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                                                                     Exhibit 1.1
                                 TAKES.COM, INC.

                                __________ SHARES

                                    FORM OF

                                  COMMON STOCK


                             UNDERWRITING AGREEMENT


                                  [DATE], 1999


PARADISE VALLEY SECURITIES, INC.,
     as Representative of the several Underwriters
11811 North Tatum Boulevard
Suite 4040
Phoenix, Arizona  85028


         The undersigned, TAKES.COM, INC., a Delaware corporation (the
"Company") hereby addresses you as the representative (the "Representative") of
each of the firms listed on Schedule I hereto (collectively, the "Underwriters")
and hereby confirm its agreement with the several Underwriters as follows:

                  1. DESCRIPTION OF SHARES. The Company proposes to issue and
sell to the Underwriters 2,825,000 shares of its Common Stock (the "Firm
Shares"). Solely for the purpose of covering over-allotments in the sale of the
Firm Shares, the Company further proposes to grant the right to the Underwriters
to purchase up to an additional 423,750 shares of its Common Stock (the "Option
Shares"), as provided in Section 3 of this Agreement. The Firm Shares and the
Option Shares are herein sometimes referred to as the Shares and are more fully
described in the Prospectus hereinafter defined.

                  2. PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters the Firm Shares, and each such Underwriter agrees, severally and
not jointly, (i) to purchase from the Company, at a purchase price of $    per
share, the number of Firm Shares set forth opposite its name in Schedule I
hereto and (ii) to purchase from the Company any additional number of Option
Shares which such Underwriter may become obligated to purchase pursuant to
Section 3 hereof.

                  The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as you may request upon at least forty-eight hours' prior notice to the
Company shall be delivered by or on behalf of the Company to you, through the
facilities of the Depository Trust Company ("DTC"), for the account of such
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Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by wire transfer of Clearinghouse (next-day) funds to the account
specified by the Company to you at least forty-eight hours in advance. The
Company will cause the certificates representing the Shares to be made available
for checking and packaging at least twenty-four hours prior to the Time of
Delivery (as defined below) with respect thereto at the office of DTC or its
designated custodian (the "Designated Office"). The time and date of such
delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m.,
Phoenix, Arizona time, on    , 1999 or such other time and date as you and the
Company may agree upon in writing, and, with respect to the Optional Shares,
9:30 a.m., Phoenix, Arizona time, on the ate specified by you in the written
notice given by you of the Underwriters' election to purchase such Optional
shares, or such other time and date as you and the Company may agree upon in
writing. Such time and date for delivery of the Firm Shares is herein called the
"First Time of Delivery," such time and date for delivery of the Optional
Shares, if not the First Time of Delivery, is herein called the "Second Time of
Delivery," and each such time and date for delivery is herein called a "Time of
Delivery."

                  The documents to be delivered at each Time of Delivery by or
on behalf of the parties hereto pursuant to Section 6 hereof, including the
cross receipt for the Shares will be delivered at the offices of Bryan Cave LLP,
Two North Central Avenue, Suite 2200, Phoenix, Arizona 85004 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location at 3:00
p.m., Phoenix, Arizona time, on the Business Day next preceding such Time of
Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 2, "Business Day" shall mean each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

                  3. PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The
Company hereby grants an option to the Underwriters to purchase from it up to
423,750 Option Shares on the same terms and conditions as the Firm Shares;
provided, however, that such option may be exercised only for the purpose of
covering any over-allotments which may be made by the Underwriters in the sale
of the Firm Shares. No Option Shares shall be sold or delivered unless all of
the Firm Shares previously have been, or simultaneously are, sold and delivered.

                  The option is exercisable on behalf of the several
Underwriters by you, as Representative, at any time, and from time to time,
before the expiration of 45 days from the date of this Agreement, for the
purchase of all or part of the Option Shares covered thereby, by notice given by
you to the Company in the manner provided in Section 13 hereof (the "Option
Notice"), setting forth the number of Option Shares as to which the Underwriters
are exercising the option, and the date of delivery of said Option Shares, which
date shall not be less than two business days after such Option Notice unless
otherwise agreed to by the parties. You may terminate the option at any time, as
to any unexercised portion thereof, by giving written notice to the Company to
such effect.

                  You, as Representative, shall make such allocation of the
Option Shares among the Underwriters as may be required to eliminate purchases
of fractional Shares.


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                  4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.

                           (a) The Company represents and warrants to and agrees
with each Underwriter that:

                                    (i) The Company meets the requirements for
                  use of Form S-1 under the Securities Act of 1933, as amended
                  (the "Act"). A registration statement on Form S-1
                  (Registration No. 333-78261) in respect to the Shares,
                  including a preliminary prospectus, and such amendments to
                  such registration statement as may have been required to the
                  date of this Agreement, has been prepared by the Company
                  pursuant to and in conformity with the requirements of the
                  Act, and the rules and regulations (the "Rules and
                  Regulations") of the Securities and Exchange Commission (the
                  "Commission") promulgated thereunder and has been filed with
                  the Commission under the Act. Copies of such registration
                  statement, including any amendments thereto, each related
                  preliminary prospectus (meeting the requirements of Rule 430
                  or 430A of the Rules and Regulations) contained therein, the
                  exhibits, financial statements and schedules have heretofore
                  been delivered by the Company to you. If such registration
                  statement has not become effective under the Act, a further
                  amendment to such registration statement, including a form of
                  final prospectus, necessary to permit such registration
                  statement to become effective will be filed promptly by the
                  Company with the Commission. If such registration statement
                  has become effective under the Act, a final prospectus
                  containing information permitted to be omitted at the time of
                  effectiveness by Rule 430A of the Rules and Regulations will
                  be filed promptly by the Company with the Commission in
                  accordance with Rule 424(b) of the Rules and Regulations. The
                  term Registration Statement as used herein means the
                  registration statement as amended at the time it becomes or
                  became effective under the Act (the "Effective Date") and, in
                  the event any post-effective amendment thereto becomes
                  effective prior to the First Time of Delivery, the
                  registration statement as so amended, including financial
                  statements and all exhibits and all documents incorporated by
                  reference therein and, if applicable, the information deemed
                  to be included by Rule 430A of the Rules and Regulations. The
                  term Prospectus as used herein means the prospectus as first
                  filed with the Commission pursuant to Rule 424(b) of the Rules
                  and Regulations or, if no such filing is required, the form of
                  final prospectus included in the Registration Statement at the
                  Effective Date, except that if the prospectus provided to the
                  Underwriters by the Company for use in connection with the
                  offering of Shares differs from the Prospectus on file with
                  the Commission at the time the Registration Statement becomes
                  effective (whether or not the Company is required to file with
                  the Commission such revised Prospectus pursuant to Rule 424(b)
                  of the Rules and Regulations), the term Prospectus shall refer
                  to such revised Prospectus from and after the time it is first
                  provided to the Underwriters for such use. The term
                  Preliminary Prospectus as used herein shall mean a preliminary
                  prospectus as contemplated by Rule 430 or 430A of the Rules
                  and Regulations included at any time in the Registration
                  Statement. All references in this Agreement to financial
                  statements and schedules and other information which is
                  contained, included, stated

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                  or described in the Registration Statement, Preliminary
                  Prospectus or the Prospectus shall be deemed to mean and
                  include all such financial statements and schedules and other
                  information which is incorporated by reference in, or deemed
                  to be a part of, the Registration Statement, Preliminary
                  Prospectus or Prospectus, as the case may be.

                                    (ii) The Commission has not issued, and is
                  not to the best knowledge of the Company threatening to issue,
                  an order preventing or suspending the use of any Preliminary
                  Prospectus or the Prospectus nor instituted proceedings for
                  that purpose. Each Preliminary Prospectus at its date of
                  issue, the Registration Statement and the Prospectus and any
                  amendments or supplements thereto contains or will contain, as
                  the case may be, all statements which are required to be
                  stated therein by, and in all material respects conforms or
                  will conform, as the case may be, to the requirements of, the
                  Act and the Rules and Regulations. Neither the Registration
                  Statement nor any amendment thereto, as of the applicable
                  effective date, contains or will contain, as the case may be,
                  any untrue statement of a material fact or omits or will omit
                  to state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading, and
                  neither the Prospectus nor any supplement thereto contains or
                  will contain, as the case may be, any untrue statement of a
                  material fact or omits or will omit to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein, in light of the circumstances under which
                  they were made, not misleading; provided, however, that the
                  Company makes no representation, warranty or agreement as to
                  information contained in or omitted from the Registration
                  Statement, the Preliminary Prospectus or the Prospectus, or
                  any such amendment or supplement, in reliance upon, and in
                  conformity with, written information furnished to the Company
                  by or on behalf of the Underwriters specifically for use in
                  the preparation of: (i) the statements therein regarding
                  over-allotment, stabilization or passive market making by the
                  Underwriters, or (ii) the section thereof under the caption
                  Underwriting.

                                    (iii) The documents, if any, incorporated by
                  reference in the Prospectus, at the time they were filed with
                  the Commission, complied in all material respects with the
                  requirements of the Securities Exchange Act of 1934, as
                  amended (the "1934 Act"), and the rules and regulations
                  adopted by the Commission thereunder (the "1934 Act Rules and
                  Regulations"), and, when read together and with the other
                  information contained in the Prospectus, at the time the
                  Registration Statement became effective and at the First Time
                  of Delivery, did not or will not, as the case may be, contain
                  an untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein, in light of the circumstances
                  under which they were made, not misleading.

