any loss, claim,
     damage, liability or action arising out of or based upon any matter covered
     by clause (i) or (ii) above, provided that the Company and the Principal
     Stockholder shall not be liable under this clause (v) to the extent that a
     court of competent


                                      -18-
<PAGE>   23

     jurisdiction shall have determined by a final judgment that such loss,
     claim, damage, liability or action resulted directly from any such acts or
     failures to act undertaken or omitted to be taken by such Underwriter
     through its bad faith or willful misconduct; and to reimburse each
     Underwriter and each such controlling person for any and all expenses
     (including the fees and disbursements of counsel chosen by Banc of America
     Securities LLC) as such expenses are reasonably incurred by such
     Underwriter or such controlling person in connection with investigating,
     defending, settling, compromising or paying any such loss, claim, damage,
     liability, expense or action; provided, however, that the foregoing
     indemnity agreement shall not apply to any loss, claim, damage, liability
     or expense to the extent, but only to the extent, arising out of or based
     upon any untrue statement or alleged untrue statement or omission or
     alleged omission made in reliance upon and in conformity with written
     information furnished to the Company by the Representatives expressly for
     use in the Registration Statement, any preliminary prospectus or the
     Prospectus (or any amendment or supplement thereto); and provided, further,
     that with respect to any preliminary prospectus, the foregoing indemnity
     agreement shall not inure to the benefit of any Underwriter from whom the
     person asserting any loss, claim, damage, liability or expense purchased
     Common Shares, or any person controlling such Underwriter, if copies of the
     Prospectus were timely delivered to the Underwriter pursuant to Section 2
     and a copy of the Prospectus (as then amended or supplemented if the
     Company shall have furnished any amendments or supplements thereto) was not
     sent or given by or on behalf of such Underwriter to such person, if
     required by law so to have been delivered, at or prior to the written
     confirmation of the sale of the Common Shares to such person, and if the
     Prospectus (as so amended or supplemented) would have cured the defect
     giving rise to such loss, claim, damage, liability or expense. The
     indemnity agreement set forth in this Section 8(a) shall be in addition to
     any liabilities that the Company and the Principal Stockholder may
     otherwise have.

          (b) Indemnification of the Company, its Directors and Officers and the
     Principal Stockholder. Each Underwriter agrees, severally and not jointly,
     to indemnify and hold harmless the Company, each of its directors, each of
     its officers who signed the Registration Statement, the Principal
     Stockholder and each person, if any, who controls the Company within the
     meaning of the Securities Act or the Exchange Act, against any loss, claim,
     damage, liability or expense, as incurred, to which the Company, the
     Principal Stockholder, or any such director, officer or controlling person
     may become subject, under the Securities Act, the Exchange Act, or other
     federal or state statutory law or regulation, or at common law or otherwise
     (including in settlement of any litigation, if such settlement is effected
     with the written consent of such Underwriter), insofar as such loss, claim,
     damage, liability or expense (or actions in respect thereof as contemplated
     below) arises out of or is based upon any untrue or alleged untrue
     statement of a material fact contained in the Registration Statement, any
     preliminary prospectus or the Prospectus (or any amendment or supplement
     thereto), or arises out of or is 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 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 the
     Registration Statement, any preliminary prospectus, the Prospectus (or any
     amendment or supplement thereto), in reliance upon


                                      -19-
<PAGE>   24

     and in conformity with written information furnished to the Company by the
     Representatives expressly for use therein; and to reimburse the Company,
     the Principal Stockholder, or any such director, officer or controlling
     person for any legal and other expense reasonably incurred by the Company,
     the Principal Stockholder, or any such director, officer or controlling
     person in connection with investigating, defending, settling, compromising
     or paying any such loss, claim, damage, liability, expense or action. The
     Company and the Principal Stockholder hereby acknowledge that the only
     information that the Underwriters have furnished to the Company and the
     Principal Stockholder expressly for use in the Registration Statement, any
     preliminary prospectus or the Prospectus (or any amendment or supplement
     thereto) are the statements set forth (A) as the last [two] paragraphs on
     the inside front cover page of the Prospectus concerning stabilization by
     the Underwriters and (B) in the table in the first paragraph and as the
     second paragraph [second and [discretionary accounts] paragraphs] under the
     caption "Underwriting" in the Prospectus; and the Underwriters confirm that
     such statements are correct. The indemnity agreement set forth in this
     Section 8(b) shall be in addition to any liabilities that each Underwriter
     may otherwise have.

