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                                                                     EXHIBIT 1.1



                                __________ Shares

                         P.F. CHANG'S CHINA BISTRO, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT

                                                                __________, 1998


DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
NATIONSBANC MONTGOMERY SECURITIES LLC
DAIN RAUSCHEL WESSELS, a division of Dain Rauscher Incorporated
  As representatives of the several Underwriters
    named in Schedule I hereto
    c/o Donaldson, Lufkin & Jenrette Securities Corporation
      277 Park Avenue
      New York, New York 10172

         Dear Sirs:

   
         P.F. CHANG'S CHINA BISTRO, INC., a Delaware corporation (the
"COMPANY"), proposes to issue and sell to the several underwriters named in
Schedule I hereto (the "UNDERWRITERS"), and certain stockholders of the Company
named in Schedule II hereto (the "SELLING STOCKHOLDERS") severally propose to
sell to the several Underwriters, an aggregate of _______________ shares of the
Common Stock, $0.001 par value of the Company (the "FIRM SHARES"), of which
_____________ shares are to be issued and sold by the Company and _____________
shares are to be sold by the Selling Stockholders, each Selling Stockholder
selling the amount set forth opposite such Selling Stockholder's name in
Schedule II hereto. The Company also proposes to issue and sell to the several
Underwriters not more than an additional _______ shares of its Common Stock,
$0.001 par value, (the "ADDITIONAL SHARES") if requested by the Underwriters as
provided in Section 2 hereof. The Firm Shares and the Additional Shares are
hereinafter referred to collectively as the "SHARES". The shares of common stock
of the Company to be outstanding after giving effect to the sales contemplated
hereby are hereinafter referred to as the "COMMON STOCK". The Company and the
Selling Stockholders are hereinafter sometimes referred to collectively as the
"SELLERS."
    

         SECTION 1. Registration Statement and Prospectus. The Company has
prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "ACT"), a registration statement on Form S-1, including a
prospectus, relating to the Shares. The registration statement, as amended at
the time it became


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effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Act, is hereinafter referred to as the "REGISTRATION STATEMENT"; and the
prospectus in the form first used to confirm sales of Shares is hereinafter
referred to as the "PROSPECTUS". If the Company has filed or is required
pursuant to the terms hereof to file a registration statement pursuant to Rule
462(b) under the Act registering additional shares of Common Stock (a "RULE
462(B) REGISTRATION STATEMENT"), then, unless otherwise specified, any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462(b) Registration Statement.
   

         SECTION 2. Agreements to Sell and Purchase and Lock-Up Agreements . On
the basis of the representations and warranties contained in this Agreement, and
subject to its terms and conditions, (i) the Company agrees to issue and sell
______________ Firm Shares, (ii) each Selling Stockholder agrees, severally and
not jointly, to sell the number of Firm Shares set forth opposite such Selling
Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees,
severally and not jointly, to purchase from each Seller at a price per Share of
$______ (the "PURCHASE PRICE") the number of Firm Shares (subject to such
adjustments to eliminate fractional shares as you may determine) that bears the
same proportion to the total number of Firm Shares to be sold by such Seller as
the number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I hereto bears to the total number of Firm Shares.
    

         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares and the Underwriters shall have the right to
purchase, severally and not jointly, up to _______ Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for the
purpose of covering over-allotments made in connection with the offering of the
Firm Shares. The Underwriters may exercise their right to purchase Additional
Shares in whole or in part from time to time by giving written notice thereof to
the Company within 30 days after the date of this Agreement. You shall give any
such notice on behalf of the Underwriters and such notice shall specify the
aggregate number of Additional Shares to be purchased pursuant to such exercise
and the date for payment and delivery thereof, which date shall be a business
day (i) no earlier than two business days after such notice has been given (and,
in any event, no earlier than the Closing Date (as hereinafter defined)) and
(ii) no later than ten business days after such notice has been given. If any
Additional Shares are to be purchased, each Underwriter, severally and not
jointly, agrees to purchase from the Company the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares to be purchased from the Company as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I bears to the total number of
Firm Shares.

         Each Seller hereby agrees not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of
the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the


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transactions described in clause (i) or (ii) is to be settled by the delivery of
Common Stock, or such other securities, in cash or otherwise), except to the
Underwriters pursuant to this Agreement, for a period of 180 days after the date
of the Prospectus without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. Notwithstanding the foregoing, during such
period (i) the Company may grant stock options pursuant to the Company's
existing stock option plan and (ii) the Company may issue shares of Common Stock
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof. The Company also agrees not to file any
registration statement with respect to any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock for
a period of 180 days after the date of the Prospectus without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation. In addition,
each Selling Stockholder agrees that, for a period of 180 days after the date of
the Prospectus without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation, it will not make any demand for, or exercise any right
with respect to, the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock. The
Company shall, prior to or concurrently with the execution of this Agreement,
deliver an agreement executed by (i) each Selling Stockholder, (ii) each of the
directors and officers of the Company who is not a Selling Stockholder and (iii)
each stockholder listed on Annex I hereto to the effect that such person will
not, during the period commencing on the date such person signs such agreement
and ending 180 days after the date of the Prospectus, without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation, (A) engage in
any of the transactions described in the first sentence of this paragraph or (B)
make any demand for, or exercise any right with respect to, the registration of
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock.
    

         SECTION 3. Terms of Public Offering. The Sellers are advised by you
that the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the execution and delivery of this
Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

   
         SECTION 4. Delivery and Payment. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation
shall request no later than two business days prior to the Closing Date or the
applicable Option Closing Date (as defined below), as the case may be. The
Shares shall be delivered by or on behalf of the Sellers, with any transfer
taxes thereon duly paid by the respective Sellers, to Donaldson, Lufkin &
Jenrette Securities Corporation through the facilities of The Depository Trust
Company ("DTC"), for the respective accounts of the several Underwriters,
against payment to the Sellers of the Purchase Price therefor by wire transfer
of Federal or other funds immediately available in New York City. The
certificates representing the Shares shall be made available for inspection not
later than 9:30 A.M., New York City time, on the business day prior to the
Closing Date or the applicable Option Closing Date, as the case may be, at the
office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time
and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New
York City time, on ________, 1998 or such other time on the same or such
    


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other date as Donaldson, Lufkin & Jenrette Securities Corporation and the
Company shall agree in writing. The time and date of delivery and payment for
the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and
date of delivery and payment for any Additional Shares to be purchased by the
Underwriters shall be 9:00 A.M., New York City time, on the date specified in
the applicable exercise notice given by you pursuant to Section 2 or such other
time on the same or such other date as Donaldson, Lufkin & Jenrette Securities
Corporation and the Company shall agree in writing. The time and date of
delivery and payment for any Additional Shares are hereinafter referred to as
the "OPTION CLOSING DATE".

         The documents to be delivered on the Closing Date or any Option Closing
Date on behalf of the parties hereto pursuant to Section 9 of this Agreement
shall be delivered at the offices of Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
[590 Madison Avenue, New York, New York 10022] and the Shares shall be delivered
at the Designated Office, all on the Closing Date or such Option Closing Date,
as the case may be.

         SECTION 5.  Agreements of the Company.  The Company agrees with you:

          (a) To advise you promptly and, if requested by you, to confirm such
advice in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for such purposes, (iii) when any amendment to the
Registration Statement becomes effective, (iv) if the Company is required to
file a Rule 462(b) Registration Statement after the effectiveness of this
Agreement, when the Rule 462(b) Registration Statement has become effective and
(v) of the happening of any event during the period referred to in Section 5(d)
below which makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or which requires any additions to or changes
in the Registration Statement or the Prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the Company will use
its best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.

