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                                                                     Exhibit 1.1


                             SALESLOGIX CORPORATION

                                    SHARES(1)

                                  COMMON STOCK


                             UNDERWRITING AGREEMENT

                                                                  _____ __, 1999


HAMBRECHT & QUIST LLC
BANCBOSTON ROBERTSON STEPHENS
U.S. BANCORP PIPER JAFFRAY
  CHARLES SCHWAB & CO., INC.
  c/o Hambrecht & Quist LLC
  One Bush Street
  San Francisco, CA 94104

Ladies and Gentlemen:

      SalesLogix Corporation, a Delaware corporation (herein called the
Company), proposes to issue and sell _______ shares of its authorized but
unissued Common Stock, $.001 par value (herein called the Common Stock),
proposes to sell an aggregate of _______ shares of Common Stock of the Company
(said ______ shares of Common Stock being herein called the Underwritten Stock).
The Company proposes to grant to the Underwriters (as hereinafter defined) an
option to purchase up to _________ additional shares of Common Stock (herein
called the Option Stock and with the Underwritten Stock herein collectively
called the Stock). The Common Stock is more fully described in the Registration
Statement and the Prospectus hereinafter mentioned.

      The Company hereby confirms the agreements made with respect to the
purchase of the Stock by the several underwriters, for whom you are acting,
named in Schedule I hereto (herein collectively called the Underwriters, which
term shall also include any underwriter purchasing Stock pursuant to Section
3(b) hereof). You represent and warrant that you have been authorized by each of
the other Underwriters to enter into this Agreement on its behalf and to act for
it in the manner herein provided.

      1. REGISTRATION STATEMENT. The Company has filed with the Securities and
Exchange Commission (herein called the Commission) a registration statement on
Form S-1 (No. 33-75353), including the related preliminary prospectus, for the
registration under the Securities Act of 1933, as amended (herein called the
Securities Act) of the Stock. Copies of such registration statement and of each
amendment thereto, if any, including the related preliminary prospectus (meeting
the requirements of Rule 430A of the rules and regulations of the Commission)
heretofore filed by the Company with the Commission have been delivered to you.

      The term Registration Statement as used in this agreement shall mean such
registration statement, including all exhibits and financial statements, all
information omitted therefrom in reliance upon Rule 430A and contained in the
Prospectus referred to below, in the form in which it became effective, and any
registration statement filed pursuant to Rule 462(b) of the rules and
regulations of the Commission with respect to the Stock (herein called a Rule
462(b) registration statement), and, in the event of any amendment thereto after
the effective date of such registration statement (herein called the Effective
Date), shall also mean (from and after the effectiveness of such amendment) such
registration statement as so amended (including any Rule 462(b) registration
statement). The term Prospectus as used in this Agreement shall mean the
prospectus relating to the Stock first filed with the Commission pursuant to
Rule 424(b) and Rule 430A (or if no such filing is required, as included in the
Registration Statement) and, in the event of any supplement or amendment to such
prospectus after the Effective Date, shall also mean (from and after the filing
with the Commission of such supplement or the effectiveness of such amendment)
such prospectus as so supplemented or amended. The term Preliminary Prospectus
as used in this Agreement shall mean each preliminary prospectus included in
such registration statement prior to the time it becomes effective.


--------

(1)   Plus an option to purchase from the Company up to ___________additional
      shares to cover over-allotments.
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      The Registration Statement has been declared effective under the
Securities Act, and no post-effective amendment to the Registration Statement
has been filed as of the date of this Agreement. The Company has caused to be
delivered to you copies of each Preliminary Prospectus and has consented to the
use of such copies for the purposes permitted by the Securities Act.

      2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants as follows:

            (a) Each of the Company and its subsidiaries has been duly
      incorporated and is validly existing as a corporation in good standing
      under the laws of the jurisdiction of its incorporation, has full
      corporate power and authority to own or lease its properties and conduct
      its business as described in the Registration Statement and the Prospectus
      and as being conducted, and is duly qualified as a foreign corporation and
      in good standing in all jurisdictions in which the character of the
      property owned or leased or the nature of the business transacted by it
      makes qualification necessary (except where the failure to be so qualified
      would not have a material adverse effect on the business, properties,
      financial condition or results of operations of the Company and its
      subsidiaries, taken as a whole).

            (b) The execution and delivery of the Agreement and Plan of Merger
      dated as of April 30, 1999 (the "Merger Agreement") between Enact
      Incorporated, an Ohio corporation ("Enact"), and the Company effecting the
      merger of Enact with and into a wholly-owned subsidiary of the Company,
      was authorized by all necessary corporate action on the part of each of
      Enact and the Company. Each of Enact and the Company had all corporate
      power and authority to execute and deliver the Merger Agreement, to file
      the Merger Agreement with the Secretary of State of Ohio and the Secretary
      of State of Delaware and to consummate the transactions contemplated by
      the Merger Agreement. The Merger Agreement at the time of execution and
      filing constituted a binding obligation of each of Enact and the Company,
      enforceable in accordance with its terms, and the transactions
      contemplated by the Merger Agreement have been consummated in accordance
      with its terms.

            (c) Except as disclosed in the Prospectus, all of the issued shares
      of capital stock of each subsidiary of the Company have been duly and
      validly authorized and issued, are fully paid and non-assessable, are
      owned directly by the Company, free and clear of all liens, encumbrances,
      equities or claims and were issued in compliance with all federal and
      state securities laws.

            (d) Since the respective dates as of which information is given in
      the Registration Statement and the Prospectus, there has not been any
      materially adverse change in the business, properties, financial condition
      or results of operations of the Company and its subsidiaries, taken as a
      whole, whether or not arising from transactions in the ordinary course of
      business, other than as set forth in the Registration Statement and the
      Prospectus, and since such dates, except in the ordinary course of
      business, neither the Company nor any of its subsidiaries has entered into
      any material transaction not referred to in the Registration Statement and
      the Prospectus.

            (e) The Registration Statement and the Prospectus comply, and on the
      Closing Date (as hereinafter defined) and any later date on which Option
      Stock is to be purchased, the Prospectus will comply, in all material
      respects, with the provisions of the Securities Act and the Securities
      Exchange Act of 1934, as amended (herein called the Exchange Act) and the
      rules and regulations of the Commission thereunder; on the Effective Date,
      the Registration Statement did not contain any untrue statement of a
      material fact and did not omit to state any material fact required to be
      stated therein or necessary in order to make the statements therein not
      misleading; and, on the Effective Date the Prospectus did not and, on the
      Closing Date and any later date on which Option Stock is to be purchased,
      will not contain any untrue statement of a material fact or omit to state
      any material fact necessary in order to make the statements therein, in
      the light of the circumstances under which they were made, not misleading;
      provided, however, that none of the representations and warranties in this
      subparagraph (e) shall apply to statements in, or omissions from, the
      Registration Statement or the Prospectus made in reliance upon and in
      conformity with information herein or otherwise furnished in writing to
      the Company by or on behalf of the Underwriters for use in the
      Registration Statement or the Prospectus.

            (f) The Commission has not issued any order preventing or suspending
      the use of any Preliminary Prospectus relating to the proposed offering of
      the Stock nor instituted or, to the knowledge of the Company, threatened
      instituting proceedings for that purpose.


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            (g) The shares of Common Stock are duly and validly authorized, is
      (or, in the case of shares of the Stock to be sold by the Company, will
      be, when issued and sold to the Underwriters as provided herein) duly and
      validly issued, fully paid and nonassessable , have been issued in
      compliance with all federal and state securities laws, were not issued in
      violation of any preemptive right, resale right, right of first refusal or
      similar right, and conform to the description thereof in the Prospectus.
      No further approval or authority of the stockholders or the Board of
      Directors of the Company will be required for the issuance and sale of the
      Stock as contemplated herein.

            (h) The Stock to be issued and sold by the Company has been approved
      for listing on the Nasdaq National Market, subject only to official notice
      of issuance.

            (i) The consolidated financial statements of the Company, together
      with related notes and schedules as set forth in the Registration
      Statement ("Company Financial Statements"), present fairly the financial
      position and the results of operations of the Company and its
      subsidiaries, taken as a whole, at the indicated dates and for the
      indicated periods. The financial statements of Opis Corporation, a wholly
      owned subsidiary of the Company ("Opis"), now known as SupportLogix
      Express, Inc., together with related notes and schedules as set forth in
      the Registration Statement ("Opis Financial Statements"), present fairly
      the financial position and the results of operations of Opis, at the
      indicated dates and for the indicated periods. The financial statements of
      Enact Incorporated, a wholly owned subsidiary of the Company ("Enact"),
      together with related notes and schedules as set forth on the Registration
      Statement ("Enact Financial Statements"), present fairly the financial
      position and results of operations of Enact, at the indicated dates and
      for the indicated periods. The pro forma condensed consolidated financial
      statements of the Company, together with related notes and schedules as
      set forth in the Registration Statement, present fairly the pro forma
      financial information required by Article 11 of Regulation S-X of the
      Securities and Exchange Commission at the indicated dates and for the
      indicated periods. The financial statements, schedules and related notes
      of the Company, Opis and Enact have been prepared in accordance with
      generally accepted accounting principles, consistently applied through the
      period involved, except as may be otherwise stated therein, and all
      adjustments necessary for a fair presentation of results for such periods
      have been made.