          (c) Notifications and Other Indemnification Procedures. Promptly after
     receipt by an indemnified party under this Section 8 of notice of the
     commencement of any action, such indemnified party will, if a claim in
     respect thereof is to be made against an indemnifying party under this
     Section 8, notify the indemnifying party in writing of the commencement
     thereof, but the omission so to notify the indemnifying party will not
     relieve it from any liability which it may have to any indemnified party
     for contribution or otherwise than under the indemnity agreement contained
     in this Section 8 or to the extent it is not prejudiced as a proximate
     result of such failure. In case any such action is brought against any
     indemnified party and such indemnified party seeks or intends to seek
     indemnity from an indemnifying party, the indemnifying party will be
     entitled to participate in, and, to the extent that it shall elect, jointly
     with all other indemnifying parties similarly notified, by written notice
     delivered to the indemnified party promptly after receiving the aforesaid
     notice from such indemnified party, to assume the defense thereof with
     counsel reasonably satisfactory to such indemnified party; provided,
     however, if the defendants in any such action include both the indemnified
     party and the indemnifying party and the indemnified party shall have
     reasonably concluded that a conflict may arise between the positions of the
     indemnifying party and the indemnified party in conducting the defense of
     any such action or that there may be legal defenses available to it and/or
     other indemnified parties which are different from or additional to those
     available to the indemnifying party, the indemnified party or parties shall
     have the right to select separate counsel to assume such legal defenses and
     to otherwise participate in the defense of such action on behalf of such
     indemnified party or parties. Upon receipt of notice from the indemnifying
     party to such indemnified party of such indemnifying party's election so to
     assume the defense of such action and approval by the indemnified party of
     counsel, the indemnifying party will not be liable to such indemnified
     party under this Section 8 for any legal or other expenses subsequently
     incurred by such indemnified party in connection with the defense thereof
     unless (i) the indemnified party shall have employed separate counsel in
     accordance with the proviso to the next preceding sentence (it being
     understood, however, that the indemnifying party shall not be liable for
     the expenses of more than one separate counsel (together with local


                                      -20-
<PAGE>   25

     counsel), approved by the indemnifying party (Banc of America Securities
     LLC in the case of Section 8(b) and Section 9), representing the
     indemnified parties who are parties to such action) or (ii) the
     indemnifying party shall not have employed counsel satisfactory to the
     indemnified party to represent the indemnified party within a reasonable
     time after notice of commencement of the action, in each of which cases the
     fees and expenses of counsel shall be at the expense of the indemnifying
     party.

          (d) Settlements. The indemnifying party under this Section 8 shall not
     be liable for any settlement of any proceeding effected without its written
     consent, but if settled with such consent or if there be a final judgment
     for the plaintiff, the indemnifying party agrees to indemnify the
     indemnified party against any loss, claim, damage, liability or expense by
     reason of such settlement or judgment. Notwithstanding the foregoing
     sentence, if at any time an indemnified party shall have requested an
     indemnifying party to reimburse the indemnified party for fees and expenses
     of counsel as contemplated by Section 8(c) hereof, the indemnifying party
     agrees that it shall be liable for any settlement of any proceeding
     effected without its written consent if (i) such settlement is entered into
     more than 30 days after receipt by such indemnifying party of the aforesaid
     request and (ii) such indemnifying party shall not have reimbursed the
     indemnified party in accordance with such request prior to the date of such
     settlement. No indemnifying party shall, without the prior written consent
     of the indemnified party, effect any settlement, compromise or consent to
     the entry of judgment in any pending or threatened action, suit or
     proceeding in respect of which any indemnified party is or could have been
     a party and indemnity was or could have been sought hereunder by such
     indemnified party, unless such settlement, compromise or consent includes
     an unconditional release of such indemnified party from all liability on
     claims that are the subject matter of such action, suit or proceeding.