                                    (iv) The Company has been duly incorporated
                  and is validly existing as a corporation in good standing
                  under the laws of the State of Delaware, with full corporate
                  power and authority to own, lease and operate its properties
                  and

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                  conduct its business as described in the Registration
                  Statement; the Company is duly qualified to transact business
                  as a foreign corporation in good standing in each state or
                  other jurisdiction in which its ownership or leasing of
                  property or conduct of business requires such qualification,
                  except where the failure to be so qualified would not,
                  individually or in the aggregate, have a material adverse
                  effect on the ability of the Company to conduct its business
                  as described in the Registration Statement. The Company does
                  not own or control, directly or indirectly, any corporation,
                  association or other entity. The Company has no subsidiaries
                  (as defined in Rule 405 of the Rules and Regulations).

                                    (v) The Company has full right and corporate
                  power and authority to enter into this Agreement and to
                  perform the transactions contemplated hereby. The filing of
                  the Registration Statement and the execution and delivery of
                  this Agreement have been duly authorized by the Board of
                  Directors of the Company. This Agreement constitutes a valid
                  and legally binding obligation of the Company enforceable in
                  accordance with its terms (except to the extent the
                  enforceability of the indemnification, exculpation and
                  contribution provisions of Section 7 hereof may be limited by
                  applicable law, and except as enforceability of this Agreement
                  may be limited by bankruptcy, insolvency, reorganization,
                  fraudulent conveyance, moratorium and other laws affecting
                  creditors' rights generally and by general principles of
                  equity, regardless of whether such enforceability is
                  considered in a proceeding in equity or at law). The issue and
                  sale of the Shares by the Company and the performance of this
                  Agreement by the Company and the consummation of the
                  transactions herein contemplated will not result in a
                  violation of the Company's articles of incorporation or bylaws
                  or result in a breach or violation of any of the terms and
                  provisions of, or constitute a default under, or result in the
                  creation or imposition of any lien, charge or encumbrance upon
                  any properties or assets of the Company under, any statute
                  which is applicable to it, or under any indenture, mortgage,
                  deed of trust, note, loan agreement, sale and leaseback
                  arrangement or other agreement or instrument to which the
                  Company is a party or by which they are bound or to which any
                  of the properties or assets of the Company is subject, or any
                  order, rule or regulation applicable to the Company of any
                  court or public, regulatory or governmental agency or body
                  having jurisdiction over the Company or its properties, other
                  than any such breach, violation, default, lien, charge or
                  encumbrance, as the case may be, which does not individually
                  or in the aggregate materially adversely affect the business
                  of the Company. No consent, approval, authorization, order,
                  registration or qualification of or with any court or public,
                  regulatory or governmental agency or body is required for the
                  consummation of the transactions herein contemplated, except
                  such as may be required by the National Association of
                  Securities Dealers, Inc. (the "NASD") or under the Act or the
                  Rules and Regulations or any state securities laws.

                                    (vi) Except as described in the Prospectus,
                  the Company has not sustained since the date of the latest
                  audited financial statements included in the Prospectus any
                  material loss or interference with its business from fire,
                  explosion,

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                  flood or other calamity, whether or not covered by insurance,
                  or from any labor dispute or court or governmental action,
                  order or decree. Except as contemplated in the Prospectus,
                  subsequent to the respective dates as of which information is
                  given in the Registration Statement and the Prospectus, the
                  Company has not incurred any material liabilities or material
                  obligations, direct or contingent, other than in the ordinary
                  course of business, or entered into any material transactions
                  not in the ordinary course of business, and there has not been
                  any material change in the capital stock or long-term debt of
                  the Company or any material adverse change in the financial
                  condition, net worth, business, management, or results of
                  operations of the Company. The Company has filed all necessary
                  federal, state and foreign income and franchise tax returns
                  and paid all taxes shown as due thereon, except as are being
                  contested by the Company in good faith. All tax liabilities,
                  including those being contested by the Company, are adequately
                  provided for on the books of the Company. The Company has made
                  all necessary payroll tax payments and is current and
                  up-to-date as of the date of this Agreement to the extent
                  necessary to avoid a material adverse effect on the business
                  of the Company. The Company has no knowledge of any tax
                  proceeding or action pending or threatened against the
                  Company.

                                    (vii) Except as described in the Prospectus,
                  there is no action, suit, arbitration, investigation or
                  governmental proceeding, domestic or foreign, pending or, to
                  the best of the Company's knowledge, threatened or involving
                  the properties or business of the Company which challenges the
                  validity of this Agreement or any action taken or required to
                  be taken by the Company pursuant to or in connection with this
                  Agreement or which could reasonably be expected to materially
                  and adversely affect the financial condition, operation,
                  properties, business or results of operations of the Company.
                  The Company is not a party and is not subject to the
                  provisions of any injunction, judgment, decree or order of any
                  court or any public, regulatory or governmental agency or
                  body. There are no contracts or documents to which the Company
                  is a party which would be required to be filed as exhibits to
                  the Registration Statement by the Act or by the Rules and
                  Regulations which have not been filed as exhibits to the
                  Registration Statement; the contracts and documents to which
                  the Company is a party which are so described in the
                  Registration Statement are in full force and effect on the
                  date hereof; and the Company does not have notice that any
                  other party is in breach of or default under any of such
                  contracts to a material extent.

                                    (viii) The Company has duly and validly
                  authorized capital stock as described in the Prospectus.
                  Except as disclosed in or contemplated by the Prospectus and
                  the financial statements of the Company and the related notes
                  thereto included in the Prospectus, the Company does not have
                  outstanding any options to purchase or any preemptive rights
                  or other rights to subscribe or to purchase, any securities or
                  obligations convertible into, or any contracts or commitments
                  to issue or sell, shares of its capital stock or any such
                  options, rights, convertible securities or obligations. The
                  description of outstanding warrants to

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                  purchase Common Stock and the Company's stock option plans and
                  the options or other rights granted and exercised thereunder
                  set forth in the Prospectus accurately presents in all
                  material respects the information required to be shown with
                  respect to such warrants, plans, options and rights. All
                  outstanding shares of Common Stock of the Company conform, and
                  the Shares when issued will conform, in all material respects
                  to the description thereof in the Registration Statement and
                  the Prospectus and have been, or, when issued and paid for
                  will be, duly authorized, validly issued, fully paid and
                  nonassessable, issued in material compliance with all
                  applicable Federal and state securities laws and not issued in
                  violation of or subject to any preemptive rights or other
                  rights to purchase or subscribe for securities of the Company.
                  No shareholder of the Company has any right to require the
                  Company to register the sales of any shares or other
                  securities owned by such shareholder under the Act in the
                  public offering contemplated by this Agreement. Upon delivery
                  of the Shares to be sold by the Company and full payment
                  therefor pursuant to this Agreement, good and valid title to
                  such Shares, free and clear of all liens, encumbrances,
                  security interests, restrictions on transfer, equities or
                  claims whatsoever, will pass to the Underwriters.

                                    (ix) The Company owns no real property and
                  the Company has good and marketable title to personal property
                  owned by it, subject to no lien, charge, defect or
                  encumbrances of any kind except such as are described in the
                  Prospectus, such as not materially interfere with the use made
                  and proposed to be made of such property by the Company.
                  Except as disclosed in the Prospectus, the Company owns or
                  leases all such assets as are materially necessary to its
                  operations as now conducted.

                                    (x) Ernst & Young, LLP, the accounting firm
                  which has certified the financial statements filed with the
                  Commission as a part of the Registration Statement, is an
                  independent public accounting firm within the meaning of the
                  Act and the Rules and Regulations.

                                    (xi) The financial statements and schedules
                  of the Company, including the notes thereto, filed with and as
                  a part of the Registration Statement, are accurate in all
                  material respects and present fairly the financial position of
                  the Company as of the respective dates thereof and the results
                  of operations and statements of cash flow for the respective
                  periods covered thereby, all in conformity with generally
                  accepted accounting principles applied on a consistent basis
                  throughout the periods involved except as otherwise disclosed
                  in the Prospectus. The selected financial data included in the
                  Registration Statement and Prospectus present fairly the
                  information shown therein and have been compiled on a basis
                  consistent with that of the audited financial statements
                  included in the Registration Statement and Prospectus.

                                    (xii) The Company is not in default with
                  respect to any contract or agreement to which it is a party;
                  provided that this representation shall not apply to

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                  defaults which in the aggregate could not materially adversely
                  affect the financial condition or the business of the Company.

                                    (xiii) The Company is not in breach or
                  violation of any provision of its articles of incorporation or
                  bylaws or any laws, ordinances or governmental rules or
                  regulations to which it is subject, and the Company has not
                  failed to obtain, maintain or comply with the terms of any of
                  the material licenses, certificates, permits, franchises,
                  easements, consents, or other governmental authorizations
                  necessary to the ownership, leasing and operation of its
                  properties or to the conduct of its business, which breach,
                  violation or failure would materially adversely affect the
                  business, operations, properties, profits or financial
                  condition of the Company.