          (b) To furnish to you four signed copies of the Registration Statement
as first filed with the Commission and of each amendment to it, including all
exhibits, and to furnish to you and each Underwriter designated by you such
number of conformed copies of the Registration Statement as so filed and of each
amendment to it, without exhibits, as you may reasonably request.

          (c) To prepare the Prospectus, the form and substance of which shall
be satisfactory to you, and to file the Prospectus in such form with the
Commission within the applicable period specified in Rule 424(b) under the Act;
during the period specified in Section 5(d) below, not to file any further
amendment to the Registration Statement and not to make any amendment or
supplement to the Prospectus of which you shall not previously have been advised
or to which


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you shall reasonably object after being so advised; and, during such period, to
prepare and file with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or amendment or supplement to the
Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause any such
amendment to the Registration Statement to become promptly effective.

          (d) Prior to 10:00 A.M., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus)
as such Underwriter or dealer may reasonably request.

          (e) If during the period specified in Section 5(d), any event shall
occur or condition shall exist as a result of which, in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement
the Prospectus to comply with applicable law, forthwith to prepare and file with
the Commission an appropriate amendment or supplement to the Prospectus so that
the statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.

          (f) Prior to any public offering of the Shares, to cooperate with you
and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the Prospectus, the Registration
Statement, any preliminary prospectus or the offering or sale of the Shares, in
any jurisdiction in which it is not now so subject.

          (g) To mail and make generally available to its stockholders as soon
as practicable an earnings statement covering the twelve-month period ending
__________, 199_ that shall satisfy the provisions of Section 11(a) of the Act,
and to advise you in writing when such statement has been so made available.

          (h) During the period of three years after the date of this Agreement,
to furnish to you as soon as available copies of all reports or other
communications furnished to the record holders


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of Common Stock or furnished to or filed with the Commission or any national
securities exchange on which any class of securities of the Company is listed
and such other publicly available information concerning the Company and its
subsidiaries as you may reasonably request.

          (i) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of the Sellers' obligations under this
Agreement, including: (i) the fees, disbursements and expenses of the Company's
counsel, the Company's accountants and any Selling Stockholder's counsel (in
addition to the Company's counsel) in connection with the registration and
delivery of the Shares under the Act and all other fees and expenses in
connection with the preparation, printing, filing and distribution of the
Registration Statement (including financial statements and exhibits), any
preliminary prospectus, the Prospectus and all amendments and supplements to any
of the foregoing, including the mailing and delivering of copies thereof to the
Underwriters and dealers in the quantities specified herein, (ii) all costs and
expenses related to the transfer and delivery of the Shares to the Underwriters,
including any transfer or other taxes payable thereon, (iii) all costs of
printing or producing this Agreement and any other agreements or documents in
connection with the offering, purchase, sale or delivery of the Shares, (iv) all
expenses in connection with the registration or qualification of the Shares for
offer and sale under the securities or Blue Sky laws of the several states and
all costs of printing or producing any Preliminary and Supplemental Blue Sky
Memoranda in connection therewith (including the filing fees and fees and
disbursements of counsel for the Underwriters in connection with such
registration or qualification and memoranda relating thereto), (v) the filing
fees and disbursements of counsel for the Underwriters in connection with the
review and clearance of the offering of the Shares by the National Association
of Securities Dealers, Inc., (vi) all fees and expenses in connection with the
preparation and filing of the registration statement on Form 8-A relating to the
Common Stock and all costs and expenses incident to the listing of the Shares on
the Nasdaq National Market, (vii) the cost of printing certificates representing
the Shares, (viii) the costs and charges of any transfer agent, registrar and/or
depositary, and (ix) all other costs and expenses incident to the performance of
the obligations of the Company and the Selling Stockholders hereunder for which
provision is not otherwise made in this Section. The provisions of this Section
shall not supersede or otherwise affect any agreement that the Company and the
Selling Stockholders may otherwise have for allocation of such expenses among
themselves.

          (j) To use its best efforts to list for quotation the Shares on the
Nasdaq National Market and to maintain the listing of the Shares on the Nasdaq
National Market for a period of three years after the date of this Agreement.

          (k) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.


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          (l) If the Registration Statement at the time of the effectiveness of
this Agreement does not cover all of the Shares, to file a Rule 462(b)
Registration Statement with the Commission registering the Shares not so covered
in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of
this Agreement and to pay to the Commission the filing fee for such Rule 462(b)
Registration Statement at the time of the filing thereof or to give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

         SECTION 6. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:

          (a) The Registration Statement has become effective (other than any
Rule 462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement); any Rule 462(b) Registration Statement filed
after the effectiveness of this Agreement will become effective no later than
10:00 P.M., New York City time, on the date of this Agreement; and no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.

      (b) (i) The Registration Statement (other than any Rule 462(b)
Registration Statement to be filed by the Company after the effectiveness of
this Agreement), when it became effective, did not contain and, as amended, if
applicable, will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement (other than
any Rule 462(b) Registration Statement to be filed by the Company after the
effectiveness of this Agreement) and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the Act,
(iii) if the Company is required to file a Rule 462(b) Registration Statement
after the effectiveness of this Agreement, such Rule 462(b) Registration
Statement and any amendments thereto, when they become effective (A) will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and (B) will comply in all material respects with the Act and (iv)
the Prospectus does not contain and, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to
statements or omissions in the Registration Statement or the Prospectus based
upon information relating to any Underwriter furnished to the Company in writing
by such Underwriter through you expressly for use therein.

          (c) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Act, complied when so filed in all material
respects with the Act, and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this paragraph do not apply to statements or omissions in any
preliminary prospectus based upon information relating to any


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Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use therein.

          (d) Each of the Company and its subsidiaries has been duly
incorporated or organized, is validly existing as a corporation, limited
partnership or limited liability company, as the case may be, in good standing
under the laws of its jurisdiction of incorporation or organization and has the
power and authority to carry on its business as described in the Prospectus and
to own, lease and operate its properties, and each is duly qualified and is in
good standing as a foreign corporation, limited partnership or limited liability
company, as the case may be, authorized to do business in each jurisdiction in
which the nature of its business or 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, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

          (e) There are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities, commitments of sale or liens granted or issued by
the Company or any of its subsidiaries relating to or entitling any person to
purchase or otherwise to acquire any shares of the capital stock of the Company
or any of its subsidiaries, except as otherwise disclosed in the Registration
Statement.

          (f) All the outstanding shares of capital stock of the Company
(including the Shares to be sold by the Selling Stockholders) have been duly
authorized and validly issued and are fully paid, non-assessable and not subject
to any preemptive or similar rights; all the shares of Common Stock of the
Company to be issued by the Company on or prior to the Closing Date upon
conversion of the Company's outstanding shares of Convertible Redeemable
Preferred Stock and Deferred Purchase Price Liability (as such terms are defined
in the Prospectus) have been duly authorized and, upon the issuance thereof in
the manner described in the Prospectus, will be validly issued, fully paid,
non-assessable, and not subject to any preemptive or similar rights; and the
Shares to be issued and sold by the Company have been duly authorized and, when
issued and delivered to the Underwriters against payment therefor as provided by
this Agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to any preemptive or similar rights.

          (g) All of the outstanding shares of capital stock (or equivalent
partnership or membership interests, as the case may be, for noncorporate
subsidiaries) of each of the Company's subsidiaries have been duly authorized
and validly issued and are fully paid and non-assessable, and are owned by the
Company, directly or indirectly through one or more subsidiaries, free and clear
of any security interest, claim, lien, encumbrance or adverse interest of any
nature.

          (h) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.


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          (i) Neither the Company nor any of its subsidiaries is in violation of
its respective charter or by-laws (or equivalent organizational documents for
non-corporate subsidiaries) or in default in the performance of any obligation,
agreement, covenant or condition contained in any indenture, loan agreement,
mortgage, lease or other agreement or instrument that is material to the Company
and its subsidiaries, taken as a whole, 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 property is bound.