     SECTION 9. CONTRIBUTION. If the indemnification provided for in Section 8
is for any reason held to be unavailable to or otherwise insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount paid or payable by such indemnified party, as
incurred, as a result of any losses, claims, damages, liabilities or expenses
referred to therein (a) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Principal Stockholder, on the
one hand, and the Underwriters, on the other hand, from the offering of the
Common Shares pursuant to this Agreement or (b) if the allocation provided by
clause (a) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (a)
above but also the relative fault of the Company and the Principal Stockholder,
on the one hand, and the Underwriters, on the other hand, in connection with the
statements or omissions or inaccuracies in the representations and warranties
herein which resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Principal Stockholder, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the Common
Shares pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Common Shares
pursuant to this Agreement (before deducting expenses) received by the Company,
and the total underwriting discount received by the Underwriters, in each case
as set forth on the front cover page of the Prospectus (or, if Rule 434


                                      -21-
<PAGE>   26

under the Securities Act is used, the corresponding location on the Term Sheet)
bear to the aggregate initial public offering price of the Common Shares as set
forth on such cover. The relative fault of the Company and the Principal
Stockholder, on the one hand, and the Underwriters, on the other hand, shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact or any such inaccurate or alleged inaccurate
representation or warranty relates to information supplied by the Company or the
Principal Stockholder, on the one hand, or the Underwriters, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8(c), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in Section 8(c) with
respect to notice of commencement of any action shall apply if a claim for
contribution is to be made under this Section 9; provided, however, that no
additional notice shall be required with respect to any action for which notice
has been given under Section 8(c) for purposes of indemnification.

     The Company, the Principal Stockholder and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 9 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 in this Section 9.

     Notwithstanding the provisions of this Section 9, no Underwriter shall be
required to contribute any amount in excess of the underwriting commissions
received by such Underwriter in connection with the Common Shares underwritten
by it and distributed to the public. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 9 are several, and not joint, in proportion to their
respective underwriting commitments as set forth opposite their names in
Schedule A. For purposes of this Section 9, each officer and employee of an
Underwriter and each person, if any, who controls an Underwriter within the
meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each officer
of the Company who signed the Registration Statement, and each person, if any,
who controls the Company with the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as the Company.

     SECTION 10. DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS. If, on the
First Closing Date or the Second Closing Date, as the case may be, any one or
more of the several Underwriters shall fail or refuse to purchase Common Shares
that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Common Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase does not exceed 10% of the
aggregate number of the Common Shares to be purchased on such date, the other
Underwriters shall be obligated, severally, in the proportions that the number
of Firm Common


                                      -22-
<PAGE>   27

Shares set forth opposite their respective names on Schedule A bears to the
aggregate number of Firm Common Shares set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as may be specified by
the Representatives with the consent of the non-defaulting Underwriters, to
purchase the Common Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date. If, on the First Closing
Date or the Second Closing Date, as the case may be, any one or more of the
Underwriters shall fail or refuse to purchase Common Shares and the aggregate
number of Common Shares with respect to which such default occurs exceeds 10% of
the aggregate number of Common Shares to be purchased on such date, and
arrangements satisfactory to the Representatives and the Company for the
purchase of such Common Shares are not made within 48 hours after such default,
this Agreement shall terminate without liability of any party to any other party
except that the provisions of Section 4, Section 6, Section 8 and Section 9
shall at all times be effective and shall survive such termination. In any such
case either the Representatives or the Company shall have the right to postpone
the First Closing Date or the Second Closing Date, as the case may be, but in no
event for longer than seven days in order that the required changes, if any, to
the Registration Statement and the Prospectus or any other documents or
arrangements may be effected.

     As used in this Agreement, the term "Underwriter" shall be deemed to
include any person substituted for a defaulting Underwriter under this Section
10. Any action taken under this Section 10 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.