                                    (xiv) Except as described in the Prospectus,
                  the Company has sufficient interests in all patents,
                  trademarks, service marks, trade names, domain names,
                  copyrights, trade secrets, information, proprietary rights and
                  processes ("Intellectual Property") necessary for the conduct
                  of the business now conducted by it as described in the
                  Prospectus, and, to the Company's knowledge necessary in
                  connection with the products and services under development,
                  without, to the Company's knowledge, any infringement of or
                  the interests of others, and has taken all reasonable steps
                  necessary to secure interests in such Intellectual Property
                  from its contractors; except as set forth in the Prospectus,
                  the Company is not aware of outstanding options, licenses or
                  agreements of any kind relating to the Intellectual Property
                  of the Company which are required to be set forth in the
                  Prospectus, and, except as set forth in the Prospectus, the
                  Company is not a party to or bound by any options, licenses or
                  agreements with respect to the Intellectual Property of any
                  other person or entity which are required to be set forth in
                  the Prospectus; none of the technology employed by the Company
                  has been obtained or is being used by the Company in violation
                  of any contractual fiduciary obligation binding on the Company
                  or to the knowledge of the Company any of its directors,
                  officers or employees or otherwise in violation of the rights
                  of any persons; except as disclosed in the Prospectus, the
                  Company has not received any written or, to the Company's
                  knowledge, oral communications alleging that the Company has
                  violated, infringed or conflicted with, or by conducting its
                  business as set forth in the Prospectus, would violate,
                  infringe or conflict with any of the Intellectual Property of
                  any other person or entity other than any such violations,
                  infringements or conflicts which, individually or in the
                  aggregate, have not had and are not reasonably likely to
                  result in a material adverse effect on the Company's conduct
                  of its business as described in the Prospectus or on its
                  result of operations or financial condition; and the Company
                  has taken and will maintain reasonable measures to prevent the
                  unauthorized dissemination or publication of its confidential
                  information and, to the extent contractually required to do
                  so, the confidential information of third parties in their
                  possession.

                                    (xv) The Company maintains insurance of the
                  types and in the amounts generally deemed adequate for its
                  business, including, but not limited to,

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                  general liability insurance, business interruption insurance
                  and insurance covering personal property owned or leased by
                  the Company against theft, damage, destruction, acts of
                  vandalism and all other risks customarily insured against, all
                  of which insurance is in full force and effect.

                                    (xvi) The Company has not taken and will not
                  take, directly or indirectly, any action designed to or which
                  might reasonably be expected to cause or result in
                  stabilization or manipulation of the price of the Company's
                  Common Stock, and the Company is not aware of any such action
                  taken or to be taken by any director, officer, employee,
                  consultant, or shareholder of the Company.

                                    (xvii) The Company is not and, after giving
                  effect to the offering and sale of the Shares, will not be an
                  "investment company" within the meaning of the Investment
                  Company Act of 1940, as amended.

                                    (xviii) The Common Stock of the Company is
                  registered pursuant to Section 12(g) of the Securities
                  Exchange Act of 1934, as amended, and is approved for trading
                  on the Nasdaq Stock Market National Market (the "NNM") under
                  the symbol "TAKE." The Company has taken no action that was
                  designed to terminate, or that is likely to have the affect of
                  terminating, trading of its Common Stock on the NNM, nor has
                  the Company received any notification that the Commission or
                  the Nasdaq Stock Market is contemplating terminating such
                  trading.

                                    (xix) Neither the Company nor any of its
                  affiliates does business with the government of Cuba or with
                  any person or affiliate located in Cuba, within the meaning of
                  Section 517.075 of the Florida Statutes.

                                    (xx) Except as disclosed in the Registration
                  Statement and the Prospectus, no officer, director or
                  beneficial of five percent or more of the Company's capital
                  stock is, directly or indirectly, associated with a NASD
                  member broker-dealer and the Company has no management or
                  financial consulting agreement with any third party.

                                    (xxi) No person is entitled, directly or
                  indirectly, to compensation from the Company for services as a
                  finder in connection with the transactions contemplated by
                  this Agreement.

                                    (xxii) The Company has reviewed its
                  operations and that of any third parties with which the
                  Company has a material relationship to evaluate the extent to
                  which the business or operations of the Company or any of its
                  subsidiaries will be affected by Year 2000 issues. As a result
                  of such review, the Company represents and warrants that the
                  disclosure in the Registration Statement relating to Year 2000
                  issues is accurate and complies in all material respects with
                  the rules and regulations of the Act. "Year 2000 issues" as
                  used herein means Year 2000 issues described in or
                  contemplated by the Commission's Interpretation: Disclosure of

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                  Year 2000 Issues and Consequences by Public Companies,
                  Investment Advisers, Investment Companies, and Municipal
                  Securities Issuers (Release No. 33-7558).

                           (b) Any certificate signed by any officer of the
         Company and delivered to you or to counsel for the Underwriters shall
         be deemed a representation and warranty by the Company to each
         Underwriter as to the matters covered thereby.

                  5. ADDITIONAL COVENANTS. The Company covenants and agrees with
the several Underwriters that:

                           (a) If the Registration Statement is not effective
         under the Act, the Company will use its best efforts to cause the
         Registration Statement to become effective as promptly as possible, and
         it will notify you, promptly after it shall receive notice thereof, of
         the time when the Registration Statement has become effective. The
         Company (i) will prepare and timely file with the Commission under Rule
         424(b) of the Rules and Regulations, if required, a Prospectus
         containing information previously omitted at the time of effectiveness
         of the Registration Statement in reliance on Rule 430A of the Rules and
         Regulations or otherwise; (ii) will not file any amendment to the
         Registration Statement or supplement to the Prospectus of which the
         Underwriters shall not previously have been advised and furnished with
         a copy or to which the Underwriters shall have reasonably objected in
         writing or which is not in compliance in all material respects with the
         Rules and Regulations; and (iii) will promptly notify you after it
         shall have received notice thereof of the time when any amendment to
         the Registration Statement becomes effective or when any supplement to
         the Prospectus has been filed.

                           (b) The Company will advise the Underwriters
         promptly, after it has received notice or obtained knowledge thereof,
         of any comments of the Commission with respect to the Registration
         Statement, of any request of the Commission for amendment of the
         Registration Statement or for supplement to the Prospectus or for any
         additional information, or of the issuance by the Commission of any
         stop order suspending the effectiveness of the Registration Statement
         or the use of the Prospectus or of the institution or threat of any
         proceedings for that purpose, and the Company will use its best efforts
         to prevent the issuance of any such stop order preventing or suspending
         the use of the Prospectus and to obtain as soon as possible the lifting
         thereof, if issued.

                           (c) The Company will cooperate with the Underwriters
         and their counsel in endeavoring to qualify the Shares for sale under
         (or obtain exemptions from the application of) the securities laws of
         such jurisdictions as they may have designated and will make such
         applications, file such documents, and furnish such information as may
         be reasonably necessary so as to permit the continuance of sales and
         dealings therein for so long as may be necessary to complete the
         distribution of the Shares, provided the Company shall not be required
         to qualify as a foreign corporation or to file a general consent to
         service of process in any jurisdiction where it is not now so
         qualified. The Company will advise you promptly of the suspension of
         the qualification or registration of (or any such exemption relating
         to) the Shares for offering, sale or trading in any jurisdiction or any

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         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, with your cooperation, will use
         its best efforts to obtain the withdrawal thereof.

                           (d) The Company will deliver to, or upon the order
         of, the Underwriters, without charge from time to time, as many copies
         of any Preliminary Prospectus (including all documents incorporated by
         reference therein) as they may reasonably request. The Company will
         deliver to, or upon the order of, the Underwriters without charge as
         many copies of the Prospectus (including all documents incorporated by
         reference therein), or as it thereafter may be amended or supplemented,
         as they may from time to time reasonably request. The Company consents
         to the use of such Prospectus by the Underwriters and by all dealers to
         whom the Shares may be sold, in connection with the offering or sale of
         the Shares and for such period of time thereafter as the Prospectus is
         required by law to be delivered in connection therewith. The Company
         will deliver to you at or before the First Time of Delivery two signed
         copies of the Registration Statement and all amendments thereto,
         including all exhibits filed therewith or incorporated by reference
         therein, and all documents incorporated by reference in the Prospectus,
         and will deliver to the Underwriters such number of copies of the
         Registration Statement, without exhibits, and of all amendments
         thereto, as they may reasonably request.

                           (e) If, during the period in which a prospectus is
         required by law to be delivered by an Underwriter or dealer, any event
         shall occur as a result of which, in the reasonable judgment of the
         Company or in your reasonable judgment or in the written opinion of
         counsel for the Underwriters, it becomes necessary to amend or
         supplement the Prospectus in order to make the statements therein, in
         light of the circumstances existing at the time the Prospectus is
         delivered to a purchaser, not misleading, or, if it is necessary at any
         time to amend or supplement the Prospectus to comply with any law, the
         Company promptly will prepare and file with the Commission an
         appropriate amendment to the Registration Statement or supplement to
         the Prospectus so that the Prospectus as so amended or supplemented
         will not, in the light of the circumstances when it is so delivered, be
         misleading, or so that the Prospectus will comply with applicable law.

                           (f) The Company will make generally available to its
         shareholders, as soon as it is practicable to do so, but in any event
         not later than 18 months after the effective date of the Registration
         Statement, an earnings statement in reasonable detail, covering a
         period of at least 12 consecutive months beginning after the effective
         date of the Registration Statement, which earnings statement shall
         satisfy the requirements of Section 11(a) of the Act and Rule 158 of
         the Rules and Regulations and will advise the Underwriters in writing
         when such statement has been so made available.