          (j) The execution, delivery and performance of this Agreement by the
Company, the compliance by the Company with all the provisions hereof and the
consummation of the transactions contemplated hereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (ii) conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the charter or by-laws of the Company or any of its subsidiaries (or equivalent
organizational documents for non-corporate subsidiaries) or any indenture, loan
agreement, mortgage, lease or other agreement or instrument that is material to
the Company and its subsidiaries, taken as a whole, 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 property is bound, (iii) violate or conflict
with any applicable law or any rule, regulation, judgment, order or decree of
any court or any governmental body or agency having jurisdiction over the
Company, any of its subsidiaries or their respective property or (iv) result in
the suspension, termination or revocation of any Authorization (as defined
below) of the Company or any of its subsidiaries or any other impairment of the
rights of the holder of any such Authorization.

          (k) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is or could be a
party or to which any of their respective property is or could be subject that
are required to be described in the Registration Statement or the Prospectus and
are not so described; nor are there 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 so described or filed as required.

          (l) Neither the Company nor any of its subsidiaries has violated any
foreign, federal, state or local law or regulation relating to the protection of
human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), any provisions of the
Employee Retirement Income Security Act of 1974, as amended, or any provisions
of the Foreign Corrupt Practices Act or the rules and regulations promulgated
thereunder, except for such violations which, singly or in the aggregate, would
not have a material adverse effect on the business, prospects, financial
condition or results of operation of the Company and its subsidiaries, taken as
a whole.

          (m) Each of the Company and its subsidiaries has such permits,
licenses, consents, exemptions, franchises, authorizations and other approvals
(each, an "AUTHORIZATION") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-


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regulatory organizations and all courts and other tribunals, including, without
limitation, under any applicable Environmental Laws, as are necessary to own,
lease, license and operate its respective properties and to conduct its
business, except where the failure to have any such Authorization or to make any
such filing or notice would not, singly or in the aggregate, have a material
adverse effect on the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole. Each such
Authorization is valid and in full force and effect and each of the Company and
its subsidiaries is in compliance with all the terms and conditions thereof and
with the rules and regulations of the authorities and governing bodies having
jurisdiction with respect thereto; and no event has occurred (including, without
limitation, the receipt of any notice from any authority or governing body)
which allows or, after notice or lapse of time or both, would allow, revocation,
suspension or termination of any such Authorization or results or, after notice
or lapse of time or both, would result in any other impairment of the rights of
the holder of any such Authorization; and such Authorizations contain no
restrictions that are burdensome to the Company or any of its subsidiaries;
except where such failure to be valid and in full force and effect or to be in
compliance, the occurrence of any such event or the presence of any such
restriction would not, singly or in the aggregate, have a material adverse
effect on the business, prospects, financial condition or results of operations
of the Company and its subsidiaries, taken as a whole.

          (n) 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 Authorization, 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 business, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

         (o) The Company and its subsidiaries own or possess, or can acquire on
reasonable terms, all 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 ("INTELLECTUAL PROPERTY") currently employed by
them in connection with the business now operated by them except where the
failure to own or possess or otherwise be able to acquire such intellectual
property would not, singly or in the aggregate, have a material adverse effect
on the business, prospects, financial condition or results of operation of the
Company and its subsidiaries, taken as a whole; and neither the Company nor any
of its subsidiaries has received any notice of infringement of or conflict with
asserted rights of others with respect to any of such intellectual property
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.

         (p) The Company and each of its subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; and neither the Company nor any of its subsidiaries (i) has received
notice from any insurer or agent of such insurer that substantial


                                       10
<PAGE>   11
capital improvements or other material expenditures will have to be made in
order to continue such insurance or (ii) 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 at a cost that would
not have a material adverse effect on the business, prospects, financial
conditions or results of operations of the Company and its subsidiaries, taken
as a whole.

         (q) No relationship, direct or indirect, exists between or among the
Company or any of its subsidiaries on the one hand, and the directors, officers,
stockholders, customers or suppliers of the Company or any of its subsidiaries
on the other hand, which is required by the Act to be described in the
Registration Statement or the Prospectus which is not so described.

         (r) This Agreement has been duly authorized, executed and delivered by
the Company.

          (s) Ernst & Young LLP are independent public accountants with respect
to the Company and its subsidiaries as required by the Act.

          (t) The consolidated financial statements included in the Registration
Statement and the Prospectus (and any amendment or supplement thereto), together
with related schedules and notes, present fairly the consolidated financial
position, results of operations and changes in financial position of the Company
and its subsidiaries and the combined financial position, results of operations
and changes in financial position of the Predecessors (as such term is defined
in the Registration Statement and Prospectus), in each case on the basis stated
therein at the respective dates or for the respective periods to which they
apply; such statements and related schedules and notes have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein; the supporting
schedules, if any, included in the Registration Statement present fairly in
accordance with generally accepted accounting principles the information
required to be stated therein; and the other financial and statistical
information and data set forth in the Registration Statement and the Prospectus
(and any amendment or supplement thereto) are, in all material respects,
accurately presented and prepared on a basis consistent with such financial
statements and the books and records of the Company and the Predecessors, as the
case may be.

                (u) The pro forma financial data of the Company and its
subsidiaries and the Predecessors, as the case may be, and the related notes
thereto set forth in the Registration Statement and the Prospectus (and any
supplement or amendment thereto) have been prepared on a basis consistent with
the historical financial statements of the Company and its subsidiaries and the
Predecessors, as the case may be, give effect to the assumptions used in the
preparation thereof on a reasonable basis and in good faith and present fairly
the historical and proposed transactions contemplated by the Registration
Statement and the Prospectus. Such pro forma financial data have been prepared
in accordance with the applicable requirements of Rule 11-02 of Regulation S-X
promulgated by the Commission.


                                       11
<PAGE>   12
         (v) The Company and each of its subsidiaries maintains 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 principles 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) All material tax returns required to be filed by the Company and
each of its subsidiaries in any jurisdiction have been filed, other than those
filings being contested in good faith, and all material taxes, including
withholding taxes, penalties and interest, assessments, fees and other charges
due pursuant to such returns or pursuant to any assessment received by the
Company or any of its subsidiaries have been paid, other than those being
contested in good faith and for which adequate reserves have been provided.

          (x) The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described in
the Prospectus, will not be, an "investment company" as such term is defined in
the Investment Company Act of 1940, as amended.

          (y) Except as otherwise disclosed in the Registration Statement with
respect to registration rights held by certain stockholders of the Company
(which registration rights have been waived with respect to any obligation of
the Company to include such securities with the Shares registered pursuant to
the Registration Statement), 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 Act with
respect to any securities of the Company or to require the Company to include
such securities with the Shares registered pursuant to the Registration
Statement.

          (z) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development involving
a prospective material adverse change in the condition, financial or otherwise,
or the earnings, business, management or operations of the Company and its
subsidiaries, taken as a whole, (ii) there has not been any material adverse
change or any development involving a prospective material adverse change in the
capital stock or in the long-term debt of the Company or any of its subsidiaries
and (iii) neither the Company nor any of its subsidiaries has incurred any
material liability or obligation, direct or contingent.

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


                                       12
<PAGE>   13
         SECTION 7. Representations and Warranties of the Selling Stockholders.
Each Selling Stockholder represents and warrants to each Underwriter that:

          (a) Such Selling Stockholder is the lawful owner of the Shares to be
sold by such Selling Stockholder pursuant to this Agreement and has, and on the
Closing Date will have, good and clear title to such Shares, free of all
restrictions on transfer, liens, encumbrances, security interests, equities and
claims whatsoever.