     SECTION 11.TERMINATION OF THIS AGREEMENT. Prior to the First Closing Date
this Agreement may be terminated by the Representatives by notice given to the
Company and the Principal Stockholder if at any time (a) trading or quotation in
any of the Company's securities shall have been suspended or limited by the
Commission or by the Nasdaq National Market, or trading in securities generally
on either the Nasdaq Stock Market or the New York Stock Exchange shall have been
suspended or limited, or minimum or maximum prices shall have been generally
established on any of such stock exchanges by the Commission or the NASD; (b) a
general banking moratorium shall have been declared by any of federal, New York
or California authorities; (c) there shall have occurred any outbreak or
escalation of national or international hostilities or any crisis or calamity,
or any change in the United States or international financial markets, or any
substantial change or development involving a prospective substantial change in
United States' or international political, financial or economic conditions, as
in the judgment of the Representatives is material and adverse and makes it
impracticable to market the Common Shares in the manner and on the terms
described in the Prospectus or to enforce contracts for the sale of securities;
(d) in the judgment of the Representatives there shall have occurred any
Material Adverse Change; or (e) the Company or the Principal Stockholder shall
have sustained a loss by strike, fire, flood, earthquake, accident or other
calamity of such character as in the judgment of the Representatives may
interfere materially with the conduct of the business and operations of the
Company regardless of whether or not such loss shall have been insured. Any
termination pursuant to this Section 11 shall be without liability on the part
of (i) the Company or the Principal Stockholder to any Underwriter, except that
the Company and the Principal Stockholder shall be obligated to reimburse the
expenses of the Representatives and the Underwriters pursuant to Sections 4 and
6 hereof, (ii) any Underwriter to the Company, or (iii) of


                                      -23-
<PAGE>   28

any party hereto to any other party except that the provisions of Section 8 and
Section 9 shall at all times be effective and shall survive such termination.

     SECTION 12.REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers, of the Principal Stockholder and of
the several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter or the Company or any of its or their partners,
officers or directors or any controlling person, or the Principal Stockholder,
as the case may be, and will survive delivery of and payment for the Common
Shares sold hereunder and any termination of this Agreement.

     SECTION 13.NOTICES. All communications hereunder shall be in writing and
shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:

If to the Representative:

         Banc of America Securities LLC
         600 Montgomery Street
         San Francisco, California 94111
         Facsimile:  (415) 913-5558
         Attention:  Richard A. Smith

with a copy to:

         Banc of America Securities LLC
         600 Montgomery Street
         San Francisco, California 94111
         Facsimile:  (415) 913-5553
         Attention:  Jeffrey R. Lapic, Esq.

If to the Company or the Principal Stockholder:

         goracing.com, inc.
         4707 East Baseline Road
         Phoenix, Arizona 85040
         Facsimile:  (602) 337-3825
         Attention:  Christopher S. Besing


Any party hereto may change the address for receipt of communications by giving
written notice to the others.

     SECTION 14.SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Underwriters pursuant
to Section 10 hereof, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 8 and Section 9, and in
each case their respective successors and no other person will


                                      -24-
<PAGE>   29

have any right or obligation hereunder. The term "successors" shall not include
any purchaser of the Common Shares as such from any of the Underwriters merely
by reason of such purchase.

     SECTION 15.PARTIAL UNENFORCEABILITY

     The invalidity or unenforceability of any Section, paragraph or provision
of this Agreement shall not affect the validity or enforceability of any other
Section, paragraph or provision hereof. If any Section, paragraph or provision
of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.

     SECTION 16. GOVERNING LAW.

          (a) Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND
     CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
     APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

          (b) Consent to Jurisdiction. Any legal suit, action or proceeding
     arising out of or based upon this Agreement or the transactions
     contemplated hereby ("Related Proceedings") may be instituted in the
     federal courts of the United States of America located in the City and
     County of San Francisco or the courts of the State of California in each
     case located in the City and County of San Francisco (collectively, the
     "Specified Courts"), and each party irrevocably submits to the exclusive
     jurisdiction (except for proceedings instituted in regard to the
     enforcement of a judgment of any such court (a "Related Judgment"), as to
     which such jurisdiction is non-exclusive) of such courts in any such suit,
     action or proceeding. Service of any process, summons, notice or document
     by mail to such party's address set forth above shall be effective service
     of process for any suit, action or other proceeding brought in any such
     court. The parties irrevocably and unconditionally waive any objection to
     the laying of venue of any suit, action or other proceeding in the
     Specified Courts and irrevocably and unconditionally waive and agree not to
     plead or claim in any such court that any such suit, action or other
     proceeding brought in any such court has been brought in an inconvenient
     forum.