                           (g) The Company will, for a period of five years from
         the Effective Date, deliver to the Underwriters at their principal
         executive offices a reasonable number of copies of annual reports,
         quarterly reports, current reports and copies of all other documents,
         reports and information furnished by the Company to its shareholders or
         filed with any securities exchange or national securities market
         pursuant to the requirements of

                                       11
<PAGE>   12
         such exchange or market or with the Commission pursuant to the Act or
         the 1934 Act. Any report, document or other information required to be
         furnished under this subsection (g) shall be furnished as soon as
         practicable after such report, document or information becomes
         available.

                           (h) The Company will apply the proceeds from the sale
         of the Shares as set forth in the description under the caption "Use of
         Proceeds" in the Prospectus.

                           (i) The Company will supply you with copies of all
         correspondence to and from, and all documents issued to and by, the
         Commission in connection with the registration of the Shares under the
         Act.

                           (j) Prior to each Time of Delivery, the Company will
         furnish to you, as soon as they have been prepared, copies of any
         unaudited interim consolidated financial statements of the Company for
         any periods subsequent to the periods covered by the financial
         statements appearing in the Registration Statement and the Prospectus.

                           (k) Prior to the 30th day after the last Time of
         Delivery, the Company will not issue any press releases or other
         communications directly or indirectly and will hold no press
         conferences with respect to the Company, the financial condition,
         results of operations, business, properties, assets or liabilities of
         the Company, or the offering of the Shares, without your prior written
         consent except as otherwise required by law.

                           (l) The Company will use its best efforts to obtain
         approval for, and maintain the listing of the Shares on, the NNM.

                           (m) For a period of 180 days from the Effective Date,
         the Company will not, and will cause its directors, officers and
         pre-Effective Date securityholders (including, without limitation,
         holders of options, warrants or other rights to acquire securities of
         the Company) to not (in each case without the Representative's prior
         written consent), (i) offer, pledge, sell, hypothecate, contract to
         sell, sell any option or contract to purchase, purchase any option or
         contract to sell, grant any option, right or warrant to purchase, lend
         or otherwise transfer or dispose of, directly or indirectly, any shares
         of Common Stock or (ii) enter into any hedge, swap or other arrangement
         that transfers to another, in whole or in part, any of the economic
         consequences of ownership of the Common Stock, whether any such
         transaction described in clause (i) or (ii) above is be settled by
         delivery of Common Stock or such other securities, in cash or
         otherwise, without your prior written consent, except for the Shares
         sold hereunder and except for sales by the Company of shares of Common
         Stock to the Company's employees and consultants to the Company, in
         each case pursuant to the exercise of options under the Company's stock
         option plan as described in the Prospectus. The foregoing sentence
         shall not apply to the sale of any Shares to the Underwriters pursuant
         to this Agreement.

                           (n) The Company will file with the Commission such
         information on Form 10-Q or Form 10-K as may be required by Rule 463
         under the Act.

                                       12
<PAGE>   13

                           (o) The Company will maintain and keep accurate books
         and records reflecting its assets and will maintain internal accounting
         controls which provide reasonable assurance that (i) transactions are
         executed in accordance with management's authorization, (ii)
         transactions are recorded as necessary to permit the preparation of the
         Company's consolidated financial statements and to maintain
         accountability for the assets of the Company, (iii) access to the
         assets of the Company is permitted only in accordance with management's
         authorization, and (iv) the recorded accounts of the assets of the
         Company are compared with existing assets at reasonable intervals.

                           (p) Prior to the Effective Date, the Company shall
         have issued to the transfer agent for the Common Stock (the "Transfer
         Agent") a "stop transfer" instruction with respect to all the shares of
         Common Stock issued and outstanding immediately prior to the Effective
         Date (the "Pre-offering Shares"), instructing the Transfer Agent to not
         honor any requests to transfer any Pre-offering Shares prior to the
         expiration of the 180-day period described in Section 5(m) of this
         Agreement without the Representative's prior written consent, and such
         stop transfer instruction shall be in full force and effect at each
         Time of Delivery.

                           (q) The Company shall have furnished to the
         Representative, at least five days before the Effective Date, a true,
         correct and complete copy of the stock transfer records of the Company
         from the date of the Company's inception, and the Company will make
         available its stock transfer records to the Representative upon the
         Representative's request during the 12-month period following the
         Effective Date.

                           (r) The Company will not, without the prior written
         consent of the Representative, directly or indirectly grant any
         options, warrants or rights to purchase or acquire Common Stock for a
         period of [120] days commencing on the Effective Date or permit to be
         outstanding during such period any such options, warrants or rights,
         other than (i) an aggregate of up to _________ options and warrants;
         (ii) warrants or other rights which are outstanding on the Effective
         Date and described in the Prospectus; and (iii) the Representative's
         Warrants. The Company will not, without the prior written consent of
         the Representative, grant any options, warrants or rights to purchase
         or acquire Common Stock for a price below the market price for the
         Common Stock on the date of grant, for a period of one year commencing
         on the Effective Date. The Company will not, without the prior written
         consent of the Underwriter, file a registration statement on Form S-8
         during the 180 day period following the Effective Date.

                  6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase and pay for the Shares being sold
hereunder by the Company to the Underwriters shall be subject to the accuracy in
all material respects, as of the date hereof and as of each Time of Delivery of
the representations and warranties of the Company contained herein, to the
performance in all material respects by the Company of its covenants and
obligations hereunder, and to the additional conditions set forth in this
Section 6.

                                       13
<PAGE>   14

                           (a) If the Company and the Underwriters have
         determined not to proceed pursuant to Rule 430A, the Registration
         Statement shall have become effective not later than 10:00 a.m.,
         Phoenix, Arizona, on the day following the date of this Agreement or
         such later date as may be consented to in writing by you. If the
         Company and the Underwriters have determined to proceed pursuant to
         Rule 430A, all filings required by Rule 424 and Rule 430A of the Rules
         and Regulations shall have been made. No stop order suspending the
         effectiveness of the Registration Statement, as amended from time to
         time, shall have been issued and no proceeding for that purpose shall
         have been initiated or, to the knowledge of the Company or any
         Underwriter, threatened or contemplated by the Commission, and any
         request of the Commission for additional information (to be included in
         the Registration Statement or the Prospectus or otherwise) shall have
         been complied with to the reasonable satisfaction of the Underwriters.

                           (b) No person or entity shall have disclosed in
         writing to the Company or the Underwriters on or prior to the relevant
         Time of Delivery, that the Registration Statement or Prospectus or any
         amendment or supplement thereto contains an untrue statement of fact
         which, in the opinion of counsel to the Underwriters, is material, or
         omits to state a fact which, in the opinion of such counsel, is
         material and is required to be stated therein or is necessary to make
         the statements therein, in light of the circumstances under which they
         were made, not misleading.

                           (c) You shall have received an opinion of Pedersen &
         Houpt, P.C., counsel for the Company, addressed to you and dated such
         Time of Delivery to the effect that:

                                    (i) The Company has been duly incorporated
                  and is a validly existing corporation in good standing under
                  the laws of the State of Delaware with corporate power and
                  authority to own, lease and operate its properties and conduct
                  its business as described in the Registration Statement. The
                  Company is duly qualified as a foreign corporation in good
                  standing in each state or other jurisdiction in which its
                  ownership or leasing of property or conduct of business
                  legally requires such qualification, except where, in the
                  aggregate, the failure to be so qualified would not have a
                  material adverse effect on the ability of the Company to
                  conduct its business as described in the Registration
                  Statement.

                                    (ii) The Company's authorized capital stock
                  is as set forth under the caption "Capitalization" in the
                  Prospectus. The Common Stock of the Company conforms in all
                  material respects to the description thereof in the Prospectus
                  under the caption "Description of Capital Stock," and the
                  statements in the Prospectus under such caption fairly
                  summarize in all material respects the provisions referred to
                  in the Company's articles of incorporation, bylaws and the law
                  of the State of Delaware. The form of certificate used to
                  evidence the Common Stock filed as an exhibit to the
                  Registration Statement has been approved by the Company's
                  Board of Directors, and assuming such certificate is signed by
                  the proper and authorized officers of the Company as required
                  by the law of the State of Delaware will comply

                                       14
<PAGE>   15
                  as to form with the requirements of such law. The outstanding
                  shares of Common Stock have been duly authorized and are
                  validly issued, fully paid and non-assessable, were issued in
                  material compliance with all applicable Federal and state
                  securities laws and the laws of the State of Delaware, and
                  were not issued in violation of or subject to any preemptive
                  rights or other rights to purchase or subscribe for securities
                  of the Company. The Shares being sold by the Company have been
                  duly authorized and, when delivered and fully paid for in
                  accordance with this Agreement, will be validly issued, fully
                  paid and non-assessable, and the shareholders of the Company
                  have no preemptive rights with respect to the Shares. Except
                  as disclosed in the Prospectus, there are no outstanding
                  options, warrants, or other rights calling for the issuance
                  of, and no present commitments, plans or arrangements of the
                  Company at this time to issue any shares of capital stock of
                  the Company or any security convertible into or exchangeable
                  for capital stock of the Company. Upon delivery of the Shares
                  being sold by the Company and full payment therefor pursuant
                  to this Agreement and registration of the ownership of such
                  Shares by the transfer agent for such Shares, good and valid
                  title to such Shares free and clear of all liens,
                  encumbrances, security interests, restrictions on transfer,
                  equities or claims whatsoever other than those created or
                  granted by this Agreement or by the Underwriters, will pass to
                  the Underwriters.