          (b) The Shares to be sold by such Selling Stockholder have been duly
authorized and are validly issued, fully paid and non-assessable.

          (c) Such Selling Stockholder has, and on the Closing Date will have,
full legal right, power and authority, and all authorization and approval
required by law, to enter into this Agreement, the Custody Agreement signed by
such Selling Stockholder and               , as Custodian, relating to the 
deposit of the Shares to be sold by such Selling Stockholder (the "CUSTODY 
AGREEMENT") and the Power of Attorney of such Selling Stockholder appointing
certain individuals as such Selling Stockholder's attorneys-in-fact (the 
"ATTORNEYS") to the extent set forth therein, relating to the transactions 
contemplated hereby and by the Registration Statement and the Custody Agreement
(the "POWER OF ATTORNEY") and to sell, assign, transfer and deliver the Shares
to be sold by such Selling Stockholder in the manner provided herein and 
therein.

          (d) This Agreement has been duly authorized, executed and delivered by
or on behalf of such Selling Stockholder.

          (e) The Custody Agreement of such Selling Stockholder has been duly
authorized, executed and delivered by such Selling Stockholder and is a valid
and binding agreement of such Selling Stockholder, enforceable in accordance
with its terms.

          (f) The Power of Attorney of such Selling Stockholder has been duly
authorized, executed and delivered by such Selling Stockholder and is a valid
and binding instrument of such Selling Stockholder, enforceable in accordance
with its terms, and, pursuant to such Power of Attorney, such Selling
Stockholder has, among other things, authorized the Attorneys, or any one of
them, to execute and deliver on such Selling Stockholder's behalf this Agreement
and any other document that they, or any one of them, may deem necessary or
desirable in connection with the transactions contemplated hereby and thereby
and to deliver the Shares to be sold by such Selling Stockholder pursuant to
this Agreement.

          (g) Upon delivery of and payment for the Shares to be sold by such
Selling Stockholder pursuant to this Agreement, good and clear title to such
Shares will pass to the Underwriters, free of all restrictions on transfer,
liens, encumbrances, security interests, equities and claims whatsoever.


                                       13
<PAGE>   14
          (h) The execution, delivery and performance of this Agreement and the
Custody Agreement and Power of Attorney of such Selling Stockholder by or on
behalf of such Selling Stockholder, the compliance by such Selling Stockholder
with all the provisions hereof and thereof and the consummation of the
transactions contemplated hereby and thereby will not (i) require any consent,
approval, authorization or other order of, or qualification with, any court or
governmental body or agency (except such as may be required under the securities
or Blue Sky laws of the various states), (ii) conflict with or constitute a
breach of any of the terms or provisions of, or a default under, the
organizational documents of such Selling Stockholder, if such Selling
Stockholder is not an individual, or any indenture, loan agreement, mortgage,
lease or other agreement or instrument to which such Selling Stockholder is a
party or by which such Selling Stockholder or any property of such Selling
Stockholder is bound or (iii) violate or conflict with any applicable law or any
rule, regulation, judgment, order or decree of any court or any governmental
body or agency having jurisdiction over such Selling Stockholder or any property
of such Selling Stockholder.

          (i) The information in the Registration Statement under the caption
"Principal and Selling Stockholders" which specifically relates to such Selling
Stockholder does not, and will not on the Closing Date, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

          (j) At any time during the period described in Section 5(d), if there
is any change in the information referred to in Section 7(i), such Selling
Stockholder will immediately notify you of such change.

          (k) Each certificate signed by or on behalf of such Selling
Stockholder and delivered to the Underwriters or counsel for the Underwriters
shall be deemed to be a representation and warranty by such Selling Stockholder
to the Underwriters as to the matters covered thereby.

         (l) To the best of such Selling Stockholder's knowledge, (i) the
Registration Statement (other than any Rule 462(b) Registration Statement to be
filed by the Company after the effectiveness of this Agreement), when it became
effective, did not contain and, as amended, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) if the Company is required to file a Rule 462(b) Registration Statement
after the effectiveness of this Agreement, such Rule 462(b) Registration
Statement and any amendments thereto, when they become effective, will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph do
not apply to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.


                                       14
<PAGE>   15
         SECTION 8. Indemnification. (a) The Sellers, jointly and severally,
agree to indemnify and hold harmless each Underwriter, its directors, its
officers and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), from and against any and all losses,
claims, damages, liabilities and judgments (including, without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action, that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), the Prospectus (or any amendment or
supplement thereto) or any preliminary prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished in writing to the Company by
such Underwriter through you expressly for use therein provided, however, that
the foregoing indemnity agreement with respect to any preliminary prospectus
shall not inure to the benefit of any Underwriter who failed to deliver a
Prospectus, as then amended or supplemented, (so long as the Prospectus and any
amendment or supplement thereto was provided by the Company to the several
Underwriters in the requisite quantity and on a timely basis to permit proper
delivery on or prior to the Closing Date) to the person asserting any losses,
claims, damages, liabilities or judgments caused by any untrue statement or
alleged untrue statement of a material fact contained in such preliminary
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such material misstatement or omission or alleged
material misstatement or omission was cured in the Prospectus, as so amended or
supplemented, and such Prospectus was required by law to be delivered at or
prior to the written confirmation of sale to such person. Notwithstanding the
foregoing, the aggregate liability of any Selling Stockholder pursuant to this
Section 8(a) shall be limited to an amount equal to the total proceeds (before
deducting underwriting discounts and commissions and expenses) received by such
Selling Stockholder from the Underwriters for the sale of the Shares sold by
such Selling Stockholder hereunder.


                                       15
<PAGE>   16
         Notwithstanding the foregoing, and without limiting in any way the
ability of the Underwriters to commence an action or proceeding against any of
the Selling Stockholders, no Selling Stockholder shall be required to make
payment of any amount pursuant to this Section 8 to any Underwriter with respect
to any losses, claims, damages, liabilities or judgments which fall within the
scope of this Section 8 unless and until (i) the Underwriters make a written
demand for indemnification from the Company and (ii) the Company or any
subsidiary has failed to pay any amount owed to any Underwriter pursuant to this
Section 8(a) with respect to any such losses, claims, damages, liabilities and
judgments, within twenty business days. In the event that any Selling
Stockholder fails to comply with its obligations with respect to any losses,
claims, damages, liabilities or judgments, the Underwriters further agree that
(x) they will not commence any legal proceeding against any such Selling
Stockholder to recover such losses, claims, damages, liabilities or judgments
unless, prior to or concurrently therewith they shall have commenced a legal
proceeding against the Company or any of its subsidiaries to recover the same,
(y) the Underwriters will diligently and in good faith prosecute any such legal
proceeding against the Company and its subsidiaries for as long as the Selling
Stockholders are a party thereto, and (z) in the event that judgments are
entered in favor of the Underwriters against both the Company or its
subsidiaries and the Selling Stockholders in any such legal proceeding, (1)
during the period of 45 days following the date on which the judgment against
the Company or its subsidiaries becomes final and is not subject to appeal, the
Underwriters will take commercially reasonable steps to enforce the judgment
entered against the Company or its subsidiaries and will not seek to enforce the
judgment entered against any Selling Stockholder and (2) after the expiration of
such period, the Underwriters may seek to enforce the judgment entered against
any such Selling Stockholder, but will continue to take commercially reasonable
steps to enforce the judgment entered against the Company or its subsidiaries
for so long as they are seeking to enforce the judgment entered against the
Selling Stockholders. Notwithstanding the foregoing, the Selling Stockholders
shall be liable in accordance with Section 8(a) without regard to the provisions
set forth in this paragraph immediately after any Insolvency Event (as
hereinafter defined).