            (j) Neither the Company nor any of its subsidiaries is in violation
      or default under any provision of their respective charter documents or
      bylaws, as currently in effect, or any indenture, license, mortgage,
      lease, franchise, permit, deed of trust or other agreement or instrument
      to which the Company or any of its subsidiaries is a party or by which the
      Company or any of its subsidiaries or their respective properties is bound
      or may be affected, except where such violation or default would not have
      a material adverse effect on the business, financial condition or results
      of operations of the Company and its subsidiaries taken as a whole.

            (k) The Company has full legal right, power and authority to enter
      into this Agreement and perform the transactions contemplated hereby. This
      Agreement has been duly authorized, executed and delivered by the Company
      and is a valid and binding agreement on the part of the Company,
      enforceable in accordance with its terms, except as rights to indemnity
      and contribution hereunder may be limited by applicable laws and except as
      the enforcement hereof may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting
      creditors' rights generally, or by general equitable principles.

            (l) The execution and performance of this Agreement and the
      consummation of the transactions herein contemplated do not and will not
      conflict with or result in a breach of, or violation of, any of the terms
      or provisions of, or constitute, either by itself or upon notice or the
      passage of time or both, a default under, any indenture, license,
      mortgage, lease, franchise, permit, deed of trust or other agreement or
      instrument to which the Company or any of its subsidiaries is a party or
      by which the Company or any of its subsidiaries or their respective
      properties is bound or may be affected, except where such breach,
      violation or default would not have a materially adverse effect on the
      business, financial condition or results of operations of the Company and
      its subsidiaries taken as a whole, or


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<PAGE>   4
      violate any of the provisions of the certificate or articles of
      incorporation or bylaws, as applicable, each as amended, of the Company or
      any of its subsidiaries or violate any order, judgment, statute, rule or
      regulation applicable to the Company or any of its subsidiaries of any
      court or of any regulatory, administrative or governmental body or agency
      having jurisdiction over the Company, any of its subsidiaries or their
      respective properties.

            (m) There are no legal or governmental proceedings pending or, to
      the Company's knowledge, threatened to which the Company or any of its
      subsidiaries is a party or to which any of the properties of the Company
      or its subsidiaries is subject that are required to be described in the
      Registration Statement or the Prospectus and are not so described or any
      statutes, regulations, contracts or other documents that are required to
      be described in the Registration Statement or the Prospectus or to be
      filed as exhibits to the Registration Statement that are not described or
      filed as required. The contracts so described in the Prospectus are in
      full force and effect on the date hereof except as disclosed therein; and
      neither the Company nor any of its subsidiaries nor, to the Company's
      knowledge any other party, is in violation or breach of or default under
      any of such contracts where such breach, violation or default would have
      a material adverse effect on the business, financial condition or results
      of operations of the Company and its subsidiaries taken as a whole.

            (n) The Company and its subsidiaries possess all consents,
      approvals, orders, certificates, authorizations and permits issued by, and
      has made all declarations and filings with, all appropriate federal, state
      or foreign governmental and self-regulatory authorities and all courts and
      other tribunals and all required state agencies in connection with
      applicable franchise laws, regulations and requirements necessary to
      conduct their respective businesses and to own, lease, license and use
      their properties in the manner described in the Prospectus, except to the
      extent that the failure to obtain or file would not have a material
      adverse effect on the Company and its subsidiaries, taken as a whole, and
      neither the Company nor its subsidiaries has received any notice of
      proceedings related to the revocation or modification of any such consent,
      approval, order, certificate, authorization or permit that, singly or in
      the aggregate, could reasonably be expected to result in a material
      adverse change in the condition, financial or otherwise, or in the
      earnings, business or operations of the Company and its subsidiaries,
      taken as a whole.

            (o) The Company and each of its subsidiaries (i) are in compliance
      with any and all applicable foreign, federal, state and local laws and
      regulations relating to the protection of human health and safety, the
      environment or hazardous or toxic substances or wastes, pollutants or
      contaminants ("Environmental Laws"), (ii) have received all permits,
      licenses or other approvals required of them under applicable
      Environmental Laws with respect to its business as conducted and as
      proposed to be conducted in the Registration Statement and (iii) are in
      compliance with all terms and conditions of any such permit, license or
      approval, except where such noncompliance with Environmental Laws, failure
      to receive required permits, licenses or other approvals or failure to
      comply with the terms and conditions of such permits, licenses or
      approvals would not, singly or in the aggregate, have a material adverse
      effect on the Company or its subsidiaries, taken as a whole. There are no
      costs or liabilities associated with Environmental Laws (including,
      without limitation, any capital or operating expenditures required for
      clean-up, closure of properties or compliance with Environmental Laws or
      any permit, license or approval, any related constraints on operating
      activities and any potential liabilities to third parties) which would,
      singly or in the aggregate, have a material adverse effect on the Company
      and its subsidiaries, taken as a whole.

            (p) Neither the Company nor any of its subsidiaries owns any real
      properties. The Company and each of its subsidiaries has good and
      marketable title to all personal property that they respectively own free
      and clear of all liens, encumbrances and defects except such as are
      described in the Registration Statement or the Prospectus or such as do
      not materially affect the value of such property and do not interfere with
      the use made and proposed to be made of such property by the Company or
      its subsidiaries; and any real property and buildings held under lease by
      the Company or its subsidiaries are held under valid, subsisting and
      enforceable leases with such exceptions as are not material and do not
      interfere with the use made and proposed to be made of such property and
      buildings by the Company or its subsidiaries.

             (q) The Company has not taken and will not take, directly or
      indirectly, any action designed to cause or result in, or which
      constitutes or which might reasonably be expected to constitute, the
      stabilization or manipulation of the price of the shares of Common Stock
      to facilitate the sale or resale of the Stock.

            (r) The Company and each of its subsidiaries owns or possesses
      adequate rights to use, all material patents, patent rights, licenses,
      inventions, copyrights, know-how (including trade secrets and other
      unpatented and/or unpatentable proprietary or confidential information,
      systems or procedures), trademarks, service marks and trade names
      currently employed by them in connection with the business now operated by
      them, and, except as described in the Prospectus, neither the Company nor
      its subsidiaries has received any notice of infringement of or conflict
      with asserted rights of others with


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      respect to any of the foregoing which, singly or in the aggregate, if the
      subject of an unfavorable decision, ruling or finding, would result in any
      material adverse change in the condition, financial or otherwise, or in
      the earnings, business or operations of the Company or its subsidiaries,
      taken as a whole. Except as disclosed in the Prospectus, the discoveries,
      inventions, products or processes of the Company and its subsidiaries
      referred to in the Prospectus do not, to the knowledge of the Company or
      any of its subsidiaries, infringe or conflict with any right or patent of
      any third party, or any discovery, invention, product or process which is
      the subject of a patent application filed by a third party, known to the
      Company or any of its subsidiaries, which such infringement or conflict
      could result in any material adverse change in the condition, financial or
      otherwise, or in the earnings, business or operations of the Company or
      its subsidiaries, taken as a whole. The expiration of any patents, patent
      rights, trade secrets, trademarks, service marks, trade names, copyrights
      or other intellectual property rights would not have a material adverse
      effect on the condition, or in the earnings, business or operations of the
      Company or its subsidiaries, taken as a whole.

            (s) The Company is in compliance, in all material respects, with
      all presently applicable provisions of the Employee Retirement Income
      Security Act of 1974, as amended, including the regulations and published
      interpretations thereunder ("ERISA"); no "reportable event" (as defined in
      ERISA) has occurred with respect to any "pension plan" (as defined in
      ERISA) for with the Company would have any liability; the Company has not
      incurred and does not expect to incur liability under (i) Title IV or
      ERISA with respect to termination of, or withdrawal from, any "pension
      plan" or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986,
      as amended, including the regulations and published interpretations
      thereunder (the "Code"); and each "pension plan" for which the Company
      would have any liability that is intended to be qualified under Section
      401(a) of the Code is so qualified and nothing has occurred, whether by
      action or failure to act, that would cause the loss of such qualification.