                                    (iii) Such counsel has been advised by the
                  staff of the Commission that the Registration Statement has
                  become effective under the Act and, to the best knowledge of
                  such counsel, no stop order suspending the effectiveness of
                  the Registration Statement has been issued and no proceedings
                  for that purpose have been instituted or are pending or
                  contemplated under the Act; any required filing of the
                  Prospectus and any supplement thereto pursuant to Rule 424(b)
                  of the Rules and Regulations has been made in the manner and
                  within the time period required by such Rule 424(b).

                                    (iv) The Registration Statement and the
                  Prospectus, and each amendment or supplement thereto, as of
                  their respective effective or issue dates, comply as to form
                  in all material respects with the requirements of Form S-1
                  under the Act and the applicable Rules and Regulations (except
                  that such counsel need express no opinion or belief as to
                  numerical, financial and statistical data, financial
                  statements and notes and related schedules thereto).

                                    (v) The descriptions in the Registration
                  Statement and Prospectus of contracts and other documents
                  filed as exhibits to the Registration Statement are accurate
                  in all material respects.

                                    (vi) No authorization, approval, consent,
                  order, registration or qualification of or with any court or
                  public, regulatory or governmental body, authority or agency
                  is required with respect to the Company in connection with the
                  transactions contemplated by this Agreement, except such as
                  may be required under the Act, the Rules and Regulations or
                  the 1934 Act or by the NASD or under state

                                       15
<PAGE>   16
                  securities laws in connection with the purchase and
                  distribution of the Shares by the Underwriters.

                                    (vii) The Company has the corporate power
                  and authority to enter into this Agreement and to sell and
                  deliver the Shares to be sold by it to the several
                  Underwriters. The filing of the Registration Statement with
                  the Commission has been duly authorized by the Board of
                  Directors of the Company. This Agreement has been duly
                  authorized, executed and delivered by the Company. The making
                  and performance of this Agreement by the Company and the
                  consummation of the transactions herein contemplated will not
                  result in a violation of the Company's articles of
                  incorporation or bylaws or to the knowledge of such counsel
                  result in a breach or violation of any of the terms and
                  provisions of, or constitute a default under, or result in the
                  creation or imposition of any lien, charge or encumbrance upon
                  any properties or assets of the Company under, any applicable
                  Federal or state statute, or under any indenture, mortgage,
                  deed of trust, note, loan agreement, lease, franchise,
                  license, permit or any other agreement or instrument known to
                  such counsel to which the Company is a party or by which it is
                  bound or to which any of the properties or assets of the
                  Company is subject, or any order, rule or regulation known to
                  such counsel of any court or public, regulatory or
                  governmental agency, authority or body having jurisdiction
                  over the Company or its properties, except, in the case of any
                  such violation, breach, default, creation or imposition, to
                  such extent as does not materially adversely affect the
                  business of the Company.

                                    (viii) To the knowledge of such counsel, (i)
                  there are no legal, governmental or regulatory proceedings
                  pending or threatened to which the Company is a party or of
                  which the business or properties of the Company is the subject
                  which (individually or in the aggregate) would have a material
                  adverse effect on the business or property of the Company or
                  on the ability of the Company to consummate the transactions
                  contemplated herein, and which are not disclosed in the
                  Registration Statement and Prospectus; (ii) there are no
                  contracts or documents of a character required to be described
                  in the Registration Statement or the Prospectus or to be filed
                  as an exhibit to the Registration Statement which are not
                  described therein or filed as required; (iii) the Company is
                  not a party or subject to the provisions of any injunction,
                  judgment, decree or order of any court or any public,
                  regulatory or governmental agency, authority or body which
                  would have a material adverse effect on the business or
                  property of the Company or on the ability of the Company to
                  consummate the transactions contemplated herein; and (iv)
                  there are no applicable Federal or state statutes, orders,
                  rules or regulations required to be described in the
                  Registration Statement or Prospectus under the Act, the 1934
                  Act or applicable state securities laws which are not
                  described therein as required.

                                    (ix) The Company holds all licenses,
                  certificates, permits, franchises, consents, authorizations
                  and approvals from all state and federal regulatory
                  authorities, that are required for the Company to conduct its
                  business as described in the Prospectus, except in the case of
                  any such license, certificate,

                                       16
<PAGE>   17
                  permit, franchise, consent, authorization or approval the loss
                  of which or failure to maintain would not have a material
                  adverse effect on the business of the Company.

                                    (x) The Company is not in violation of its
                  articles of incorporation and bylaws. The Company is not in
                  breach of, or in default with respect to, any provisions of
                  any agreement, mortgage, deed of trust, lease, note,
                  agreement, franchise, license, indenture, permit or other
                  instrument known to such counsel to which the Company is a
                  party or by which the Company or any of the properties thereof
                  may be bound or affected, which breach or default would have a
                  material adverse effect on the business or property of the
                  Company or on the Company's ability to consummate the
                  transactions contemplated herein, and the Company is in
                  material compliance with all judgments, decrees and orders of
                  any court to which the Company is subject, except where
                  noncompliance would not have a material adverse effect on the
                  business of the Company.

                                    (xi) The Company is not an "investment
                  company" within the meaning of the Investment Company Act of
                  1940, as amended.

                                    (xii) No holders of securities of the
                  Company have preemptive rights or other rights to purchase or
                  subscribe for shares of Common Stock or other securities of
                  the Company, nor any rights to require the Company to register
                  any securities under the Act in connection with the
                  transactions contemplated hereby.

                  Such counsel shall confirm that during the preparation of the
Registration Statement and Prospectus, such counsel participated in conferences
with officers and other representatives of the Company, representatives of the
independent certified public accountants for the Company and representatives of
the Underwriters and their counsel, at which time the contents of the
Registration Statement and Prospectus and related matters were discussed and
although such counsel is not opining with respect to and does not assume any
responsibility for the accuracy, truthfulness, completeness or fairness of the
statements contained in the Registration Statement or Prospectus, such counsel
confirms that no facts have come to their attention which have caused them to
believe that either (i) the Prospectus or any supplement thereto as of its date
(other than numerical, financial or statistical data, the financial statements
and notes or any related schedules thereto, as to which such counsel need
express no opinion or belief) contains any untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or (ii) the Registration Statement or any amendment
thereto at the time it became effective (other than numerical, financial or
statistical data, the financial statements and notes or any related schedules
thereto, as to which such counsel need express no opinion or belief) contains
any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.

                  In rendering the foregoing opinion, such counsel may expressly
state that it is qualified to render an opinion only as to matters involving the
Federal laws of the United States, the general corporation law of the State of
Delaware and may rely as to all matters of fact upon, among

                                       17
<PAGE>   18
other things, certificates and written statements of officers of the Company and
government officials and the representations and warranties of the Company
contained herein; provided that such counsel shall state that nothing has come
to the attention of such counsel that would reasonably cause such counsel to
believe that such counsel and the Underwriters are not justified in relying upon
such certificates, statements, representations and warranties.

                           (d) You shall have received on such Time of Delivery,
         from Bryan Cave LLP, counsel to the Underwriters, such opinion or
         opinions, dated such Time of Delivery with respect to corporate
         existence and good standing of the Company, the validity of the Shares,
         the Registration Statement, the Prospectus and other related matters as
         you may reasonably require; the Company shall have furnished to such
         counsel such documents as they reasonably request for the purpose of
         enabling them to opine with respect to such matters.

                           (e) On the date of the Prospectus and on each Time of
         Delivery, you shall have received from Ernst & Young, LLP a letter or
         letters, dated the date of the Prospectus and Time of Delivery,
         respectively, in form and substance reasonably satisfactory to you,
         providing confirmation that they are independent public accountants
         with respect to the Company within the meaning of the Act and the
         published Rules and Regulations, and the answer to Item 509 of
         Regulation S-K set forth in the Registration Statement is correct
         insofar as it relates to them, and providing a statement similar in
         substance to the one set forth in Schedule II hereto.

                           (f) Except as contemplated in the Prospectus, (i) the
         Company shall not have sustained since the date of the latest audited
         financial statements included in the Prospectus any loss or
         interference with its business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree; and (ii)
         subsequent to the respective dates as of which information is given in
         the Registration Statement and the Prospectus, the Company shall not
         have incurred any liability or obligation, direct or contingent, or
         entered into transactions, and there shall not have been any change in
         the capital stock or long-term debt of the Company or any change in the
         financial condition, net worth, business, management, or results of
         operations of the Company, the effect of which, in any such case
         described in clause (i) or (ii), is in your reasonable judgment so
         material or materially adverse as to make it impracticable to proceed
         with the public offering or the delivery of the Shares being delivered
         on such Time of Delivery on the terms and in the manner contemplated in
         the Prospectus.