         For the purposes of the foregoing paragraph, an "Insolvency Event"
shall have occurred when the Company or any of its subsidiaries has (i)
commenced a voluntary proceeding under any Federal or state bankruptcy,
insolvency, reorganization or similar law, or other proceeding to be adjudicated
a bankrupt or insolvent, (ii) consented to the entry of a decree or order for
relief in any involuntary proceeding or to the commencement of any similar
proceeding against it, (iii) had entered against it any decree or order for
relief in any involuntary proceeding or adjudging the Company or any subsidiary
a bankrupt or insolvent or appointing a custodian, receiver or similar official
of the Company or any subsidiary or any substantial part of its property, or had
any such party appointed or take possession thereof, (iv) made any assignment
for the benefit or creditors, or (v) taken any corporate action to authorize any
of the foregoing actions.

          (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement, each person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, each Selling
Stockholder and each person, if any, who controls such Selling Stockholder
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to


                                       16
<PAGE>   17
the same extent as the foregoing indemnity from the Sellers to such Underwriter
but only with reference to information relating to such Underwriter furnished in
writing to the Company by such Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus.

          (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for (i) the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all Underwriters, their officers and
directors and all persons, if any, who control any Underwriter within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act, (ii)
the fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) for the Company, its directors, its officers who sign the
Registration Statement and all persons, if any, who control the Company within
the meaning of either such Section and (iii) the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all
Selling Stockholders and all persons, if any, who control any Selling
Stockholder within the meaning of either such Section, and all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Underwriters, their officers and directors and such
control persons of any Underwriters, such firm shall be designated in writing by
Donaldson, Lufkin & Jenrette Securities Corporation. In the case of any such
separate firm for the Company and such directors, officers and control persons
of the Company, such firm shall be designated in writing by the Company. In the
case of any such separate firm for the Selling Stockholders and such control
persons of any Selling Stockholders, such firm shall be designated in writing by
the Attorneys. The indemnifying party shall indemnify and hold harmless the


                                       17
<PAGE>   18
indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i) effected
with its written consent or (ii) effected without its written consent if the
settlement is entered into more than twenty business days after the indemnifying
party shall have received a request from the indemnified party for reimbursement
for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

          (d) To the extent the indemnification provided for in this Section 8
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, 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 such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Sellers on the one hand and the Underwriters on the other hand from the offering
of the Shares or (ii) if the allocation provided by clause 8(d)(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 8(d)(i) above but also the
relative fault of the Sellers on the one hand and the Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative benefits received by the Sellers on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting expenses) received
by the Sellers, and the total underwriting discounts and commissions received by
the Underwriters, bear to the total price to the public of the Shares, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault of the Sellers on the one hand and the Underwriters on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Selling Stockholders on the one hand or the Underwriters on the other hand and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

         The Sellers and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the


                                       18
<PAGE>   19
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective number
of Shares purchased by each of the Underwriters hereunder and not joint.

          (e) The remedies provided for in this Section 8 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

          (f) Each Selling Stockholder hereby designates P.F. Chang's China
Bistro, Inc., 5090 North 40th Street, Suite 160, Phoenix, Arizona 85018, as its
authorized agent, upon which process may be served in any action which may be
instituted in any state or federal court in the State of New York by any
Underwriter, any director or officer of any Underwriter or any person
controlling any Underwriter asserting a claim for indemnification or
contribution under or pursuant to this Section 8, and each Selling Stockholder
will accept the jurisdiction of such court in such action, and waives, to the
fullest extent permitted by applicable law, any defense based upon lack of
personal jurisdiction or venue. A copy of any such process shall be sent or
given to such Selling Stockholder, at the address for notices specified in
Section 12 hereof.

         SECTION 9. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Firm Shares under this Agreement
are subject to the satisfaction of each of the following conditions:

          (a) All the representations and warranties of the Company contained in
this Agreement shall be true and correct on the Closing Date with the same force
and effect as if made on and as of the Closing Date.

          (b) If the Company is required to file a Rule 462(b) Registration
Statement after the effectiveness of this Agreement, such Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., New York City
time, on the date of this Agreement; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been commenced or shall be pending
before or contemplated by the Commission.

          (c) You shall have received on the Closing Date a certificate dated
the Closing Date, signed by Richard L. Federico and Robert Vivian, in their
capacities as the Chief Executive Officer and Chief Financial Officer of the
Company, confirming the matters set forth in Sections


                                       19
<PAGE>   20
6(z), 9(a) and 9(b) and that the Company has complied with all of the agreements
and satisfied all of the conditions herein contained and required to be complied
with or satisfied by the Company on or prior to the Closing Date.

          (d) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company and its subsidiaries, taken as
a whole, (ii) there shall not have been any change or any development involving
a prospective change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 9(d)(i),
9(d)(ii) or 9(d)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.

          (e) All the representations and warranties of each Selling Stockholder
contained in this Agreement shall be true and correct on the Closing Date with
the same force and effect as if made on and as of the Closing Date and you shall
have received on the Closing Date a certificate dated the Closing Date from each
Selling Stockholder to such effect and to the effect that such Selling
Stockholder has complied with all of the agreements and satisfied all of the
conditions herein contained and required to be complied with or satisfied by
such Selling Stockholder on or prior to the Closing Date.

          (f) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the Closing Date,
of Gray Cary Ware & Freidenrich, LLP, counsel for the Company and the Selling
Stockholders, to the effect that:

                  (i) each of the Company and its subsidiaries has been duly
         incorporated or organized, is validly existing as a corporation,
         limited partnership or limited liability company, as the case may be,
         in good standing under the laws of its jurisdiction of incorporation or
         organization and has the power and authority to carry on its business
         as described in the Prospectus and to own, lease and operate its
         properties;

                 (ii) each of the Company and its subsidiaries is duly qualified
         and is in good standing as a foreign corporation, limited partnership
         or limited liability company, as the case may be, authorized to do
         business in each jurisdiction in which the nature of its business or
         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, prospects, financial condition or
         results of operations of the Company and its subsidiaries, taken as a
         whole;

                (iii) all the outstanding shares of capital stock of the Company
         (including the Shares to be sold by the Selling Stockholders) have been
         duly authorized and validly


                                       20
<PAGE>   21
         issued and are fully paid, non-assessable and not subject to any
         preemptive or similar rights; and all the shares of Common Stock of the
         Company to be issued by the Company on or prior to the Closing Date
         upon conversion of the Company's outstanding shares of Convertible
         Redeemable Preferred Stock and Deferred Purchase Price Liability (as
         such terms are defined in the Prospectus) have been duly authorized
         and, upon the issuance thereof in the manner described in the
         Prospectus, will be validly issued, fully paid, non-assessable, and not
         subject to any preemptive or similar rights;

                 (iv) the Shares to be issued and sold by the Company hereunder
         have been duly authorized and, when issued and delivered to the
         Underwriters against payment therefor as provided by this Agreement,
         will be validly issued, fully paid and non-assessable, and the issuance
         of such Shares will not be subject to any preemptive or similar rights;

                  (v) all of the outstanding shares of capital stock (or
         equivalent partnership or membership interests, as the case may be, for
         non-corporate subsidiaries) of each of the Company's subsidiaries have
         been duly authorized and validly issued and are fully paid and
         non-assessable, and are owned by the Company, directly or indirectly
         through one or more subsidiaries, free and clear of any security
         interest, claim, lien, encumbrance or adverse interest of any nature;

                 (vi) this Agreement has been duly authorized, executed and
         delivered by the Company and by or on behalf of each Selling
         Stockholder;

                (vii) the authorized capital stock of the Company conforms as to
         legal matters to the description thereof contained in the Prospectus;

               (viii) the Registration Statement has become effective under the
         Act, no stop order suspending its effectiveness has been issued and no
         proceedings for that purpose are, to the best of such counsel's
         knowledge after due inquiry, pending before or contemplated by the
         Commission;