             (t) The Company is not and, after giving effect to the offering
      and sale of the Stock and the application of the proceeds thereof as
      described in the Prospectus, will not be an "investment company" or an
      entity "controlled" by an "investment company" as such terms are defined
      in the Investment Company Act of 1940, as amended.

            (u) There is no owner of any securities of the Company who has any
      right, not effectively satisfied or waived, to require registration of any
      shares of capital stock of the Company in connection with the filing of
      the Registration Statement or the sale of any shares thereunder. There are
      no contracts, agreements or understandings between the Company and any
      person granting such person the right to require the Company to file a
      registration statement under the Securities Act with respect to any
      securities of the Company or to require the Company to include such
      securities with the Stock registered pursuant to the Registration
      Statement, except in each case as described in the Prospectus.

            (v) The Company and its subsidiaries maintain a system of internal
      accounting controls sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management's general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principals of the United States and to maintain asset
      accountability; (iii) access to assets is permitted only in accordance
      with management's general or specific authorization; and (iv) the recorded
      accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

            (w) No material labor dispute with employees of the Company or any
      of its subsidiaries or franchisees exists or to the knowledge of the
      Company is imminent, and, without conducting any independent
      investigation, the Company is not aware of any written communication of
      any existing, threatened or imminent labor disturbance by the employees of
      any of its principal suppliers, manufacturers or contractors that could
      result in any material adverse change in the condition, financial or
      otherwise, the earnings, the business or operations of the Company and its
      subsidiaries, taken as a whole. The employment of each officer and
      employee of the Company and its subsidiaries is terminable at the will of
      the Company. To its knowledge, the Company and its subsidiaries have each
      complied in all material respects with all applicable state and federal
      equal employment opportunity laws and with other laws related to
      employment. To the Company's knowledge, no employee of the Company or any
      of its subsidiaries, nor any consultant or independent contractor with
      whom the Company or any of its subsidiaries has contracted, is in
      violation of any term of any employment contract, proprietary information
      agreement or any other agreement relating to the right of any such
      individual to be employed by, or to contract with, the Company because of
      the nature of the business to be conducted by the


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<PAGE>   6
      Company or any of its subsidiaries; and to the Company's knowledge the
      continued employment by the Company and its subsidiaries of its present
      employees, and the performance of the Company's contracts with its
      independent contractors, will not result in any such violation. The
      Company and its subsidiaries have not received any notice alleging the
      occurrence of that any such violation which would have a material adverse
      effect on the business, financial condition or results of operations of
      the Company and subsidiaries, taken as a whole. Except as disclosed in the
      Prospectus, no employee of the Company or any of its subsidiaries has been
      granted the right to continued employment by the Company or to any other
      material compensation following termination of employment with the
      Company. The Company is not aware that any officer or key employee, or
      that any group of key employees, intends to terminate their employment
      with the Company or any of its subsidiaries, nor does the Company have a
      present intention to terminate the employment of any of the foregoing.

            (x) The Company has not offered, or caused the Underwriters to
      offer, Stock to any person by way of directed shares with the specific
      intent to unlawfully influence (i) a customer or supplier of the Company
      to alter the customer's or supplier's level or type of business with the
      Company, or (ii) a trade journalist or publication to write or publish
      favorable information about the Company or its products.

            (y) The Company has reviewed its operations and the operations of
      its subsidiaries to evaluate the extent to which the business or
      operations of the Company or any of its subsidiaries will be affected by
      the Year 2000 Problem. As a result of such review, the Company has no
      reason to believe, and does not believe, that the Year 2000 Problem will
      have a material adverse effect on the Company and its subsidiaries taken
      as a whole. The "Year 2000 Problem" as used herein means any significant
      risk that the computer hardware or software used in the receipt,
      transmission, storage, retrieval, retransmission or other utilization of
      data or in the operation of mechanical or electrical systems of any kind
      will not, in the case of dates or time periods occurring after December
      31, 1999, function at least as effectively as in the case of dates or time
      periods occurring prior to January 1, 2000.  The foregoing does not
      constitute a warranty or representation that the Company's software will
      be capable of recording, storing, processing, calculating and displaying
      correct calendar dates based on software supplied by any party other than
      the Company, or that other Company's software will properly interact with
      such third party software.

            (z) The Company and each of its subsidiaries, taken as a whole, are
      insured by insurers of recognized financial responsibility against such
      losses and risks and in such amounts as are prudent and customary in the
      business in which it is engaged, and neither the Company nor any of such
      subsidiaries has any reason to believe that it will not be able to renew
      its existing insurance coverage as and when such coverage expires or to
      obtain similar coverage from similar insurers as may be necessary to
      continue its business at a cost that would not materially and adversely
      affect the condition, financial or otherwise, or the earnings, business or
      operations of the Company and its subsidiaries, taken as a whole, in each
      case except as described in or contemplated by the Prospectus, which cost
      is material to the Company and its subsidiaries, taken as a whole.


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<PAGE>   7
      3. PURCHASE OF THE STOCK BY THE UNDERWRITERS.

      (a) On the basis of the representations and warranties and subject to the
terms and conditions herein set forth, the Company agrees to issue and sell
__________ shares of the Underwritten Stock to the several Underwriters, and
each of the Underwriters agrees to purchase from the Company the respective
aggregate number of shares of Underwritten Stock set forth opposite its name in
Schedule I. The price at which such shares of Underwritten Stock shall be sold
by the Company and purchased by the several Underwriters shall be $___ per
share. The obligation of each Underwriter to the Company shall be to purchase
from the Company that number of shares of the Underwritten Stock which
represents the same proportion of the total number of shares of the Underwritten
Stock to be sold by each of the Company pursuant to this Agreement as the number
of shares of the Underwritten Stock set forth opposite the name of such
Underwriter in Schedule I hereto represents of the total number of shares of the
Underwritten Stock to be purchased by all Underwriters pursuant to this
Agreement, as adjusted by you in such manner as you deem advisable to avoid
fractional shares. In making this Agreement, each Underwriter is contracting
severally and not jointly; except as provided in paragraphs (b) and (c) of this
Section 3, the agreement of each Underwriter is to purchase only the respective
number of shares of the Underwritten Stock specified in Schedule I.

      (b) If for any reason one or more of the Underwriters shall fail or refuse
(otherwise than for a reason sufficient to justify the termination of this
Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for
the number of shares of the Stock agreed to be purchased by such Underwriter or
Underwriters, the Company shall immediately give notice thereof to you, and the
non-defaulting Underwriters shall have the right within 24 hours after the
receipt by you of such notice to purchase, or procure one or more other
Underwriters to purchase, in such proportions as may be agreed upon between you
and such purchasing Underwriter or Underwriters and upon the terms herein set
forth, all or any part of the shares of the Stock which such defaulting
Underwriter or Underwriters agreed to purchase. If the non-defaulting
Underwriters fail so to make such arrangements with respect to all such shares
and portion, the number of shares of the Stock which each non-defaulting
Underwriter is otherwise obligated to purchase under this Agreement shall be
automatically increased on a pro rata basis to absorb the remaining shares and
portion which the defaulting Underwriter or Underwriters agreed to purchase;
provided, however, that the non-defaulting Underwriters shall not be obligated
to purchase the shares and portion which the defaulting Underwriter or
Underwriters agreed to purchase if the aggregate number of such shares of the
Stock exceeds 10% of the total number of shares of the Stock which all
Underwriters agreed to purchase hereunder. If the total number of shares of the
Stock which the defaulting Underwriter or Underwriters agreed to purchase shall
not be purchased or absorbed in accordance with the two preceding sentences, the
Company shall have the right, within 24 hours next succeeding the 24-hour period
above referred to, to make arrangements with other underwriters or purchasers
satisfactory to you for purchase of such shares and portion on the terms herein
set forth. In any such case, either you or the Company shall have the right to
postpone the Closing Date determined as provided in Section 5 hereof for not
more than seven business days after the date originally fixed as the Closing
Date pursuant to said Section 5 in order that any necessary changes in the
Registration Statement, the Prospectus or any other documents or arrangements
may be made. If neither the non-defaulting Underwriters nor the Company shall
make arrangements within the 24-hour periods stated above for the purchase of
all the shares of the Stock which the defaulting Underwriter or Underwriters
agreed to purchase hereunder, this Agreement shall be terminated without further
act or deed and without any liability on the part of the Company to any
non-defaulting Underwriter and without any liability on the part of any
non-defaulting Underwriter to the Company. Nothing in this paragraph (b), and no
action taken hereunder, shall relieve any defaulting Underwriter from liability
in respect of any default of such Underwriter under this Agreement.