          (c) Waiver of Immunity. With respect to any Related Proceeding, each
     party irrevocably waives, to the fullest extent permitted by applicable
     law, all immunity (whether on the basis of sovereignty or otherwise) from
     jurisdiction, service of process, attachment (both before and after
     judgment) and execution to which it might otherwise be entitled in the
     Specified Courts, and with respect to any Related Judgment, each party
     waives any such immunity in the Specified Courts or any other court of
     competent jurisdiction, and will not raise or claim or cause to be pleaded
     any such immunity at or in respect of any such Related Proceeding or
     Related Judgment, including, without limitation, any immunity pursuant to
     the United States Foreign Sovereign Immunities Act of 1976, as amended.

     SECTION 17.GENERAL PROVISIONS. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral


                                      -25-
<PAGE>   30

agreements, understandings and negotiations with respect to the subject matter
hereof. This Agreement may be executed in two or more counterparts, each one of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement may not be amended or
modified unless in writing by all of the parties hereto, and no condition herein
(express or implied) may be waived unless waived in writing by each party whom
the condition is meant to benefit. The Table of Contents and the Section
headings herein are for the convenience of the parties only and shall not affect
the construction or interpretation of this Agreement.

     Each of the parties hereto acknowledges that it is a sophisticated business
person who was adequately represented by counsel during negotiations regarding
the provisions hereof, including, without limitation, the indemnification
provisions of Section 8 and the contribution provisions of Section 9, and is
fully informed regarding said provisions. Each of the parties hereto further
acknowledges that the provisions of Sections 8 and 9 hereto fairly allocate the
risks in light of the ability of the parties to investigate the Company, its
affairs and its business in order to assure that adequate disclosure has been
made in the Registration Statement, any preliminary prospectus and the
Prospectus (and any amendments and supplements thereto), as required by the
Securities Act and the Exchange Act.

     If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company the enclosed copies hereof, whereupon this
instrument, along with all counterparts hereof, shall become a binding agreement
in accordance with its terms.

                                Very truly yours,

                                GORACING.COM, INC.



                                By
                                  -------------------------------------
                                Title
                                      ---------------------------------

                                ACTION PERFORMANCE COMPANIES, INC.


                                By
                                  -------------------------------------
                                Title
                                      ---------------------------------


                                      -26-
<PAGE>   31



         The foregoing Underwriting Agreement is hereby confirmed and accepted
by the Representatives in San Francisco, California as of the date first above
written.

BANC OF AMERICA SECURITIES LLC
WILLIAM BLAIR & COMPANY LLC
U.S. BANCORP PIPER JAFFRAY INC.
J. C. BRADFORD & CO.

Acting as Representatives of the
several Underwriters named in
the attached Schedule A.

By BANC OF AMERICA SECURITIES LLC



By
  ------------------------------------


                                      -27-
<PAGE>   32

                                   SCHEDULE A

<TABLE>
<CAPTION>

                                                                  Number of Firm
                                                                   Common Shares
                      Underwriters                               to be Purchased
------------------------------------------------------------  ------------------
<S>                                                           <C>
Banc of America Securities LLC..............................          [___]
William Blair & Company LLC.................................          [___]
U.S. Bancorp Piper Jaffray Inc..............................          [___]
J. C. Bradford & Co.........................................          [___]

Total.......................................................          [___]
</TABLE>



                                      SA-1
<PAGE>   33


                                    EXHIBIT A


     The final opinion in draft form should be attached as Exhibit A at the time
this Agreement is executed.

     Opinion of counsel for the Company to be delivered pursuant to Section 5(d)
of the Underwriting Agreement.