                 (ix) the statements under the captions "Business-Government
         Regulation," "Management-Limitation of Liability and Indemnification,"
         "Management-Benefit Plans-Certain Transactions," "Description of
         Capital Stock," "Shares Eligible for Future Sale" and "Underwriting" in
         the Prospectus and Items 14 and 15 of Part II of the Registration
         Statement, insofar as such statements constitute a summary of the legal
         matters, documents or proceedings referred to therein, fairly present
         the information called for with respect to such legal matters,
         documents and proceedings;

                  (x) neither the Company nor any of its subsidiaries is in
         violation of its respective charter or by-laws (or equivalent
         organizational documents for non-corporate subsidiaries), and, to the
         best of such counsel's knowledge after due inquiry, neither the Company
         nor any of its subsidiaries is in default in the performance of any
         obligation, agreement, covenant or condition contained in any
         indenture, loan agreement, mortgage, lease or other agreement or
         instrument that is material to the Company and its


                                       21
<PAGE>   22
         subsidiaries, taken as a whole, 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 property is bound;

                 (xi) the execution, delivery and performance of this Agreement
         by the Company, the compliance by the Company with all the provisions
         hereof and the consummation of the transactions contemplated hereby
         will not (A) require any consent, approval, authorization or other
         order of, or qualification with, any court or governmental body or
         agency (except such as may be required under the securities or Blue Sky
         laws of the various states), (B) conflict with or constitute a breach
         of any of the terms or provisions of, or a default under, the charter
         or by-laws of the Company or any of its subsidiaries (or equivalent
         organizational documents for non-corporate subsidiaries) or any
         indenture, loan agreement, mortgage, lease or other agreement or
         instrument that is material to the Company and its subsidiaries, taken
         as a whole, 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
         property is bound, (C) violate or conflict with any applicable law or
         any rule, regulation, judgment, order or decree of any court or any
         governmental body or agency having jurisdiction over the Company, any
         of its subsidiaries or their respective property or (D) result in the
         suspension, termination or revocation of any Authorization of the
         Company or any of its subsidiaries or any other impairment of the
         rights of the holder of any such Authorization;

                (xii) after due inquiry, such counsel does not know of any legal
         or governmental proceedings pending or threatened to which the Company
         or any of its subsidiaries is or could be a party or to which any of
         their respective property is or could be subject that are required to
         be described in the Registration Statement or the Prospectus and are
         not so described, or of 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 so described or filed as required;

               (xiii) neither the Company nor any of its subsidiaries has
         violated any Environmental Law, any provisions of the Employee
         Retirement Income Security Act of 1974, as amended, or any provisions
         of the Foreign Corrupt Practices Act or the rules and regulations
         promulgated thereunder, except for such violations which, singly or in
         the aggregate, would not have a material adverse effect on the
         business, prospects, financial condition or results of operation of the
         Company and its subsidiaries, taken as a whole;

                (xiv) each of the Company and its subsidiaries has such
         Authorizations of, and has made all filings with and notices to, all
         governmental or regulatory authorities and self-regulatory
         organizations and all courts and other tribunals, including, without
         limitation, under any applicable Environmental Laws, as are necessary
         to own, lease, license and operate its respective properties and to
         conduct its business, except where the failure to have any such
         Authorization or to make any such filing or notice would not, singly or
         in the aggregate, have a material adverse effect on the business,
         prospects, financial condition or results of operations of the Company
         and its subsidiaries, taken as a whole; each such Authorization is
         valid and in full force and effect and each of the


                                       22
<PAGE>   23
         Company and its subsidiaries is in compliance with all the terms and
         conditions thereof and with the rules and regulations of the
         authorities and governing bodies having jurisdiction with respect
         thereto; and no event has occurred (including, without limitation, the
         receipt of any notice from any authority or governing body) which
         allows or, after notice or lapse of time or both, would allow,
         revocation, suspension or termination of any such Authorization or
         results or, after notice or lapse of time or both, would result in any
         other impairment of the rights of the holder of any such Authorization;
         and such Authorizations contain no restrictions that are burdensome to
         the Company or any of its subsidiaries; except where such failure to be
         valid and in full force and effect or to be in compliance, the
         occurrence of any such event or the presence of any such restriction
         would not, singly or in the aggregate, have a material adverse effect
         on the business, prospects, financial condition or results of
         operations of the Company and its subsidiaries, taken as a whole;

                 (xv) the Company is not and, after giving effect to the
         offering and sale of the Shares and the application of the proceeds
         thereof as described in the Prospectus, will not be, an "investment
         company" as such term is defined in the Investment Company Act of 1940,
         as amended;

                (xvi) except as otherwise disclosed in the Registration
         Statement with respect to registration rights held by certain
         stockholders of the Company (which registration rights have been waived
         with respect to any obligation of the Company to include such
         securities with the Shares registered pursuant to the Registration
         Statement), to the best of such counsel's knowledge after due inquiry,
         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 Act with respect to
         any securities of the Company or to require the Company to include such
         securities with the Shares registered pursuant to the Registration
         Statement;

               (xvii) (A) the Registration Statement and the Prospectus and any
         supplement or amendment thereto (except for the financial statements
         and other financial data included therein as to which no opinion need
         be expressed) comply as to form with the Act, (B) such counsel has no
         reason to believe that at the time the Registration Statement became
         effective or on the date of this Agreement, the Registration Statement
         and the prospectus included therein (except for the financial
         statements and other financial data as to which such counsel need not
         express any belief) 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 and (C) such
         counsel has no reason to believe that the Prospectus, as amended or
         supplemented, if applicable (except for the financial statements and
         other financial data, as aforesaid) contains any untrue statement of a
         material fact or omits to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading;

              (xviii) each Selling Stockholder is the lawful owner of the Shares
         to be sold by such Selling Stockholder pursuant to this Agreement and
         has good and clear title to such


                                       23
<PAGE>   24
         Shares, free of all restrictions on transfer, liens, encumbrances,
         security interests, equities and claims whatsoever;

                (xix) each Selling Stockholder has full legal right, power and
         authority, and all authorization and approval required by law, to enter
         into this Agreement and the Custody Agreement and the Power of Attorney
         of such Selling Stockholder and to sell, assign, transfer and deliver
         the Shares to be sold by such Selling Stockholder in the manner
         provided herein and therein;

                 (xx) the Custody Agreement of each Selling Stockholder has been
         duly authorized, executed and delivered by such Selling Stockholder and
         is a valid and binding agreement of such Selling Stockholder,
         enforceable in accordance with its terms;

                (xxi) the Power of Attorney of each Selling Stockholder has been
         duly authorized, executed and delivered by such Selling Stockholder and
         is a valid and binding instrument of such Selling Stockholder,
         enforceable in accordance with its terms, and, pursuant to such Power
         of Attorney, such Selling Stockholder has, among other things,
         authorized the Attorneys, or any one of them, to execute and deliver on
         such Selling Stockholder's behalf this Agreement and any other document
         they, or any one of them, may deem necessary or desirable in connection
         with the transactions contemplated hereby and thereby and to deliver
         the Shares to be sold by such Selling Stockholder pursuant to this
         Agreement;

               (xxii) upon delivery of and payment for the Shares to be sold by
         each Selling Stockholder pursuant to this Agreement, good and clear
         title to such Shares will pass to the Underwriters, free of all
         restrictions on transfer, liens, encumbrances, security interests,
         equities and claims whatsoever; and

              (xxiii) the execution, delivery and performance of this Agreement
         and the Custody Agreement and Power of Attorney of each Selling
         Stockholder by such Selling Stockholder, the compliance by such Selling
         Stockholder with all the provisions hereof and thereof and the
         consummation of the transactions contemplated hereby and thereby will
         not (A) require any consent, approval, authorization or other order of,
         or qualification with, any court or governmental body or agency (except
         such as may be required under the securities or Blue Sky laws of the
         various states), (B) conflict with or constitute a breach of any of the
         terms or provisions of, or a default under, the organizational
         documents of such Selling Stockholder, if such Selling Stockholder is
         not an individual, or any indenture, loan agreement, mortgage, lease or
         other agreement or instrument to which such Selling Stockholder is a
         party or by which any property of such Selling Stockholder is bound or
         (C) violate or conflict with any applicable law or any rule,
         regulation, judgment, order or decree of any court or any governmental
         body or agency having jurisdiction over such Selling Stockholder or any
         property of such Selling Stockholder.