                           (g) There shall not have occurred any of the
         following: (i) a suspension or material limitation in trading in
         securities generally on the New York Stock Exchange or the American
         Stock Exchange or the NNM or establishing on such exchanges or the NNM
         by the Commission or by such exchanges or the NNM of minimum or maximum
         prices which are not in force and effect on the date hereof; (ii) a
         general moratorium on commercial banking activities declared by either
         federal or state authorities; or (iii) the outbreak or escalation of
         hostilities involving the United States or the declaration by the

                                       18
<PAGE>   19
         United States of a national emergency or war, any calamity or crisis,
         material change in national, international or world affairs, natural
         disaster, material change in the international or domestic markets, or
         material change in the existing financial, political or economic
         conditions in the United States or elsewhere, or the enactment,
         publication, decree, or other promulgation of any federal or state
         statute, regulation, rule, or order of any court or other governmental
         authority, or the taking of any action by any federal, state or local
         government or agency in respect of fiscal or monetary affairs, if the
         effect of any such event specified in this clause (iii) is in your
         reasonable judgment so material or materially adverse as to make it
         impracticable to proceed with the public offering or the delivery of
         the Shares on the terms and in the manner contemplated in the
         Prospectus.

                           (h) As a condition precedent to the several
         obligations of the Underwriters to purchase and pay for the Shares
         being sold hereunder, you shall have received a certificate or
         certificates, dated the Time of Delivery and signed on behalf of the
         Company by the President and Chief Executive Officer and the Chief
         Financial Officer of the Company stating that: (A) such party has
         carefully examined the Registration Statement and the Prospectus as
         amended or supplemented and all documents incorporated by reference
         therein and nothing has come to such party's attention that would lead
         him to believe that either the Registration Statement or the
         Prospectus, or any amendment or supplement thereto or any documents
         incorporated by reference therein as of their respective effective,
         issue or filing dates, contained, and the Prospectus as amended or
         supplemented and all documents incorporated by reference therein and
         when read together with the documents incorporated by reference
         therein, at such Time of Delivery, contains any untrue statement of a
         material fact, or omits to state a material fact required to be stated
         therein or necessary in order to make the statements therein, in light
         of the circumstances under which they were made, not misleading;
         provided, however, that such party makes no representation, warranty or
         agreement as to information contained in or omitted from the
         Registration Statement, the Preliminary Prospectus or the Prospectus,
         or any such amendment or supplement thereto, in reliance upon, and in
         conformity with, written information furnished to the Company by or on
         behalf of the Underwriters specifically for use in the preparation of
         (i) the statements therein regarding over-allotment, stabilization or
         passive market making by the Underwriters, or (ii) the section thereof
         under the caption "Underwriting"; (B) all representations and
         warranties made herein by the Company are true and correct in all
         material respects at such Time of Delivery, with the same effect as if
         made on and as of such Time of Delivery, and all agreements herein
         required to be performed by the Company on or prior to such Time of
         Delivery have been duly performed in all material respects; and (C)
         such other matters as you may reasonably request.

                           (i) As a condition precedent to the several
         obligations of the Underwriters to purchase and pay for the Shares
         being sold hereunder, the Company shall not have failed, refused, or
         been unable, on or by such Time of Delivery to have performed in all
         material respects any agreement on its part required to be performed by
         it or any of the conditions herein contained and required to be
         performed or satisfied by it on or by such Time of Delivery.

                                       19
<PAGE>   20
                           (j) The Shares shall have been approved for trading
         or quotation upon official notice of issuance on the NNM under the
         symbol "TAKE," and on the Time of Delivery the Shares shall be trading
         or quoted under such symbol.

                           (k) As a condition precedent to the several
         obligations of the Underwriters to purchase and pay for the shares
         being sold hereunder, you shall have received, at or prior to the first
         Time of Delivery:

                                    (i) from each officer and each director of
                  the Company, and each record holder of shares of Common Stock
                  outstanding immediately prior to the first Time of Delivery,
                  an executed "lock-up" agreement in the form of Exhibit A
                  hereto; and

                                    (ii) from the Transfer Agent an
                  acknowledgment of the Company's instruction's described in
                  Section 5(p) of this Agreement.

                  All such opinions, certificates, letters and documents will be
in compliance with the provisions hereof only if they are reasonably
satisfactory to you and to Bryan Cave LLP, counsel for the several Underwriters.
The Company will furnish you with such conformed copies of such opinions,
certificates, letters and documents as you may reasonably request.

                  If any of the conditions specified above in this Section 6
shall not have been satisfied at or prior to the Time of Delivery or waived by
you in writing, this Agreement may be terminated by you on written notice to the
Company.

                  7.       INDEMNIFICATION.

                           (a) The Company will indemnify and hold harmless each
         Underwriter and its officers and directors and each person, if any, who
         controls any Underwriter within the meaning of the Act or the 34 Act,
         against any losses, claims, damages or liabilities, joint or several,
         to which such Underwriter, officer, director or controlling person may
         become subject, under the Act or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon an untrue statement or alleged untrue
         statement of a material fact contained in the Registration Statement,
         in any Preliminary Prospectus, in the Prospectus, or in any amendment
         or supplement thereto, or in any Blue Sky application or other document
         executed by the Company or based on any information furnished in
         writing by the Company and filed in any jurisdiction in order to
         qualify any or all of the Shares under (or obtain exemption from) the
         securities laws thereof (Blue Sky Application), or arise out of or are
         based upon the omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading; and will reimburse each Underwriter and each such officer,
         director and controlling person for any legal or other expenses
         reasonably incurred by such Underwriter, officer, director or
         controlling person in connection with investigating or defending any
         such loss, claim,

                                       20
<PAGE>   21
         damage, liability or action; provided, however, that the Company shall
         not be liable in any such case to the extent, but only to the extent,
         that any such loss, claim, damage or liability arises out of or is
         based upon an untrue statement or alleged untrue statement or omission
         or alleged omission that is: (i) contained in the Registration
         Statement, such Preliminary Prospectus, the Prospectus, or any such
         amendment or supplement thereto, or in such Blue Sky Application or
         such other document and (ii) both relates to and was made in reliance
         upon and in conformity with written information furnished to the
         Company by you or by any Underwriter through you, specifically for use
         in the preparation of: (a) the last paragraph of the cover page of the
         form of prospectus included in the Registration Statement, such
         Preliminary Prospectus or the Prospectus, or any such amendment or
         supplement thereto or (b) the statements therein regarding
         over-allotment, stabilization or passive market making by the
         Underwriters or (c) the section thereof under the caption Underwriting;
         and provided, further, that if any Preliminary Prospectus or the
         Prospectus contained any alleged untrue statement or allegedly omitted
         to state therein a material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading and such statement or
         omission shall have been corrected in a revised Preliminary Prospectus
         or in the Prospectus or in an amended or supplemented Prospectus, the
         Company shall not be liable to any Underwriter, officer, director or
         controlling person under this subsection (a) with respect to such
         alleged untrue statement or alleged omission to the extent that any
         such loss, claim, damage or liability of such Underwriter, officer,
         director or controlling person results from the fact that such
         Underwriter sold Shares to a person or entity to whom there was not
         sent or given, at or prior to the written confirmation of such sale,
         such revised Preliminary Prospectus or Prospectus or amended or
         supplemented Prospectus.

                           (b) Each Underwriter will indemnify and hold harmless
         the Company, each of its directors, each of its officers who have
         signed the Registration Statement, and each person, if any, who
         controls the Company within the meaning of the Act, against any losses,
         claims, damages or liabilities, joint or several, to which the Company
         or any such director, officer or controlling person may become subject,
         under the Act or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of any material
         fact contained in the Registration Statement, any Preliminary
         Prospectus, the Prospectus, any amendment or supplement thereto, or any
         Blue Sky Application or arise out of or are based upon the omission or
         the alleged omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein, in light of
         the circumstances under which they were made, not misleading, in each
         case to the extent, but only to the extent, that any such loss, claim,
         damage or liability arises out of or is based upon an untrue statement
         or alleged untrue statement or omission or alleged omission that is:
         (i) contained in the Registration Statement, such Preliminary
         Prospectus, the Prospectus, or any such amendment or supplement
         thereto, or in such Blue Sky Application or such other document and
         (ii) both relates to and was made in reliance upon and in conformity
         with written information furnished to the Company by you or by any
         Underwriter through you, specifically for use in the preparation of:
         (a) the last paragraph of the cover page of the form of prospectus
         included in the Registration Statement, such Preliminary Prospectus or
         the Prospectus, or any such amendment or supplement thereto or (b) the
         statements therein regarding over-allotment, stabilization or passive
         market making by the Underwriters or (c)

                                       21
<PAGE>   22
         the section thereof under the caption Underwriting; and each
         Underwriter will reimburse the Company and each such director, officer
         and controlling person for any legal or other expenses reasonably
         incurred by the Company or any such director, officer or controlling
         person in connection with investigating or defending any such loss,
         claim, damage, liability or action.