     References to the Prospectus in this Exhibit A include any supplements
thereto at the Closing Date.

          (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.

          (ii) The Company has corporate power and authority to own, lease and
     operate its properties and to conduct its business as described in the
     Prospectus and to enter into and perform its obligations under the
     Underwriting Agreement.

          (iii) The Company is duly qualified as a foreign corporation to
     transact business and is in good standing in the State of Arizona and in
     each other jurisdiction in which such qualification is required, whether by
     reason of the ownership or leasing of property or the conduct of business,
     except for such jurisdictions (other than the State of Arizona) where the
     failure to so qualify or to be in good standing would not, individually or
     in the aggregate, result in a Material Adverse Change.

          (iv) Each significant subsidiary of the Company (as defined in Rule
     405 under the Securities Act) has been either duly incorporated and is
     validly existing as a corporation or duly organized and is validly existing
     as a limited liability company, as applicable, in good standing under the
     laws of the jurisdiction of its incorporation or organization, has
     corporate or organizational power and authority, as applicable, to own,
     lease and operate its properties and to conduct its business as described
     in the Prospectus and, to the best knowledge of such counsel, is duly
     qualified as a foreign corporation or foreign limited liability company to
     transact business and is in good standing in each jurisdiction in which
     such qualification is required, whether by reason of the ownership or
     leasing of property or the conduct of business, except for such
     jurisdictions where the failure to so qualify or to be in good standing
     would not, individually or in the aggregate, result in a Material Adverse
     Change.

          (v) All of the issued and outstanding capital stock of each such
     significant subsidiary of the Company has been duly authorized and validly
     issued, is fully paid and nonassessable and is owned by the Company,
     directly or through subsidiaries, free and clear of any security interest
     or pledge or, to the best knowledge of such counsel, any pending or
     threatened claim.

          (vi) The authorized, issued and outstanding capital stock of the
     Company (including the Common Stock) conform in all material respects to
     the descriptions thereof set forth in the Prospectus. All of the
     outstanding shares of Common Stock (including


                                      A-1
<PAGE>   34

     the shares of Class B Common Stock owned by Principal Stockholder) have
     been duly authorized and validly issued, are fully paid and nonassessable
     and, to the best of such counsel's knowledge, have been issued in
     compliance with the registration and qualification requirements, or an
     exemption therefrom, of federal and state securities laws. The form of
     certificate used to evidence the Common Stock is in due and proper form and
     complies with all applicable requirements of the charter and bylaws of the
     Company and the General Corporation Law of the State of Delaware. The
     description of the Company's stock option, stock bonus and other stock
     plans or arrangements, and the options or other rights granted and
     exercised thereunder, set forth in the Prospectus accurately and fairly
     presents in all material respects the information required to be shown with
     respect to such plans, arrangements, options and rights.

          (vii) Except as described in the Prospectus, no stockholder of the
     Company or any other person has any preemptive right, right of first
     refusal or other similar right to subscribe for or purchase securities of
     the Company arising (A) by operation of the charter or bylaws of the
     Company or the General Corporation Law of the State of Delaware or (B) to
     the best knowledge of such counsel, otherwise.

          (viii) The Underwriting Agreement has been duly authorized, executed
     and delivered by, and, assuming New York and Arizona law are the same, is a
     valid and binding agreement of, the Company and the Principal Stockholder,
     enforceable in accordance with its terms, except as rights to
     indemnification thereunder may be limited by applicable law and except as
     the enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium or other similar laws relating to or affecting
     creditors' rights generally or by general equitable principles.

          (ix) The Common Shares to be purchased by the Underwriters from the
     Company have been duly authorized for issuance and sale pursuant to the
     Underwriting Agreement and, when issued and delivered by the Company
     pursuant to the Underwriting Agreement against payment of the consideration
     set forth therein, will be validly issued, fully paid and nonassessable.