                                       24
<PAGE>   25
         The opinion of Gray Cary Ware & Freidenrich, LLP described in Section
9(f) above shall be rendered to you at the request of the Company and the
Selling Stockholders and shall so state therein.

          (g) You shall have received on the Closing Date an opinion, dated the
Closing Date, of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for the
Underwriters, as to the matters referred to in Sections 9(f)(iv), 9(f)(vi) (but
only with respect to the Company), 9(f)(ix) (but only with respect to the
statements under the caption "Description of Capital Stock" and "Underwriting")
and 9(f)(xvii).

         In giving such opinions with respect to the matters covered by Section
9(f)(xvii), counsel for the Company and the Selling Stockholders and counsel for
the Underwriters may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and Prospectus
and any amendments or supplements thereto and review and discussion of the
contents thereof, but are without independent check or verification except as
specified.

          (h) You shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to you, from Ernst & Young, L.L.P.,
independent public accountants, containing the information and statements of the
type ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

          (i) The Company shall have delivered to you the agreements specified
in Section 2 hereof which agreements shall be in full force and effect on the
Closing Date.

          (j) The Shares shall have been duly listed for quotation on the Nasdaq
National Market.

          (k) The Company and the Selling Stockholders shall not have failed on
or prior to the Closing Date to perform or comply with any of the agreements
herein contained and required to be performed or complied with by the Company or
the Selling Stockholders, as the case may be, on or prior to the Closing Date.

          (l) You shall have received on the Closing Date, a certificate of each
Selling Stockholder who is not a U.S. Person (as defined under applicable U.S.
federal tax legislation) to the effect that such Selling Stockholder is not a
U.S. Person, which certificate may be in the form of a properly completed and
executed United States Treasury Department Form W-8 (or other applicable form or
statement specified by Treasury Department regulations in lieu thereof).

         The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable Option
Closing Date of such documents as you may reasonably request with respect to the
good standing of the Company, the due


                                       25
<PAGE>   26
authorization and issuance of such Additional Shares and other matters related
to the issuance of such Additional Shares.

         SECTION 10. Effectiveness of Agreement and Termination. This Agreement
shall become effective upon the execution and delivery of this Agreement by the
parties hereto.

         This Agreement may be terminated at any time on or prior to the Closing
Date by you by written notice to the Sellers if any of the following has
occurred: (i) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market the
Shares on the terms and in the manner contemplated in the Prospectus, (ii) the
suspension or material limitation of trading in securities or other instruments
on the New York Stock Exchange, the American Stock Exchange, the Chicago Board
of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade
or the Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter market, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of any
court or other governmental authority which in your opinion materially and
adversely affects, or will materially and adversely affect, the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, (v) the 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 your opinion has a material adverse effect on the
financial markets in the United States.

         If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Shares or Additional Shares, as the case may be, which it has or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the total number of Firm Shares or Additional Shares, as the
case may be, to be purchased on such date by all Underwriters, each
non-defaulting Underwriter shall be obligated severally, in the proportion which
the number of Firm Shares set forth opposite its name in Schedule I bears to the
total number of Firm Shares which all the non-defaulting Underwriters have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the number of Firm Shares or Additional
Shares, as the case may be, which any Underwriter has agreed to purchase
pursuant to Section 2 hereof be increased pursuant to this Section 10 by an
amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased by all Underwriters and


                                       26
<PAGE>   27
arrangements satisfactory to you, the Company and the Selling Stockholders for
purchase of such Firm Shares are not made within 48 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter, the Company or the Selling Stockholders. In any such
case which does not result in termination of this Agreement, either you or the
Sellers shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or arrangements
may be effected. If, on an Option Closing Date, any Underwriter or Underwriters
shall fail or refuse to purchase Additional Shares and the aggregate number of
Additional Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Additional Shares to be purchased on such
date, the non-defaulting Underwriters shall have the option to (i) terminate
their obligation hereunder to purchase such Additional Shares or (ii) purchase
not less than the number of Additional Shares that such non-defaulting
Underwriters would have been obligated to purchase on such date in the absence
of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of any such
Underwriter under this Agreement.

         SECTION 11. Agreements of the Selling Stockholders. Each Selling
Stockholder agrees with you and the Company:

          (a) To pay or to cause to be paid all transfer taxes payable in
connection with the transfer of the Shares to be sold by such Selling
Stockholder to the Underwriters.

          (b) To do and perform all things to be done and performed by such
Selling Stockholder under this Agreement prior to the Closing Date and to
satisfy all conditions precedent to the delivery of the Shares to be sold by
such Selling Stockholder pursuant to this Agreement.

         SECTION 12. Miscellaneous. Notices given pursuant to any provision of
this Agreement shall be addressed as follows: (i) if to the Company, to P.F.
Chang's China Bistro, Inc., 5090 North 40th Street, Suite 160, Phoenix, Arizona
85018, (ii) if to the Selling Stockholders, to
__________________________________________________ c/o
_________________________________________ and (iii) if to any Underwriter or to
you, to you c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park
Avenue, New York, New York 10172, Attention: Syndicate Department, or in any
case to such other address as the person to be notified may have requested in
writing.

         The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, the Selling Stockholders and the
several Underwriters set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive delivery of and
payment for the Shares, regardless of (i) any investigation, or statement as to
the results thereof, made by or on behalf of any Underwriter, the officers or
directors of any Underwriter, any person controlling any Underwriter, the
Company, the officers or directors of the Company, any person controlling the
Company, any Selling Stockholder or any person controlling such Selling
Stockholder, (ii) acceptance of the Shares and payment for them hereunder and
(iii) termination of this Agreement.


                                       27
<PAGE>   28
         If for any reason the Shares are not delivered by or on behalf of any
Seller as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 10), the Sellers agree, jointly and severally, to
reimburse the several Underwriters for all out-of-pocket expenses (including the
fees and disbursements of counsel) incurred by them. Notwithstanding any
termination of this Agreement, the Company shall be liable for all expenses
which it has agreed to pay pursuant to Section 5(i) hereof. The Sellers also
agree, jointly and severally, to reimburse the several Underwriters, their
directors and officers and any persons controlling any of the Underwriters for
any and all fees and expenses (including, without limitation, the fees
disbursements of counsel) incurred by them in connection with enforcing their
rights hereunder (including, without limitation, pursuant to Section 8 hereof).

         Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the Selling
Stockholders, the Underwriters, the Underwriters' directors and officers, any
controlling persons referred to herein, the Company's directors and the
Company's officers who sign the Registration Statement and their respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

         This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

         This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.


                                       28
<PAGE>   29
         Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Selling Stockholders and the several Underwriters.



                                   Very truly yours,

                                   P.F. CHANG'S CHINA BISTRO, INC.