      (c) On the basis of the representations, warranties and covenants herein
contained, and subject to the terms and conditions herein set forth, the Company
grants an option to the several Underwriters to purchase, severally and not
jointly, up to ________ shares in the aggregate of the Option Stock from the
Company at the same price per share as the Underwriters shall pay for the
Underwritten Stock. Said option may be exercised only to cover over-allotments
in the sale of the Underwritten Stock by the Underwriters and may be exercised
in whole or in part at any time (but not more than once) on or before the
thirtieth day after the date of this Agreement upon written or telegraphic
notice by you to the Company setting forth the aggregate number of shares of the
Option Stock as to which the several Underwriters are exercising the option.
Delivery of certificates for the shares of Option Stock, and payment therefor,
shall be made as provided in Section 5 hereof. The number of shares of the
Option Stock to be purchased by each Underwriter shall be the same percentage of
the total number of shares of the Option Stock to be purchased by the several
Underwriters as such Underwriter is purchasing of the Underwritten Stock, as
adjusted by you in such manner as you deem advisable to avoid fractional shares.


                                       8
<PAGE>   8
      4. OFFERING BY UNDERWRITERS.

      (a) The terms of the initial public offering by the Underwriters of the
Stock to be purchased by them shall be as set forth in the Prospectus. The
Underwriters may from time to time change the public offering price after the
closing of the initial public offering and increase or decrease the concessions
and discounts to dealers as they may determine.

      (b) The information set forth in the last paragraph on the front cover
page and under "Underwriting" in the Registration Statement, any Preliminary
Prospectus and the Prospectus relating to the Stock filed by the Company
(insofar as such information relates to the Underwriters) constitutes the only
information furnished by the Underwriters to the Company for inclusion in the
Registration Statement, any Preliminary Prospectus, and the Prospectus, and you
on behalf of the respective Underwriters represent and warrant to the Company
that the statements made therein are correct.

      5. DELIVERY OF AND PAYMENT FOR THE STOCK.

      (a) Delivery of certificates for the shares of the Underwritten Stock and
the Option Stock (if the option granted by Section 3(c) hereof shall have been
exercised not later than 7:00 A.M., San Francisco time, on the date two business
days preceding the Closing Date), and payment therefor, shall be made at the
office of Wilson Sonsini Goodrich & Rosati, at 7:00 a.m., San Francisco time, on
the fourth business day after the date of this Agreement, or at such time on
such other day, not later than seven full business days after such fourth
business day, as shall be agreed upon in writing by the Company, the Selling
Securityholders and you. The date and hour of such delivery and payment (which
may be postponed as provided in Section 3(b) hereof) are herein called the
Closing Date.

      (b) If the option granted by Section 3(c) hereof shall be exercised after
7:00 a.m., San Francisco time, on the date two business days preceding the
Closing Date, delivery of certificates for the shares of Option Stock, and
payment therefor, shall be made at the office of Wilson Sonsini Goodrich &
Rosati, at 7:00 a.m., San Francisco time, on the third business day after the
exercise of such option.

      (c) Payment for the Stock purchased from the Company shall be made to the
Company or its order by one or more certified or official bank check or checks
in same day funds. Such payment shall be made upon delivery of certificates for
the Stock to you for the respective accounts of the several Underwriters against
receipt therefor signed by you. Certificates for the Stock to be delivered to
you shall be registered in such name or names and shall be in such denominations
as you may request at least one business day before the Closing Date, in the
case of Underwritten Stock, and at least one business day prior to the purchase
thereof, in the case of the Option Stock. Such certificates will be made
available to the Underwriters for inspection, checking and packaging at the
offices of Lewco Securities Corporation, 2 Broadway, New York, New York 10004 on
the business day prior to the Closing Date or, in the case of the Option Stock,
by 3:00 p.m., New York time, on the business day preceding the date of purchase.

      It is understood that you, individually and not on behalf of the
Underwriters, may (but shall not be obligated to) make payment to the Company
for shares to be purchased by any Underwriter whose check shall not have been
received by you on the Closing Date or any later date on which Option Stock is
purchased for the account of such Underwriter. Any such payment by you shall not
relieve such Underwriter from any of its obligations hereunder.

      6. FURTHER AGREEMENTS OF THE COMPANY. The Company covenants and agrees as
follows:

            (a) The Company will (i) prepare and timely file with the Commission
      under Rule 424(b) a Prospectus containing information previously omitted
      at the time of effectiveness of the Registration Statement in reliance on
      Rule 430A and (ii) not file any amendment to the Registration Statement or
      supplement to the Prospectus of which you shall not previously have been
      advised and furnished with a copy or to which you shall have reasonably
      objected in writing or which is not in compliance with the Securities Act
      or the rules and regulations of the Commission.

            (b) The Company will promptly notify each Underwriter in the event
      of (i) the request by the Commission for amendment of the Registration
      Statement or for supplement to the Prospectus or for any additional
      information, (ii) the issuance by the Commission of any stop order
      suspending the effectiveness of the Registration Statement, (iii) the
      institution or notice of intended institution of any action or proceeding
      for that purpose, (iv) the receipt by the Company of any notification with
      respect to the suspension of the qualification of the Stock for sale in
      any jurisdiction, or (v) the receipt by it of notice of the initiation or
      threatening of any proceeding for such purpose. The Company


                                       9
<PAGE>   9
      will make every reasonable effort to prevent the issuance of such a stop
      order and, if such an order shall at any time be issued, to obtain the
      withdrawal thereof at the earliest possible moment.

            (c) The Company will (i) on or before the Closing Date, deliver to
      you a signed copy of the Registration Statement as originally filed and of
      each amendment thereto filed prior to the time the Registration Statement
      becomes effective and, promptly upon the filing thereof, a signed copy of
      each post-effective amendment, if any, to the Registration Statement
      (together with, in each case, all exhibits thereto unless previously
      furnished to you) and will also deliver to you, for distribution to the
      Underwriters, a sufficient number of additional conformed copies of each
      of the foregoing (but without exhibits) so that one copy of each may be
      distributed to each Underwriter, (ii) as promptly as possible deliver to
      you and send to the several Underwriters, at such office or offices as you
      may designate, as many copies of the Prospectus as you may reasonably
      request, and (iii) thereafter from time to time during the period in which
      a prospectus is required by law to be delivered by an Underwriter or
      dealer, likewise send to the Underwriters as many additional copies of the
      Prospectus and as many copies of any supplement to the Prospectus and of
      any amended prospectus, filed by the Company with the Commission, as you
      may reasonably request for the purposes contemplated by the Securities
      Act.

            (d) If at any time during the period in which a prospectus is
      required by law to be delivered by an Underwriter or dealer any event
      relating to or affecting the Company, or of which the Company shall be
      advised in writing by you, shall occur as a result of which it is
      necessary, in the opinion of counsel for the Company or of counsel for the
      Underwriters, to supplement or amend the Prospectus in order to make the
      Prospectus not misleading in the light of the circumstances existing at
      the time it is delivered to a purchaser of the Stock, the Company will
      forthwith prepare and file with the Commission a supplement to the
      Prospectus or an amended prospectus so that the Prospectus as so
      supplemented or amended will not contain any untrue statement of a
      material fact or omit to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances existing at
      the time such Prospectus is delivered to such purchaser, not misleading.
      If, after the initial public offering of the Stock by the Underwriters and
      during such period, the Underwriters shall propose to vary the terms of
      offering thereof by reason of changes in general market conditions or
      otherwise, you will advise the Company in writing of the proposed
      variation, and, if in the opinion either of counsel for the Company or of
      counsel for the Underwriters such proposed variation requires that the
      Prospectus be supplemented or amended, the Company will forthwith prepare
      and file with the Commission a supplement to the Prospectus or an amended
      prospectus setting forth such variation. The Company authorizes the
      Underwriters and all dealers to whom any of the Stock may be sold by the
      several Underwriters to use the Prospectus, as from time to time amended
      or supplemented, in connection with the sale of the Stock in accordance
      with the applicable provisions of the Securities Act and the applicable
      rules and regulations thereunder for such period.

            (e) Prior to the filing thereof with the Commission, the Company
      will submit to you, for your information, a copy of any post-effective
      amendment to the Registration Statement and any supplement to the
      Prospectus or any amended prospectus proposed to be filed.

            (f) The Company will cooperate, when and as requested by you, in the
      qualification of the Stock for offer and sale under the securities or blue
      sky laws of such jurisdictions as you may reasonably designate and, during
      the period in which a prospectus is required by law to be delivered by an
      Underwriter or dealer, in keeping such qualifications in good standing
      under said securities or blue sky laws; provided, however, that the
      Company shall not be obligated to file any general consent to service of
      process or to qualify as a foreign corporation in any jurisdiction in
      which it is not so qualified. The Company will, from time to time, prepare
      and file such statements, reports, and other documents as are or may be
      required to continue such qualifications in effect for so long a period as
      you may reasonably request for distribution of the Stock.