          (x) [Each of] The Registration Statement and the Rule 462(b)
     Registration Statement, if any, has been declared effective by the
     Commission under the Securities Act. To the best knowledge of such counsel,
     no stop order suspending the effectiveness of either of the Registration
     Statement or the Rule 462(b) Registration Statement, if any, has been
     issued under the Securities Act and no proceedings for such purpose have
     been instituted or are pending or threatened by the Commission. Any
     required filing of the Prospectus and any supplement thereto pursuant to
     Rule 424(b) under the Securities Act has been made in the manner and within
     the time period required by such Rule 424(b).

          (xi) The Registration Statement, including any Rule 462(b)
     Registration Statement, the Prospectus, and each amendment or supplement to
     the Registration Statement and the Prospectus, as of their respective
     effective or issue dates (other than the financial statements and
     supporting schedules included therein or in exhibits to or excluded from
     the Registration Statement and financial and statistical matters contained
     in the


                                       A-2
<PAGE>   35

     Registration Statement, as to which no opinion need be rendered) comply as
     to form in all material respects with the applicable requirements of the
     Securities Act.

          (xii) The Common Shares have been approved for quotation on the Nasdaq
     National Market.

          (xiii) The statements (A) in the Prospectus under the captions "Risk
     Factors -- "We face risks associated with our intellectual property,"
     "Description of Capital Stock," ["Management's Discussion and Analysis and
     Results of Operations -- Liquidity,"] "Business -- Licenses," "Business --
     Intellectual Property," "Certain Relationships and Transactions," "Shares
     Eligible for Future Sale," and "Transactions with Action Performance
     Companies, Inc." and (B) in Item 14 and Item 15 of the Registration
     Statement, insofar as such statements constitute matters of law, summaries
     of legal matters, the Company's charter or bylaw provisions, documents or
     legal proceedings, or legal conclusions, has been reviewed by such counsel
     and fairly present and summarize, in all material respects, the matters
     referred to therein.

          (xiv) To the best knowledge of such counsel, there are no legal or
     governmental actions, suits or proceedings pending or threatened against
     the Company which are required to be disclosed in the Registration
     Statement, other than those disclosed therein.

          (xv) To the best knowledge of such counsel, there are no Existing
     Instruments required to be described or referred to in the Registration
     Statement or to be filed as exhibits thereto other than those described or
     referred to therein or filed or incorporated by reference as exhibits
     thereto; and the descriptions thereof and references thereto are correct in
     all material respects.

          (xvi) No consent, approval, authorization or other order of, or
     registration or filing with, any court or other governmental authority or
     agency, is required for the Company's and the Principal Stockholder's
     execution, delivery and performance of the Underwriting Agreement and
     consummation of the transactions contemplated thereby and by the
     Prospectus, except as required under the Securities Act, applicable state
     securities or blue sky laws and from the NASD.

          (xvii) The execution and delivery of the Underwriting Agreement by the
     Company and the Principal Stockholder and the performance by the Company
     and the Principal Stockholder of their respective obligations thereunder
     (other than performance by the Company and the Principal Stockholder of
     their respective indemnification obligations under the Underwriting
     Agreement, as to which no opinion need be rendered) (A) have been duly
     authorized by all necessary corporate action on the part of the Company and
     the Principal Stockholder; (B) will not result in any violation of the
     provisions of the charter or bylaws of the Company or the Principal
     Stockholder or any subsidiary; (C) to the best knowledge of such counsel,
     will not constitute a breach of, or Default under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any property
     or assets of the Company or any of its subsidiaries pursuant to any
     material Existing Instrument; or (D) to the best knowledge of such counsel,
     will not result


                                      A-3
<PAGE>   36

     in any violation of any law, administrative regulation or administrative or
     court decree applicable to the Company or any subsidiary.

          (xviii) The Company is not, and after receipt of payment for the
     Common Shares will not be, an "investment company" within the meaning of
     Investment Company Act.

          (xix) Except as disclosed in the Prospectus to the best knowledge of
     such counsel, there are no persons with registration or other similar
     rights to have any equity or debt securities registered for sale under the
     Registration Statement or included in the offering contemplated by the
     Underwriting Agreement, except for such rights as have been duly waived.