                                   By:   ______________________________
                                         Title:



                                         THE SELLING STOCKHOLDERS NAMED
                                         IN SCHEDULE II HERETO, ACTING
                                         SEVERALLY

                                   By    ______________________________
                                         Attorney-in-fact


DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
NATIONSBANC MONTGOMERY SECURITIES LLC
DAIN RAUSCHER WESSELS, a division of
Dain Rauscher Incorporated

Acting severally on behalf of
  themselves and the several
  Underwriters named in
  Schedule I hereto

By   DONALDSON, LUFKIN & JENRETTE
         SECURITIES CORPORATION

   By ___________________________


                                       29
<PAGE>   30
                                   SCHEDULE I


Underwriters                                               Number of Firm Shares
                                                              to be Purchased

Donaldson, Lufkin & Jenrette Securities Corporation
Nationsbanc Montgomery Securities LLC
Dain Rauscher Wessels, a division of
Dain Rauscher Incorporated


[Names of other underwriters]



                                                           Total

                                       1
<PAGE>   31
                                   SCHEDULE II

                              Selling Stockholders



                                                                 Number of Firm
Name                                                           Shares Being Sold



                                                           Total


                                       2
<PAGE>   32
                                     Annex I


[Insert names of stockholders of the Company who will be required to sign lock
ups]


                                       3
<PAGE>   33
         COMMENTARY TO UNDERWRITING AGREEMENTS WITH SECONDARY COMPONENTS


         1. TRANSFER TAXES. The state of New York imposes a transfer tax on
secondary sales of stock which tax is subsequently reimbursed to the payor. Such
tax is generally payable if the underwriting agreement is signed in New York or
the offering is closed in New York. As a result of the relationship between
Donaldson, Lufkin & Jenrette Securities Corporation and Pershing, a clearing
house, Selling Stockholders participating in the offering need not pay such
transfer tax prior to delivering their Shares. Instead, at the end of each
quarter, Pershing will remit to the state of New York the total amount of the
transfer tax due on all secondary offerings underwritten by Donaldson, Lufkin &
Jenrette Securities Corporation and will simultaneously be reimbursed for the
full amount of the transfer tax. Steve Tyrell at Pershing (201-413-2130 (phone)
and 201-413-5265 (fax)) is in charge of this reimbursement procedure and should
be contacted early in the transaction with an estimate of the taxes.

         The tax rate is:

<TABLE>
<CAPTION>
         Sale Price Per Share                               Tax Rate Per Share
         --------------------                               ------------------
<S>                                                         <C>
         $20.00 and over                                    $0.05

         $10.00 - $19.99                                    $0.0375

         $5.00 - $9.99                                      $0.025

         Under $5.00                                        $0.0125
</TABLE>

Although there is a $350 maximum tax on a single taxable sale, a sale by a
selling stockholder to a group of underwriters each of whom is severally liable
for its purchase is treated as a number of separate sales. (For example, the
sale of shares by a single stockholder to a syndicate consisting of 20
underwriters would have a maximum tax of $350 x 20 = $7,000.) If there is more
than one selling stockholder, the sale of shares by each selling stockholder to
each underwriter is treated as a separate transaction. (For example, the sale of
shares by 20 stockholders to a syndicate consisting of 20 underwriters would
have a maximum tax of $350 x 20 x 20 = $140,000.)


         2. SELLING STOCKHOLDERS. This form assumes that the Selling
Stockholders (i) are not officers or directors of the Company and (ii) do not
control or otherwise exert significant influence over the Company, whether by
ownership of securities of the Company, by contract or otherwise. If the Selling
Stockholders are officers or directors of the Company or control or otherwise
exert significant influence over the Company, then the following changes to this
form should be considered and discussed with Maureen Block in the legal
department of Donaldson, Lufkin & Jenrette Securities Corporation
(415-249-2188).

                                       ii
<PAGE>   34
         (a) REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE COMPANY. If any
Selling Stockholder controls the Company, it may be appropriate for such Selling
Stockholder to make all of the representations and warranties that the Company
makes, jointly and severally, with the Company, and to agree to pay all costs
and expenses in connection with the offering that the Company agrees to pay,
jointly and severally, with the Company.

         (b) REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS - DISCLOSURE
REPRESENTATION. Each Selling Stockholder's representation regarding the adequacy
and completeness of the offering document is limited to the information provided
by such Stockholder on the theory that such information is the only information
with which such Stockholder is intimately familiar. If the Selling Stockholders
are officers, directors or control persons of the Company or otherwise exert
significant influence over the Company then, in light of their familiarity with
the Company, it may be appropriate for their disclosure representation to track
that of the Company-- that is, to cover the entire offering document.

         (c) INDEMNIFICATION AND CONTRIBUTION. Even though the Selling
Stockholders' disclosure representation is limited to information provided by
the Selling Stockholders, this form requires the Selling Stockholders to
indemnify the Underwriters against misstatements or omissions in the entire
offering document with the Selling Stockholders liability limited to the
benefits it receives from the offering--that is the net proceeds received by
such Stockholders for the sale of their Shares. The theory for this position is
that each Selling Stockholder (vis-a-vis the Underwriters) should bear the risk
that the entire offering document is correct but that such Stockholder (unlike
the Company) should not have unlimited liability for information that such
Stockholder has not provided. In certain situations (i.e., where the Selling
Stockholders are individual investors who are not venture capitalists) it may be
appropriate to limit the scope of the Selling Stockholders' indemnity to
information that they provide. If the Selling Stockholders are officers,
directors or control persons of the Company or otherwise exert significant
influence over the Company then, in light of their ability to verify the
information in the disclosure document, it may be appropriate to remove the
monetary limitation on their indemnity.

         In contrast to the Selling Stockholders' indemnity, the Company's
indemnity is not limited, monetarily or otherwise. The Company's ability to
indemnify the Underwriters with respect to information provided by the Selling
Stockholders, however, depends on the laws of its state of incorporation. If the
Company is contractually obligated to register the Selling Stockholders' shares
or in some other way benefits from the secondary portion of the offering, then
the Company should generally be permitted by law to provide a complete
indemnity.

         3. OPINIONS. This form assumes that the opinion of the Company's
counsel will address all matters relating to the Selling Stockholders and, if
such counsel deems it necessary, it will require one or more Selling
Stockholders to provide opinions from their counsel upon which it will rely. (In
the event of such reliance, the opinions upon which the Company's counsel will
rely should be in form and substance satisfactory to Underwriters' counsel and
the opinion of Company's counsel should state that they are justified in relying
on each such opinion and both these conditions should be included in the
Underwriting Agreement.) Requiring the Company's counsel to give all such
opinions alleviates the need for Underwriters' counsel to deal directly with


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counsel for each Selling Stockholder which can be both time consuming and
costly. Whether or not the Company's counsel is prepared to render all Selling
Stockholder-related opinions, any opinions that will be required from any
Selling Stockholder's counsel should be identified early in the transaction to
ensure timely delivery of such an opinion.

         4. POWERS OF ATTORNEY AND CUSTODY AGREEMENT. A Power of Attorney and a
Custody Agreement should be secured from each Selling Stockholder early in the
transaction and, in any event, no later than the commencement of the roadshow.
The purpose of the Power of Attorney and the Custody Agreement is to facilitate
the pricing of the offering and the delivery of the Shares to be sold by the
Selling Stockholders and to streamline the mechanics of the offering process
when there are a large number of Selling Stockholders. Failure to secure a Power
of Attorney from each Selling Stockholder could delay the pricing of the
offering and the signing of the Underwriting Agreement. Similarly, failure to
secure a Custody Agreement from each Selling Stockholder could delay the closing
of the transaction if a Selling Stockholder were to refuse to deliver the Shares
it was selling and would complicate payment for the Shares by the Underwriters.
In the event that any Selling Stockholder objects to signing either of such
documents Maureen Block in the legal department of Donaldson, Lufkin & Jenrette
Securities Corporation should be contacted.


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