            (g) During a period of five years commencing with the date hereof,
      the Company will furnish to you, and to each Underwriter who may so
      request in writing, copies of all periodic and special reports furnished
      to stockholders of the Company and of all information, documents and
      reports filed with the Commission.

            (h) Not later than the 45th day following the end of the fiscal
      quarter first occurring after the first anniversary of the Effective Date,
      the Company will make generally available to its security holders an
      earnings statement in accordance with Section 11(a) of the Securities Act
      and Rule 158 thereunder.

            (i) The Company agrees to pay all costs and expenses incident to the
      performance of their obligations under this Agreement, including all costs
      and expenses incident to (i) the preparation, printing and filing with the
      Commission and the National Association of Securities Dealers, Inc.
      ("NASD") of the


                                       10
<PAGE>   10
      Registration Statement, any Preliminary Prospectus and the Prospectus,
      (ii) the furnishing to the Underwriters of copies of any Preliminary
      Prospectus and of the several documents required by paragraph (c) of this
      Section 6 to be so furnished, (iii) the printing of this Agreement and
      related documents delivered to the Underwriters, (iv) the preparation,
      printing and filing by the Company of all supplements and amendments to
      the Prospectus referred to in paragraph (d) of this Section 6, (v) the
      furnishing to you and the Underwriters of the reports and information
      referred to in paragraph (g) of this Section 6 and (vi) the printing and
      issuance of stock certificates, including the transfer agent's fees. The
      Selling Securityholders will pay any transfer taxes incident to the
      transfer to the Underwriters of the shares the Stock being sold by the
      Selling Securityholders.

            (j) The Company agrees to reimburse you, for the account of the
      several Underwriters, for blue sky fees and related disbursements
      (including reasonable counsel fees and disbursements and cost of printing
      memoranda for the Underwriters) paid by or for the account of the
      Underwriters or their counsel in qualifying the Stock under state
      securities or blue sky laws and in the review of the offering by the NASD.

            (k) The provisions of paragraphs (i) and (j) of this Section are
      intended to relieve the Underwriters from the payment of the expenses and
      costs which the Company and the Selling Securityholders hereby agree to
      pay and shall not affect any agreement which the Company and the Selling
      Securityholders may make, or may have made, for the sharing of any such
      expenses and costs.

            (l) The Company hereby agrees that, without the prior written
      consent of Hambrecht & Quist LLC acting alone or each of Hambrecht & Quist
      LLC, BancBoston Robertson Stephens Inc. and U.S. Bancorp Piper Jaffray
      Inc. acting together on behalf of the Underwriters, the Company will not,
      for a period of 180 days following the commencement of the public offering
      of the Stock by the Underwriters, directly or indirectly, (i) sell, offer,
      contract to sell, make any short sale, pledge, sell any option or contract
      to purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase or otherwise transfer or dispose of any
      shares of Common Stock or any securities convertible into or exchangeable
      or exercisable for or any rights to purchase or acquire Common Stock or
      (ii) enter into any swap or other agreement that transfers, in whole or in
      part, any of the economic consequences or ownership of Common Stock,
      whether any such transaction described in clause (i) or (ii) above is to
      be settled by delivery of Common Stock or such other securities, in cash
      or otherwise. The foregoing sentence shall not apply to (A) the Stock to
      be sold to the Underwriters pursuant to this Agreement, (B) shares of
      Common Stock issued by the Company upon the exercise of options granted
      under the stock option plans of the Company (the "Option Plans") or upon
      the exercise of warrants outstanding as of the date hereof, all as
      described under "Capitalization" in the Preliminary Prospectus, (C)
      options to purchase Common Stock granted under the Option Plans and (D)
      shares issued to The Goldman Sachs Group, L.P. and two of its affiliates
      in a private placement as described in the Registration Statement. 

            (m) If at any time during the 25-day period after the Registration
      Statement becomes effective any rumor, publication or event relating to or
      affecting the Company shall occur as a result of which in your opinion the
      market price for the Stock has been or is likely to be materially affected
      (regardless of whether such rumor, publication or event necessitates a
      supplement to or amendment of the Prospectus), the Company will, after
      written notice from you advising the Company to the effect set forth
      above, forthwith prepare, consult with you concerning the substance of,
      and disseminate a press release or other public statement, reasonably
      satisfactory to you, responding to or commenting on such rumor,
      publication or event.

            (n) The Company is not and after giving effect of the offering and
      sale of the Stock, will not be, an "investment company" as such term is
      defined in the Investment Company Act of 1940, as amended.

      7. INDEMNIFICATION AND CONTRIBUTION.

      (a) The Company agrees to indemnify and hold harmless each Underwriter and
each person (including each partner or officer thereof) who controls any
Underwriter within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages or liabilities, joint or several, to
which such indemnified parties or any of them may become subject under the
Securities Act, the Securities Exchange Act of 1934, as amended (herein called
the Exchange Act), or the common law or otherwise, and the Company agrees to
reimburse each such Underwriter and controlling person for any legal or other
expenses (including, except as otherwise hereinafter provided, reasonable fees
and disbursements of counsel) incurred by the respective indemnified parties in
connection with defending against any such losses, claims, damages or
liabilities or in connection with any investigation or inquiry of, or other
proceeding which may be brought against, the respective indemnified parties, in
each case arising out of or based upon (i) the breach of any representation or
warranty of


                                       11
<PAGE>   11
the Company contained in Section 2 hereof, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(including the Prospectus as part thereof and any Rule 462(b) registration
statement) or any post-effective amendment thereto (including any Rule 462(b)
registration statement), or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus or the
Prospectus (as amended or as supplemented if the Company shall have filed with
the Commission any amendment thereof or supplement thereto) or the omission or
alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that (1) the indemnity agreement of the
Company contained in this paragraph (a) shall not apply to any such losses,
claims, damages, liabilities or expenses if such statement or omission was made
in reliance upon and in conformity with information furnished as herein stated
or otherwise furnished in writing to the Company by or on behalf of any
Underwriter for use in any Preliminary Prospectus or the Registration Statement
or the Prospectus or any such amendment thereof or supplement thereto and (2)
the indemnity agreement contained in this paragraph (a) with respect to any
Preliminary Prospectus shall not inure to the benefit of any Underwriter from
whom the person asserting any such losses, claims, damages, liabilities or
expenses purchased the Stock which is the subject thereof (or to the benefit of
any person controlling such Underwriter) if at or prior to the written
confirmation of the sale of such Stock a copy of the Prospectus (or the
Prospectus as amended or supplemented) was not sent or delivered to such person
and the untrue statement or omission of a material fact contained in such
Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
amended or supplemented) unless the failure is the result of noncompliance by
the Company with paragraph (c) of Section 6 hereof. The indemnity agreement of
the Company contained in this paragraph (a) and the representations and
warranties of the Company contained in Section 2 hereof shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any indemnified party and shall survive the delivery of and payment
for the Stock.

      (b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its officers who signs the Registration Statement on his own
behalf or pursuant to a power of attorney, each of its directors, each other
Underwriter and each person (including each partner or officer thereof) who
controls the Company or any such other Underwriter within the meaning of Section
15 of the Securities Act from and against any and all losses, claims, damages or
liabilities, joint or several, to which such indemnified parties or any of them
may become subject under the Securities Act, the Exchange Act, or the common law
or otherwise and to reimburse each of them for any legal or other expenses
(including, except as otherwise hereinafter provided, reasonable fees and
disbursements of counsel) incurred by the respective indemnified parties in
connection with defending against any such losses, claims, damages or
liabilities or in connection with any investigation or inquiry of, or other
proceeding which may be brought against, the respective indemnified parties, in
each case arising out of or based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(including the Prospectus as part thereof and any Rule 462(b) registration
statement) or any post-effective amendment thereto (including any Rule 462(b)
registration statement) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact contained in the Prospectus (as amended or as supplemented if
the Company shall have filed with the Commission any amendment thereof or
supplement thereto) or the omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, if such statement
or omission was made in reliance upon and in conformity with information
furnished as herein stated or otherwise furnished in writing to the Company by
or on behalf of such indemnifying Underwriter for use in the Registration
Statement or the Prospectus or any such amendment thereof or supplement thereto.
The indemnity agreement of each Underwriter contained in this paragraph (b)
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any indemnified party and shall survive
the delivery of and payment for the Stock.