          (xx) To the best knowledge of such counsel, neither the Company nor
     any subsidiary is in violation of its charter or bylaws or operating
     agreements, as applicable, or any law, administrative regulation or
     administrative or court decree applicable to the Company or any subsidiary
     or is in Default in the performance or observance of any obligation,
     agreement, covenant or condition contained in any material Existing
     Instrument, except in each such case for such violations or Defaults as
     would not, individually or in the aggregate, result in a Material Adverse
     Change.

     In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company,
representatives of the independent public or certified public accountants for
the Company and with representatives of the Underwriters at which the contents
of the Registration Statement and the Prospectus, and any supplements or
amendments thereto, and related matters were discussed and, although such
counsel is not passing upon and does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus (other than as specified above), and
any supplements or amendments thereto, on the basis of the foregoing, nothing
has come to their attention which would lead them to believe that either the
Registration Statement or any amendments thereto, at the time the Registration
Statement or such amendments became effective, contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus, as of its date or at the First Closing Date or the Second Closing
Date, as the case may be, contained 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, not
misleading (it being understood that such counsel need express no belief as to
the financial statements or schedules or other financial or statistical data
derived therefrom, included in the Registration Statement or the Prospectus or
any amendments or supplements thereto).

     In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the General
Corporation Law of the State of Delaware, the Law of the State of Arizona or the
federal law of the United States, to the extent they deem proper and specified
in such opinion, upon the opinion (which shall be dated the First Closing Date
or the Second Closing Date, as the case may be, shall be satisfactory in form
and substance to the Underwriters, shall expressly state that the Underwriters
may rely on such opinion as if it were addressed to them and shall be furnished
to the Representative) of other


                                      A-4
<PAGE>   37

counsel of good standing whom they believe to be reliable and who are
satisfactory to counsel for the Underwriters; provided, however, that such
counsel shall further state that they believe that they and the Underwriters are
justified in relying upon such opinion of other counsel, and (B) as to matters
of fact, to the extent they deem proper, on certificates of responsible officers
of the Company and public officials.




                                      A-5
<PAGE>   38



                                    EXHIBIT B


June __, 1999



Banc of America Securities LLC
William Blair & Company LLC
U.S. Bancorp Piper Jaffray Inc.
J. C. Bradford & Co.
As Representatives of the Several Underwriters
c/o Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111

     Re: goracing.com, inc. (the "Company")

Ladies & Gentlemen:

     The undersigned is an owner of record or beneficially of certain shares of
Class A Common Stock of the Company ("Common Stock") or securities convertible
into or exchangeable or exercisable for Common Stock. The Company proposes to
carry out a public offering of Common Stock (the "Offering") for which you will
act as the Representatives of the underwriters. The undersigned recognizes that
the Offering will be of benefit to the undersigned and will benefit the Company
by, among other things, raising additional capital for its operations. The
undersigned acknowledges that you and the other underwriters are relying on the
representations and agreements of the undersigned contained in this letter in
carrying out the Offering and in entering into underwriting arrangements with
the Company with respect to the Offering.

     In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of Banc of America
Securities LLC (which consent may be withheld in its sole discretion), directly
or indirectly, sell, offer, contract or grant any option to sell (including
without limitation any short sale), pledge, transfer, establish an open "put
equivalent position" within the meaning of Rule 16a-1(h) under the Securities
Exchange Act of 1934, or otherwise dispose of any shares of Common Stock,
options or warrants to acquire shares of Common Stock, or securities
exchangeable or exercisable for or convertible into shares of Common Stock
currently or hereafter owned either of record or beneficially (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the
undersigned, or publicly announce the undersigned's intention to do any of the
foregoing, for a period commencing on the date hereof and continuing through the
close of trading on the date 180 days after the date of the Prospectus. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of shares
of Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock held by the undersigned except in compliance with the foregoing
restrictions.



                                      B-1

<PAGE>   39

     With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of any Common Stock
owned either of record or beneficially by the undersigned, including any rights
to receive notice of the Offering.

     This agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and assigns of the
undersigned.

Printed Name of Holder



By
  -------------------------------------------



Signature
         ------------------------------------



---------------------------------------------
Printed Name of Person Signing

(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)


                                      B-2