                           (c) Any party which proposes to assert the right to
         be indemnified under this Section 7 shall, within ten days after
         receipt of notice of commencement of any action, suit or proceeding
         against such party in respect of which a claim is to be made against an
         indemnifying party under this Section 7 notify each such indemnifying
         party of the commencement of such action, suit or proceeding, enclosing
         a copy of all papers served, but the omission so to notify such
         indemnifying party of any such action, suit or proceeding shall not
         relieve such indemnifying party from any liability which it may have to
         any indemnified party otherwise than under this Section 7. In case any
         such action, suit or proceeding shall be brought against any
         indemnified party and it shall notify the indemnifying party of the
         commencement thereof, the indemnifying party shall be entitled to
         participate in, and, to the extent that it shall wish, jointly with any
         other indemnifying party, similarly notified, to assume the defense
         thereof, with counsel reasonably satisfactory to such indemnified
         party, and after notice from the indemnifying party to such indemnified
         party of its election so to assume the defense thereof, the
         indemnifying party shall not be liable to such indemnified party for
         any legal or other expenses, other than reasonable costs of
         investigation, subsequently incurred by such indemnified party in
         connection with the defense thereof. The indemnified party shall have
         the right to employ its own counsel in any such action, but the fees
         and expenses of such counsel shall be solely at the expense of such
         indemnified party unless (i) the employment of counsel by such
         indemnified party at the expense of the indemnifying party has been
         authorized in writing by the indemnifying party, (ii) the indemnified
         party shall have been advised by such counsel in a written opinion that
         there may be a conflict of interest between the indemnifying party and
         the indemnified party in the conduct of the defense, or certain aspects
         of the defense, of such action (in which case the indemnifying party
         shall not have the right to direct the defense of such action with
         respect to those matters or aspects of the defense on which a conflict
         exists or may exist on behalf of the indemnified party) or (iii) the
         indemnifying party shall not in fact have employed counsel to assume
         the defense of such action, in any of which events the reasonable fees
         and expenses of such party to the extent applicable shall be borne by
         the indemnifying party. An indemnifying party shall not be liable for
         any settlement of any action or claim effected without its prior
         written consent. Each indemnified party, as a condition of such
         indemnity, shall furnish such information concerning itself or the
         claim in question as an indemnifying party may reasonably request in
         connection with the defense of such claim and shall cooperate in good
         faith with the indemnifying party in the defense of any such action or
         claim.

                           (d) If the indemnification provided for in this
         Section 7 is for any reason, other than pursuant to the terms hereof,
         judicially determined (by the entry of a final judgment or decree by a
         court of competent jurisdiction and upon the expiration of time to
         appeal or the denial of the last right to appeal) to be unavailable to
         an indemnified party

                                       22
<PAGE>   23
         under paragraphs (a), (b) or (c) above in respect of any losses,
         claims, damages or liabilities (or actions in respect thereof) referred
         to therein, then each indemnifying party shall, in lieu of indemnifying
         such indemnified party, contribute to the amount paid or payable by
         such indemnified party as a result of such losses, claims, damages or
         liabilities (or actions in respect thereof) in such proportion as is
         appropriate to reflect the relative benefits received by the Company
         and the Underwriters from the offering of the Shares. If, however, the
         allocation provided by the immediately preceding sentence is not
         permitted by applicable law, then each indemnifying party shall
         contribute to such amount paid or payable by such indemnified party in
         such proportion as is appropriate to reflect not only such relative
         benefits but also the relative fault, as applicable, of the Company and
         the Underwriters in connection with the statements or omissions which
         resulted in such losses, claims, damages or liabilities (or actions in
         respect thereof), as well as other relevant equitable considerations.
         The relative benefits received by, as applicable, the Company and the
         Underwriters shall be deemed to be in the same proportion as the total
         net proceeds from the offering (before deducting expenses) received by
         the Company bear to the total underwriting discounts and commissions
         received by the Underwriters, in each case as set forth in the table on
         the cover page of the Prospectus. The relative fault shall be
         determined by reference to, among other things, whether the untrue
         statement of a material fact or the omission or alleged omission to
         state a material fact relates to information supplied by the Company or
         the Underwriters and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company and the Underwriters agree that it would not be
         just and equitable if contributions pursuant to this paragraph 4 were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take account of the equitable considerations
         referred to above in this Subsection (d). The amount paid or payable by
         an indemnified party as a result of the losses, claims, damages or
         liabilities (or actions in respect thereof) referred to above in this
         Subsection (d) shall be deemed to include any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this Subsection (d), no Underwriter shall be required
         to contribute any amount in excess of the aggregate underwriting
         discounts and commissions applicable to the Shares purchased by such
         Underwriter. No person guilty of fraudulent misrepresentation (within
         the meaning of Section 11(f) of the Act) shall be entitled to
         contribution from any person who was not guilty of such fraudulent
         misrepresentation. The Underwriters' obligations in this Subsection (d)
         to contribute are several in proportion to their respective
         underwriting obligations and not joint.

                  8. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties, and agreements of the Company contained in Sections
4, 5, 7, and 11, herein or in certificates delivered pursuant hereto, and the
agreements of the Underwriters contained in Sections 7 and 11 hereof, and the
liability of a defaulting Underwriter, if any, pursuant to Section 9 hereof,
shall remain operative and in full force and effect regardless of any
termination or cancellation of this Agreement or any investigation made by or on
behalf of any Underwriter or any controlling person thereof, the Company or any
of its officers, directors or any controlling person thereof, and shall survive
delivery of the Shares to the Underwriters hereunder.

                                       23
<PAGE>   24
                  9.       SUBSTITUTION OF UNDERWRITERS.

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

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

                           (c) If, after giving effect to any arrangements for
         the purchase of the Shares of a defaulting Underwriter or Underwriters
         made by you or the Company as provided in subsection (a) above, the
         number of Shares which remains unpurchased exceeds one tenth of the
         total Shares to be sold on the Time of Delivery, or if the Company
         shall not exercise the right described in subsection (b) above to
         require the non-defaulting Underwriters to purchase the unpurchased
         Shares of the defaulting Underwriter or Underwriters, then this
         Agreement shall thereupon terminate, without liability on the part of
         any non-defaulting Underwriter or the Company, except for the expenses
         to be borne by the Company and the Underwriters as provided in Section
         11 hereof and the indemnity and contribution agreements in Section 7
         hereof; but nothing herein shall relieve a defaulting Underwriter from
         liability for its default.

                                       24
<PAGE>   25
                  10.      EFFECTIVE DATE AND TERMINATION.

                           (a) This Agreement shall become effective at _____
         a.m., Phoenix, Arizona time, on the first business day following the
         effective date of the Registration Statement, or at such earlier time
         after the effective date of the Registration Statement as you in your
         discretion shall first release the Shares for offering to the public;
         provided, however, that the provisions of Section 7 and Section 11
         shall at all times be effective. For the purposes of this Section
         10(a), the Shares shall be deemed to have been released to the public
         upon release by you of the publication of a newspaper advertisement
         relating to the Shares or upon release of telegrams, facsimile
         transmissions or letters offering the Shares for sale to securities
         dealers, whichever shall first occur.

                           (b) This Agreement may be terminated by you at any
         time before it becomes effective in accordance with Section 10(a) by
         notice to the Company; provided, however, that the provisions of this
         Section 10(a) and of Section 7 and Section 11 hereof shall at all times
         be effective. In the event of any termination of this Agreement
         pursuant to Section 10(a) or this Section 10(b) hereof, the Company
         shall not then be under any liability to any Underwriter except as
         provided in Section 7 or Section 11 hereof.

                           (c) This Agreement may be terminated by you at any
         time at or prior to the First Time of Delivery by notice to the Company
         if any condition specified in Section 6 hereof required to be satisfied
         by the Company shall not have been satisfied by the Company in all
         material respects on or prior to the First Time of Delivery. Any such
         termination shall be without liability of any party to any other party
         except as provided in Sections 7 and Section 11 hereof.

                           (d) This Agreement also may be terminated by you, by
         notice to the Company, as to any obligation of the Underwriters to
         purchase the Option Shares, if any condition specified in Section 6
         hereof shall not have been satisfied by the Company in all material
         respects at or prior to the Second Time of Delivery or as provided in
         Section 9 of this Agreement.

         If you terminate this Agreement as provided in Sections 10(b), 10(c) or
10(d), you shall notify the Company in writing or by telephone or telegram,
confirmed by letter.

                  11.      COSTS AND EXPENSES; NON-ACCOUNTABLE EXPENSE
                           ALLOWANCE.

                           (a) The Company will bear and pay the costs, fees and
         expenses incident to the registration of the Shares and public offering
         thereof, including, without limitation, (a) the fees and expenses of
         the Company's accountants and the fees and expenses of counsel for the
         Company, (b) the preparation, printing, filing, delivery and shipping
         of the Registration Statement, each Preliminary Prospectus, the
         Prospectus and any amendments or supplements thereto and the printing,
         delivery and shipping of this Agreement, the Agreement Among
         Underwriters, the Selected Dealer Agreement, Underwriters'
         Questionnaires and Powers of Attorney and any Blue Sky Memoranda, to
         the Underwriters, (c) the furnishing of copies of such documents, (d)
         the registration or qualification (or

                                       25
<PAGE>   26
         obtaining exemption therefrom) of the Shares for offering and sale
         under the securities laws of the various states, including the
         reasonable fees and disbursements of Underwriters' counsel relating
         thereto, (e) the fees payable to the NASD and the Commission in
         connection with their review of the proposed offering of the Shares,
         (f) all printing and engraving costs related to preparation of the
         certificates for the Shares, including transfer agent and registrar
         fees, (g) all initial transfer taxes, if any, (h) all fees and expenses
         relating to the authorization of the Shares for trading on the NNM, (i)
         all travel expenses, including air fare and accommodation expenses, of
         representatives of the Company and the Underwriters in connection with
         the offering of the Shares and (j) all of the other costs and expenses
         incident to the performance by the Company of the registration and
         offering of the Shares; provided, however, that the Underwriters will
         bear and pay all of the fees and expenses of the Underwriters' counsel
         (other than fees and disbursements relating to the registration or
         qualification of the Shares for offering and sale under the securities
         laws of the various states), and any advertising costs and expenses
         incurred by the Underwriters incident to the public offering of the
         Shares.