      (c) Each party indemnified under the provision of paragraphs (a) and (b)
of this Section 7 agrees that, upon the service of a summons or other initial
legal process upon it in any action or suit instituted against it or upon its
receipt of written notification of the commencement of any investigation or
inquiry of, or proceeding against, it in respect of which indemnity may be
sought on account of any indemnity agreement contained in such paragraphs, it
will promptly give written notice (herein called the Notice) of such service or
notification to the party or parties from whom indemnification may be sought
hereunder. No indemnification provided for in such paragraphs shall be available
to any party who shall fail so to give the Notice if the party to whom such
Notice was not given was unaware of the action, suit, investigation, inquiry or
proceeding to which the Notice would have related and was prejudiced by the
failure to give the Notice, but the omission so to notify such indemnifying


                                       12
<PAGE>   12
party or parties of any such service or notification shall not relieve such
indemnifying party or parties from any liability which it or they may have to
the indemnified party for contribution or otherwise than on account of such
indemnity agreement. Any indemnifying party shall be entitled at its own expense
to participate in the defense of any action, suit or proceeding against, or
investigation or inquiry of, an indemnified party. Any indemnifying party shall
be entitled, if it so elects within a reasonable time after receipt of the
Notice by giving written notice (herein called the Notice of Defense) to the
indemnified party, to assume (alone or in conjunction with any other
indemnifying party or parties) the entire defense of such action, suit,
investigation, inquiry or proceeding, in which event such defense shall be
conducted, at the expense of the indemnifying party or parties, by counsel
chosen by such indemnifying party or parties and reasonably satisfactory to the
indemnified party or parties; provided, however, that (i) if the indemnified
party or parties reasonably determine that there may be a conflict between the
positions of the indemnifying party or parties and of the indemnified party or
parties in conducting the defense of such action, suit, investigation, inquiry
or proceeding or that there may be legal defenses available to such indemnified
party or parties different from or in addition to those available to the
indemnifying party or parties, then counsel for the indemnified party or parties
shall be entitled to conduct the defense to the extent reasonably determined by
such counsel to be necessary to protect the interests of the indemnified party
or parties and (ii) in any event, the indemnified party or parties shall be
entitled to have counsel chosen by such indemnified party or parties participate
in, but not conduct, the defense. If, within a reasonable time after receipt of
the Notice, an indemnifying party gives a Notice of Defense and the counsel
chosen by the indemnifying party or parties is reasonably satisfactory to the
indemnified party or parties, the indemnifying party or parties will not be
liable under paragraphs (a) through (c) of this Section 7 for any legal or other
expenses subsequently incurred by the indemnified party or parties in connection
with the defense of the action, suit, investigation, inquiry or proceeding,
except that (A) the indemnifying party or parties shall bear the reasonable
legal and other expenses incurred in connection with the conduct of the defense
as referred to in clause (i) of the proviso to the preceding sentence and (B)
the indemnifying party or parties shall bear such other expenses as it or they
have authorized to be incurred by the indemnified party or parties. If, within a
reasonable time after receipt of the Notice, no Notice of Defense has been
given, the indemnifying party or parties shall be responsible for any reasonable
legal or other expenses incurred by the indemnified party or parties in
connection with the defense of the action, suit, investigation, inquiry or
proceeding.

      (d) If the indemnification provided for in this Section 7 is unavailable
or insufficient to hold harmless an indemnified party under paragraph (a) or (b)
of this Section 7, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities or
expenses referred to in paragraph (a) or (b) of this Section 7 (i) in such
proportion as is appropriate to reflect the relative benefits received by each
indemnifying party from the offering of the Stock or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of each indemnifying party in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, or actions in respect thereof, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same respective proportions as the total net proceeds from the offering
of the Stock received by the Company and the total underwriting discount
received by the Underwriters, as set forth in the table on the cover page of the
Prospectus, bear to the aggregate public offering price of the Stock. Relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by each
indemnifying party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. Each indemnifying party agrees that its indemnification commitments
herein set forth shall apply whether or not the indemnified party is a formal
party to any such actions or other proceedings, that such commitments shall be
in addition to any liability such indemnifying party may have to the indemnified
party at common law or otherwise, and that such commitments shall survive any
termination of this Underwriting Agreement.

      The parties agree that it would not be just and equitable if contributions
pursuant to this paragraph (d) were to be 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 into account the equitable
considerations referred to in the first sentence of this paragraph (d). The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities, or actions in respect thereof, referred to in the first sentence
of this paragraph (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigation,
preparing to defend or defending against any action or claim which is the
subject of this paragraph (d). Notwithstanding the provisions of this paragraph
(d), no Underwriter shall be required to contribute any amount in excess of the
underwriting discount applicable to the Stock purchased by such Underwriter. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this paragraph (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.


                                       13
<PAGE>   13
      Each party entitled to contribution agrees that upon the service of a
summons or other initial legal process upon it in any action instituted against
it in respect of which contribution may be sought, it will promptly give written
notice of such service to the party or parties from whom contribution may be
sought, but the omission so to notify such party or parties of any such service
shall not relieve the party from whom contribution may be sought from any
obligation it may have hereunder or otherwise (except as specifically provided
in paragraph (c) of this Section 7).

      (e) The Company will not, without the prior written consent of each
Underwriter, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought hereunder (whether or not such Underwriter or any
person who controls such Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act is a party to such claim,
action, suit or proceeding) unless such settlement, compromise or consent
includes an unconditional release of such Underwriter and each such controlling
person from all liability arising out of such claim, action, suit or proceeding.

      8. TERMINATION. This Agreement may be terminated by you at any time prior
to the Closing Date by giving written notice to the Company if after the date of
this Agreement trading in the Common Stock shall have been suspended, or if
there shall have occurred (i) the engagement in hostilities or an escalation of
major hostilities by the United States or the declaration of war or a national
emergency by the United States on or after the date hereof, (ii) any outbreak of
hostilities or other national or international calamity or crisis or change in
economic or political conditions if the effect of such outbreak, calamity,
crisis or drastic change in economic or political conditions in the financial
markets of the United States would, in the Underwriters' reasonable judgment,
make the offering or delivery of the Stock impracticable, (iii) suspension of
trading in securities generally or a material adverse decline in value of
securities generally on the New York Stock Exchange, the American Stock
Exchange, or The Nasdaq Stock Market, or limitations on prices (other than
limitations on hours or numbers of days of trading) for securities on either
such exchange or system, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of, or
commencement of any proceeding or investigation by, any court, legislative body,
agency or other governmental authority which in the Underwriters' reasonable
opinion materially and adversely affects or will materially or adversely affect
the business or operations of the Company, (v) declaration of a banking
moratorium by either federal or New York State authorities or (vi) the taking of
any action by any federal, state or local government or agency in respect of its
monetary or fiscal affairs which in the Underwriters' reasonable opinion has a
material adverse effect on the securities markets in the United States. If this
Agreement shall be terminated pursuant to this Section 8, there shall be no
liability of the Company to the Underwriters and no liability of the
Underwriters to the Company; provided, however, that in the event of any such
termination the Company agrees to indemnify and hold harmless the Underwriters
from all costs or expenses incident to the performance of the obligations of the
Company under this Agreement, including all costs and expenses referred to in
paragraphs (i) and (j) of Section 6 hereof.

      9. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the several
Underwriters to purchase and pay for the Stock shall be subject to the
performance by the Company of all of its obligations to be performed hereunder
at or prior to the Closing Date or any later date on which Option Stock is to be
purchased, as the case may be, and to the following further conditions:

            (a) The Registration Statement shall have become effective; and no
      stop order suspending the effectiveness thereof shall have been issued and
      no proceedings therefor shall be pending or threatened by the Commission.

            (b) The legality and sufficiency of the sale of the Stock hereunder
      and the validity and form of the certificates representing the Stock, all
      corporate proceedings and other legal matters incident to the foregoing,
      and the form of the Registration Statement and of the Prospectus (except
      as to the


                                       14
<PAGE>   14
      financial statements contained therein), shall have been approved at or
      prior to the Closing Date by Wilson Sonsini Goodrich & Rosati , counsel
      for the Underwriters.

            (c) You shall have received from Osborn Maledon, P.A., counsel for
      the Company, an opinion, addressed to the Underwriters and dated the
      Closing Date, covering the matters set forth in Annex A hereto and if
      Option Stock is purchased at any date after the Closing Date, an
      additional opinion from such counsel, addressed to the Underwriters and
      dated such later date, confirming that the statements expressed as of the
      Closing Date in such opinions remain valid as of such later date.

            (d) You shall have received from Baker & McKenzie, counsel for the
      Company, an opinion, addressed to the Underwriters and dated the Closing
      Date, covering the matters set forth in Annex B hereto and if Option Stock
      is purchased at any date after the Closing Date, an additional opinion
      from such counsel, addressed to the Underwriters and dated such later
      date, confirming that the statements expressed as of the Closing Date in
      such opinions remain valid as of such later date.

            (d) You shall be satisfied that (i) as of the Effective Date, the
      statements made in the Registration Statement and the Prospectus were true
      and correct and neither the Registration Statement nor the Prospectus
      omitted to state any material fact required to be stated therein or
      necessary in order to make the statements therein, respectively, not
      misleading, (ii) since the Effective Date, no event has occurred which
      should have been set forth in a supplement or amendment to the Prospectus
      which has not been set forth in such a supplement or amendment, (iii)
      since the respective dates as of which information is given in the
      Registration Statement in the form in which it originally became effective
      and the Prospectus contained therein, there has not been any material
      adverse change or any development involving a prospective material adverse
      change in or affecting the business, properties, financial condition or
      results of operations of the Company and its subsidiaries, taken as a
      whole, whether or not arising from transactions in the ordinary course of
      business, and, since such dates, except in the ordinary course of
      business, neither the Company nor any of its subsidiaries has entered into
      any material transaction not referred to in the Registration Statement in
      the form in which it originally became effective and the Prospectus
      contained therein, (iv) neither the Company nor any of its subsidiaries
      has any material contingent obligations which are not disclosed in the
      Registration Statement and the Prospectus, (v) there are not any pending
      or known threatened legal proceedings to which the Company or any of its
      subsidiaries is a party or of which property of the Company or any of its
      subsidiaries is the subject which are material and which are not disclosed
      in the Registration Statement and the Prospectus, (vi) there are not any
      franchises, contracts, leases or other documents which are required to be
      filed as exhibits to the Registration Statement which have not been filed
      as required, (vii) the representations and warranties of the Company
      herein are true and correct in all material respects as of the Closing
      Date or any later date on which Option Stock is to be purchased, as the
      case may be, and (viii) there has not been any material change in the
      market for securities in general or in political, financial or economic
      conditions from those reasonably foreseeable as to render it impracticable
      in your reasonable judgment to make a public offering of the Stock, or a
      material adverse change in market levels for securities in general (or
      those of companies in particular) or financial or economic conditions
      which render it inadvisable to proceed.

            (e) You shall have received on the Closing Date and on any later
      date on which Option Stock is purchased a certificate, dated the Closing
      Date or such later date, as the case may be, and signed by the President
      and the Chief Financial Officer of the Company, stating that the
      respective signers of said certificate have carefully examined the
      Registration Statement in the form in which it originally became effective
      and the Prospectus contained therein and any supplements or amendments
      thereto, and that the statements included in clauses (i) through (vii) of
      paragraph (d) of this Section 9 are true and correct.

            (f) You shall have received from Ernst & Young LLP a letter or
      letters, addressed to the Underwriters and dated the Closing Date and any
      later date on which Option Stock is purchased, confirming that they are
      independent public accountants with respect to the Company within the
      meaning of the Securities Act and the applicable published rules and
      regulations thereunder and based upon the procedures described in their
      letter delivered to you concurrently with the execution of this Agreement
      (herein called the Original Letter), but carried out to a date not more
      than three business days prior to the Closing Date or such later date on
      which Option Stock is purchased (i) confirming, to the extent true, that
      the statements and conclusions set forth in the Original Letter are
      accurate as of the Closing Date or such later date, as the case may be,
      and (ii) setting forth any revisions and additions to the statements and
      conclusions set forth in the Original Letter which are necessary to
      reflect any changes in the facts described in the Original Letter since
      the date of the Original Letter or to reflect the availability of more
      recent financial statements, data or information. The letters shall not
      disclose any change, or any development involving a prospective change, in
      or affecting the business or properties of the Company or any of its
      subsidiaries which, in your sole judgment, makes it impractical or
      inadvisable to proceed with the public offering of the Stock or the
      purchase of the Option Stock as contemplated by the Prospectus.

            (g) You shall have been furnished evidence in usual written or
      telegraphic form from the appropriate authorities of the several
      jurisdictions, or other evidence satisfactory to you, of the qualification
      referred to in paragraph (f) of Section 6 hereof.


                                       15
<PAGE>   15
            (h) Prior to the Closing Date, the Stock to be issued and sold by
      the Company shall have been duly authorized for listing by the Nasdaq
      National Market upon official notice of issuance.

            (i) On or prior to the Closing Date, you shall have received from
      all stockholders agreements, in form reasonably satisfactory to Hambrecht
      & Quist LLC, stating that without the prior written consent of Hambrecht &
      Quist LLC on behalf of the Underwriters, such person or entity will not,
      for a period of 180 days following the commencement of the public offering
      of the Stock by the Underwriters, directly or indirectly, (i) sell, offer,
      contract to sell, make any short sale, pledge, sell any option or contract
      to purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase or otherwise transfer or dispose of any
      shares of Common Stock or any securities convertible into or exchangeable
      or exercisable for or any rights to purchase or acquire Common Stock or
      (ii) enter into any swap or other agreement that transfers, in whole or in
      part, any of the economic consequences or ownership of Common Stock,
      whether any such transaction described in clause (i) or (ii) above is to
      be settled by delivery of Common Stock or such other securities, in cash
      or otherwise.

      All the agreements, opinions, certificates and letters mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if Wilson Sonsini Goodrich & Rosati, counsel for the
Underwriters, shall be satisfied that they comply in form and scope.

      In case any of the conditions specified in this Section 9 shall not be
fulfilled, this Agreement may be terminated by you by giving notice to the
Company. Any such termination shall be without liability of the Company to the
Underwriters and without liability of the Underwriters to the Company; provided,
however, that (i) in the event of such termination, the Company agrees to
indemnify and hold harmless the Underwriters from all costs or expenses incident
to the performance of the obligations of the Company under this Agreement,
including all costs and expenses referred to in paragraphs (i) and (j) of
Section 6 hereof, and (ii) if this Agreement is terminated by you because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein, to fulfill any of the conditions herein, or to comply with any
provision hereof other than by reason of a default by any of the Underwriters,
the Company will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the transactions
contemplated hereby.

      10. CONDITIONS OF THE OBLIGATION OF THE COMPANY. The obligation of the
Company to deliver the Stock shall be subject to the conditions that (a) the
Registration Statement shall have become effective and (b) no stop order
suspending the effectiveness thereof shall be in effect and no proceedings
therefor shall be pending or threatened by the Commission.

      In case either of the conditions specified in this Section 10 shall not be
fulfilled, this Agreement may be terminated by the Company by giving notice to
you. Any such termination shall be without liability of the Company to the
Underwriters and without liability of the Underwriters to the Company; provided,
however, that in the event of any such termination the Company agrees to
indemnify and hold harmless the Underwriters from all costs or expenses incident
to the performance of the obligations of the Company under this Agreement,
including all costs and expenses referred to in paragraphs (i) and (j) of
Section 6 hereof.

      11. REIMBURSEMENT OF CERTAIN EXPENSES. In addition to its obligations
under Section 7 of this Agreement, the Company hereby agrees to reimburse on a
quarterly basis the Underwriters for all reasonable legal and other expenses
incurred in connection with investigating or defending any claim, action,
investigation, inquiry or other proceeding arising out of or based upon any
statement or omission, or any alleged statement or omission, described in
paragraph (a) of Section 7 of this Agreement, notwithstanding the absence of a
judicial determination as to the propriety and enforceability of the obligations
under this Section 11 and the possibility that such payments might later be held
to be improper; provided, however, that (i) to the extent any such payment is
ultimately held to be improper, the persons receiving such payments shall
promptly refund them and (ii) such persons shall provide to the Company, upon
request, reasonable assurances of their ability to effect any refund, when and
if due.

      12. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure
to the benefit of the Company and the several Underwriters and, with respect to
the provisions of Section 7 hereof, the several parties (in addition to the
Company and the several Underwriters) indemnified under the provisions of said
Section 7, and their respective personal representatives, successors and
assigns. Nothing in this Agreement is intended or shall be construed to give to
any other person, firm or corporation any legal or equitable remedy or claim
under or in respect of this Agreement or any provision herein contained. The
term "successors and assigns" as herein used shall not include any purchaser, as
such purchaser, of any of the Stock from any of the several Underwriters.


                                       16
<PAGE>   16
      13. NOTICES. Except as otherwise provided herein, all communications
hereunder shall be in writing or by telegraph and, if to the Underwriters, shall
be mailed, telegraphed or delivered to Hambrecht & Quist LLC, One Bush Street,
San Francisco, California 94104; and if to the Company, shall be mailed,
telegraphed or delivered to it at its office, 8800 N. Gainey Center Drive, Suite
200, Scottsdale, Arizona, 85258, Attention: President; and if to the Selling
Securityholders, shall be mailed, telegraphed or delivered to the Selling
Securityholders in care of ______________ at ______________. All notices given
by telegraph shall be promptly confirmed by letter.