                           (b) We shall also pay you a non-accountable expense
         allowance in an amount equal to 1.75% of the aggregate gross "price to
         the public" of the Shares as set forth on the outside front cover page
         of the Prospectus with respect to the Firm Shares and the Option Shares
         purchased by the several Underwriters pursuant to this Agreement. Such
         non-accountable expenses allowance will be due and payable with respect
         to the Firm Shares at the First Time of Delivery and with respect to
         any Option Shares at the Time of Delivery therefor. We shall deduct or
         set-off from such non-accountable expense allowance payable to you any
         amounts which we advanced to you pursuant to that letter of intent
         between us relating to the offering contemplated hereby wherein we
         agreed to advance you up to an aggregate of $30,000 in $15,000
         increments.

         If this Agreement is terminated by you in accordance with the
provisions of Section 10(c), the Company shall reimburse the Underwriters for
all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel to the Underwriters.

                  12. NOTICES. All notices or communications hereunder, except
as herein otherwise specifically provided, shall be in writing and if sent to
the Underwriters shall be mailed, delivered, sent by facsimile transmission, or
telegraphed and confirmed c/o:

                  Paradise Valley Securities, Inc.
                  1811 North Tatum Boulevard, Suite 4040
                  Phoenix, Arizona  85028
                  Attention:  Corporate Finance
                  Facsimile:  (602) 953-7989

                  or if sent to the Company shall be mailed, delivered, sent by
facsimile transmission, or telegraphed and confirmed to the Company at:

                                       26
<PAGE>   27
                  Takes.com, Inc.
                  3655 Nobel Drive, Suite 340
                  San Diego, California 92122
                  Attention:  President
                  Facsimile:  (609)

                  Notice to any Underwriter pursuant to Section 7 shall be
mailed, delivered, sent by facsimile transmission, or telegraphed and confirmed
to such Underwriter's address as it appears in the Underwriters' Questionnaire
furnished in connection with the offering of the Shares or as otherwise
furnished to the Company. Any party hereto may change such address or facsimile
number for notices by sending to the other parties to this Agreement written
notice of a new address or facsimile number for such purpose.

                  13. PARTIES. This Agreement shall inure to the benefit of and
be binding upon the Company, the Underwriters and their respective successors
and assigns. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, corporation, partnership or other entity,
other than the parties hereto and their respective successors and assigns and
the controlling persons, officers and directors referred to in Section 7, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained; this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and assigns and
said controlling persons and said officers and directors, and for the benefit of
no other person, corporation, partnership or other entity. No purchaser of any
of the Shares from any Underwriter shall be construed a successor or assign
hereunder by reason merely of such purchase.

                  In all dealings with the Company under this Agreement you
shall act on behalf of each of the several Underwriters, and the Company shall
be entitled to act and rely upon any statement, instruction, demand, request,
notice or agreement on behalf of the Underwriters, made or given by you on
behalf of the Underwriters, as if the same shall have been made or given in
writing by all of the Underwriters.

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

                  15. PRONOUNS. Whenever a pronoun of any gender or number is
used herein, it shall, where appropriate, be deemed to include any other gender
and number.

                  16. 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.

                  17. GENERAL. This Agreement constitutes the entire agreement
of the parties to this Agreement and supersedes all prior written and oral
agreements and all contemporaneous oral agreements, undertakings and
negotiations with respect to the subject matter hereof. The section headings in
this Agreement are for the convenience of the parties only and will not affect
the

                                       27
<PAGE>   28
construction or interpretation of this Agreement. This Agreement may be amended
or modified, and the observance of any term of this Agreement may be waived,
only by a writing signed by the Company, and by you or, in the case of a waiver,
by the party waiving compliance.

                  18. APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Arizona without giving
effect to the provisions thereof regarding the choice of law.

         If the foregoing is in accordance with your understanding, please so
indicate in the space provided below for such purpose, whereupon this letter
shall constitute a binding agreement among the Company, and the Underwriters.

                                                     TAKES.COM, INC.



                                                     By:
                                                     Name:
                                                     Title:


Accepted in                                 ,
                   as of the date first
above written, on behalf of ourselves and
each of the several Underwriters
named in Schedule I hereto.

PARADISE VALLEY SECURITIES, INC.,
  As Representative for the Several Underwriters



By:
Name:
Title:


                                       28
<PAGE>   29
SCHEDULE I


Name                                                   Number of Shares
Paradise Valley Securities, Inc.                       ----------

                                                       ----------

         Total                                         ==========








                                       29
<PAGE>   30
                                   SCHEDULE II



         Pursuant to Section 6(f) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

                  1. They are independent certified public accountants with
respect to the Company within the meaning of the Act and the applicable Rules
and Regulations thereunder.

                  2. In their opinion, the financial statements and any
supplementary financial information and schedules (and, if applicable,
prospective financial statements and/or pro forma financial information)
examined by them and included in the Prospectus or the Registration Statement
comply as to form with the applicable accounting requirements of the Act and the
Rules and Regulations with respect to registration statements on Form S-1; and,
if applicable, they have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the interim
financial statements, selected financial data, pro forma financial information,
prospective financial statements and/or condensed financial statements derived
from audited financial statements of the Company for the periods specified in
such letter, as indicated in their reports thereon, copies of which have been
furnished to the Representative of the Underwriters (the "Representative").

                  3. The unaudited selected financial information with respect
to the consolidated results of operations and financial position of the Company
for the fiscal years included in the Prospectus agrees with the corresponding
amounts (after restatements where applicable) in the audited consolidated
financial statements for such years which were included in the Prospectus.

                  4. They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and on the
basis of limited procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that cause them to believe
that this information does not conform in all material respects with the
disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of
Regulation S-K

                  5. On the basis of a reading of the unaudited financial
statements, pro forma financial statements, if any, and other information
contained in the Prospectus, a reading of the latest available interim financial
statements of the Company, inspection of the minute books of the Company since
the date of the latest audited financial statements included in the Prospectus,
inquiries of officials of the Company responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:

                           (a) any of the above unaudited financial statements
         or other information contained in the Prospectus do not comply as to
         form with the accounting requirements of the Rules and Regulations or
         that such unaudited financial statements are not fairly

                                       30
<PAGE>   31
         presented in conformity with generally accepted accounting principles
         applied on a basis substantially consistent with the audited financial
         statements;

                           (b) as of a specified date not more than two days
         prior to the date of such letter, there have been any changes in the
         capital stock or any increase in the indebtedness of the Company, or
         any increases or decreases in net current assets or net assets or any
         changes in any other items specified by the Representative, in each
         case as compared with amounts shown in the latest balance sheet
         included in the Prospectus, except in each case for changes, increases
         or decreases which the Prospectus discloses have occurred or may occur
         or which are described in such letter; or

                           (c) for the period from the date of the latest
         financial statements included in the Prospectus to the specified date
         referred to in clause (B) above there were any decreases in revenues or
         the total or per share amounts of net income, or any other changes in
         any items specified by the Representative, in each case as compared
         with the comparable period of the preceding year and with any other
         period of corresponding length specified by the Representative, except
         in each case for changes or decreases which the Prospectus discloses
         have occurred or may occur or which are described in such letter.

In addition to the audit referred to in their report(s) included in the
Prospectus and the limited procedures, inspection of minute books, inquiries and
other procedures referred to in paragraph 5 above, they have carried out certain
specified procedures, not constituting an audit in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representative, which are derived from
the general accounting records of the Company for the periods covered by their
reports and any interim or other periods since the latest period covered by
their reports, which appear in the Prospectus, or in Part II of, or in exhibits
and schedules to, the Registration Statement specified by the Representative,
and have compared certain of such amounts, percentages and financial information
with the accounting records of the Company and have found them to be in
agreement.




                                       31
<PAGE>   32
                                    EXHIBIT A


                            Form of Lock-up Agreement

                           _____________________, 1999


Paradise Valley Securities, Inc.
  As Representative of the Several Underwriters
11811 N. Tatum Blvd. Suite 4040
Phoenix, Arizona  85028

         Re:      Takes.com, Inc. Public Offering

Ladies and Gentlemen:

         I am an officer, director and/or holder of 5% or more of the shares of
common stock of Takes.com, Inc. (the "Company"). I hereby agree and represent to
you that, without the prior written consent of Paradise Valley Securities, Inc.,
I will not directly or indirectly make or cause any offering, sale, short sale,
transfer, pledge, hypothecation or other disposition of any shares of the
Company's common stock or other securities convertible, exercisable or
exchangeable for the Company's common stock or derivative of common stock which
I own either of record or beneficially, and of which I have the power to control
the disposition, or request the registration of any of the foregoing, from this
date to a date ___ days after the effective date of the Company's Registration
Statement on Form S-1, File No. 333-78261, filed with the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.
I may, however, make gifts of shares of the Company's common stock during such
period after the effective date of the Registration Statement if the donee
agrees in writing to be bound by the terms of this agreement for the remainder
of the ___ day period. I recognize that you and the Company are relying on my
representations and agreement contained herein in entering into the underwriting
arrangements with respect to the offering contemplated by such Registration
Statement.

                                    Very truly yours,

                                    ____________________________________________
                                                      (Signature)

                                    Print Name: ________________________________


                                      A-1