      14. MISCELLANEOUS. The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and
covenants in this Agreement shall remain in full force and effect regardless of
(a) any termination of this Agreement, (b) any investigation made by or on
behalf of any Underwriter or controlling person thereof, or by or on behalf of
the Company or their respective directors or officers, and (c) delivery and
payment for the Stock under this Agreement; provided, however, that if this
Agreement is terminated prior to the Closing Date, the provisions of paragraphs
(l),(m) and (n) of Section 6 hereof shall be of no further force or effect.

      This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

      This Agreement shall be governed by, and construed in accordance with, the
laws of the State of California.

      Please sign and return to the Company and to the Selling Securityholders
in care of the Company the enclosed duplicates of this letter, whereupon this
letter will become a binding agreement among the Company, the Selling
Securityholders and the several Underwriters in accordance with its terms.

                                       Very truly yours,

                                       SALESLOGIX CORPORATION



                                       By __________________________
                                                       [Name]
                                                       [Title]


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

HAMBRECHT & QUIST LLC
BANCBOSTON ROBERTSON STEPHENS
U.S. BANCORP PIPER JAFFRAY
CHARLES SCHWAB & CO., INC.
  By Hambrecht & Quist LLC



By __________________________
                             Managing Director

Acting on behalf of the several Underwriters,
including themselves, named in Schedule I hereto.


                                       17
<PAGE>   17
                                   SCHEDULE I

                                  UNDERWRITERS

<TABLE>
<CAPTION>
                                                                NUMBER OF
                                                                SHARES TO BE
UNDERWRITERS                                                    PURCHASED
------------                                                    ---------
<S>                                                 <C>         <C>
Hambrecht & Quist LLC .........................
BancBoston Roberston Stephens .................
US. Bancorp Piper Jeffray .....................
Charles Schwab & Co., Inc. ....................


                                                                ----
      Total ...................................           0
                                                    =======
</TABLE>


                                       18
<PAGE>   18
                                     ANNEX A

          MATTERS TO BE COVERED IN THE OPINION OF OSBORN MALEDON, P.A.
                             COUNSEL FOR THE COMPANY


            (i) Each of the Company and its subsidiaries has been duly
      incorporated and is validly existing as a corporation in good standing
      under the laws of the jurisdiction of its incorporation, is duly qualified
      as a foreign corporation and in good standing in each state of the United
      States of America in which its ownership or leasing of property requires
      such qualification (except where the failure to be so qualified would not
      have a material adverse effect on the business, properties, financial
      condition or results of operations of the Company and its subsidiaries,
      taken as a whole), and has full corporate power and authority to own or
      lease its properties and conduct its business as described in the
      Registration Statement; all the issued and outstanding capital stock of
      each of the subsidiaries of the Company has been duly authorized and
      validly issued and is fully paid and nonassessable, and is owned by the
      Company free and clear of all liens, encumbrances and security interests,
      and to the best of such counsel's knowledge, no options, warrants or other
      rights to purchase, agreements or other obligations to issue or other
      rights to convert any obligations into shares of capital stock or
      ownership interests in such subsidiaries are outstanding;

            (ii) the authorized capital stock of the Company consists of
      _________ shares of ________ Stock, of which there are outstanding
      _________ shares, and _________ shares of Common Stock, $.001 par value,
      of which there are outstanding _________ shares (including the
      Underwritten Stock plus the number of shares of Option Stock issued on the
      date hereof); proper corporate proceedings have been taken validly to
      authorize such authorized capital stock; all of the outstanding shares of
      such capital stock (including the Underwritten Stock and the shares of
      Option Stock issued, if any) have been duly and validly issued, are fully
      paid and nonassessable and have been issued in compliance with the
      registration and qualification provisions of all applicable federal and
      state securities laws; any Option Stock purchased after the Closing Date,
      when issued and delivered to and paid for by the Underwriters as provided
      in the Underwriting Agreement, will have been duly and validly issued and
      be fully paid and nonassessable; and no preemptive rights of, or rights of
      refusal in favor of, stockholders exist with respect to the Stock, or the
      issue and sale thereof, pursuant to the Certificate of Incorporation or
      Bylaws of the Company and, to the knowledge of such counsel, there are no
      contractual preemptive rights that have not been waived, rights of first
      refusal or rights of co-sale which exist with respect to the Stock being
      sold by the Selling Securityholders or the issue and sale of the Stock;

            (iii) the Registration Statement has become effective under the
      Securities Act and, to the best of such counsel's knowledge, no stop order
      suspending the effectiveness of the Registration Statement or suspending
      or preventing the use of the Prospectus is in effect and no proceedings
      for that purpose have been instituted or are pending or contemplated by
      the Commission;

            (iv) the Registration Statement and the Prospectus (except as to the
      financial statements and schedules and other financial data contained
      therein, as to which such counsel need express no opinion) comply as to
      form in all material respects with the requirements of the Securities Act
      and with the rules and regulations of the Commission thereunder;

            (v) such counsel have no reason to believe that the Registration
      Statement (except as to the financial statements and schedules and other
      financial or statistical data derived therefrom, as to which such counsel
      need not express any opinion or belief) at the Effective Date contained
      any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, or that the Prospectus (except as to the financial
      statements and schedules and other financial or statistical data derived
      therefrom, as to which such counsel need not express any opinion or
      belief) as of its date or at the Closing Date (or any later date on which
      Option Stock is purchased), contained or contains any untrue statement of
      a material fact or omitted or omits to state a material fact necessary in
      order to make the statements therein, in light of the circumstances under
      which they were made, not misleading;

            (vi) the information required to be set forth in the Registration
      Statement in answer to Items 9, 10 (insofar as it relates to such counsel)
      and 11(c) of Form S-1 is to the best of such counsel's knowledge
      accurately and adequately set forth therein in all material respects or no
      response is required with respect to such Items, and, the description of
      the Company's stock option plans and the options granted and which may be
      granted thereunder and the options granted otherwise than under such plans
      set forth in the Prospectus accurately and fairly presents the information
      required to be shown with respect to said plan[s] and options to the
      extent required by the Securities Act and the rules and regulations of the
      Commission thereunder;



                                       20
<PAGE>   19
            (vii) such counsel do not know of any franchises, contracts, leases,
      documents or legal proceedings, pending or threatened, which in the
      opinion of such counsel are of a character required to be described in the
      Registration Statement or the Prospectus or to be filed as exhibits to the
      Registration Statement, which are not described and filed as required;

            (viii) the Underwriting Agreement has been duly authorized, executed
      and delivered by the Company;

            (ix) the Underwriting Agreement has been duly executed and delivered
      by or on behalf of the Selling Securityholders and the Custody Agreement
      between the Selling Securityholders and _________, as Custodian, and the
      Power of Attorney referred to in such Custody Agreement have been duly
      executed and delivered by the several Selling Securityholders; and each
      Selling Securityholder has full legal right and authority to enter into
      the Underwriting Agreement and to sell, transfer and deliver in the manner
      provided in the Underwriting Agreement the shares of Stock sold by such
      Selling Securityholder hereunder;

            (x) the issue and sale by the Company of the shares of Stock sold by
      the Company as contemplated by the Underwriting Agreement will not
      conflict with, or result in a breach of, the Certificate of Incorporation
      or Bylaws of the Company or any of its subsidiaries or any agreement or
      instrument known to such counsel to which the Company or any of its
      subsidiaries is a party or any applicable law or regulation, or so far as
      is known to such counsel, any order, writ, injunction or decree, of any
      jurisdiction, court or governmental instrumentality;

            (xi) all holders of securities of the Company having rights to the
      registration of shares of Common Stock, or other securities, because of
      the filing of the Registration Statement by the Company have waived such
      rights or such rights have expired by reason of lapse of time following
      notification of the Company's intent to file the Registration Statement;

            (xii) good and marketable title to the shares of Stock sold by the
      Selling Securityholders under the Underwriting Agreement, free and clear
      of all liens, encumbrances, equities, security interests and claims, has
      been transferred to the Underwriters who have severally purchased such
      shares of Stock under the Underwriting Agreement, assuming for the purpose
      of this opinion that the Underwriters purchased the same in good faith
      without notice of any adverse claims; and

            (xiii) based insofar as factual matters with respect to the stock to
      be sold by the Selling Securityholders are concerned solely upon
      certificates of the Selling Securityholders, the accuracy of which such
      counsel have no reason to question, no consent, approval, authorization or
      order of any court or governmental agency or body is required for the
      consummation of the transactions contemplated in the Underwriting
      Agreement, except such as have been obtained under the Securities Act and
      such as may be required under state securities or blue sky laws in
      connection with the purchase and distribution of the Stock by the
      Underwriters; and

            (xiv) the Stock sold by the Selling Securityholders is listed and
      duly admitted to trading on the NASDAQ National Market, and the Stock
      issued and sold by the Company will been duly authorized for listing by
      the NASDAQ National Market upon official notice of issuance.


                                       21