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                                                                EXHIBIT 1.1.




                             UNDERWRITING AGREEMENT


                               September ___, 2000

Robertson Stephens, Inc.
Robertson Stephens International, Ltd.
CIBC World Markets Corp.
CIBC World Markets plc
J.P. Morgan Securities Inc.
J.P. Morgan Securities Ltd.
UBS Warburg LLC
As Representatives of the several Underwriters
c/o Robertson Stephens, Inc.
555 California Street, Suite 2600
San Francisco, CA  94104

Ladies and Gentlemen:

          INTRODUCTORY. Oplink Communications, Inc., a Delaware
corporation (the "Company"), proposes to issue and sell to the several
underwriters named in SCHEDULE A (the "Underwriters") an aggregate of [___]
shares (the "Firm Shares") of its Common Stock, $0.001 par value per share (the
"Common Shares"). In addition, the Company has granted to the Underwriters an
option to purchase up to an additional [___] Common Shares (the "Option Shares")
as provided in Section 2. The Firm Shares and, if and to the extent such option
is exercised, the Option Shares are collectively called the "Shares". Robertson
Stephens, Inc. and Robertson Stephens International, Ltd. ("Robertson
Stephens"), CIBC World Markets Corp., CIBC World Markets plc, J.P. Morgan
Securities Inc. and J.P. Morgan Securities Ltd. ("JP Morgan") and UBS Warburg
LLC have agreed to act as representatives of the several Underwriters (in such
capacity, the "Representatives") in connection with the offering and sale of the
Shares. As a part of the offering contemplated by this Agreement, JP Morgan has
agreed to reserve out of the Shares set forth opposite its name on the Schedule
A to this Agreement, up to [____] shares for sale to the Company's employees,
officers, and directors and other parties associated with the Company
(collectively, the "Participants"), as set forth in the Prospectus under the
heading "Underwriting" (the "Directed Share Program"). The Shares to be sold by
JP Morgan pursuant to the Directed Share Program (the "Directed Shares") will be
sold by JP Morgan pursuant to this Agreement at the public offering price. Any
Directed Shares not orally confirmed for purchase by any Participants as of the
date hereof will be offered to the public by JP Morgan as set forth in the
Prospectus.

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          The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-1 (File No.
333-41506), which contains a form of prospectus, subject to completion, to be
used in connection with the public offering and sale of the Shares. Each such
prospectus, subject to completion, used in connection with such public offering
is called a "preliminary prospectus". Such registration statement, as amended,
including the financial statements, exhibits and schedules thereto, in the form
in which it was declared effective by the Commission under the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the "Securities Act"), including any information deemed to be a
part thereof at the time of effectiveness pursuant to Rule 430A under the
Securities Act, is called the "Registration Statement". Any registration
statement filed by the Company pursuant to Rule 462(b) under the Securities Act
is called the "Rule 462(b) Registration Statement", and from and after the date
and time of filing of the Rule 462(b) Registration Statement the term
"Registration Statement" shall include the Rule 462(b) Registration Statement.
Such prospectus, in the form first used by the Underwriters to confirm sales of
the Shares, is called the "Prospectus". All references in this Agreement to the
Registration Statement, the Rule 462(b) Registration Statement, a preliminary
prospectus, the Prospectus or any amendments or supplements to any of the
foregoing, shall include any copy thereof filed with the Commission pursuant to
its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

          In connection with the execution and delivery of this
Agreement and the sale of the Shares hereunder, the Company has effected the
following transactions: (i) the execution and delivery of a note purchase
agreement and convertible promissory note, each dated August 28, 2000, with
Cisco Systems, Inc. (the "Cisco Investment"), (ii) a two-for-one stock split as
described in the Prospectus (the "Stock Split"), (iii) the reincorporation of
the Company from California to Delaware (the "Reincorporation") and (iv) the
filing of an amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware (the "Filing," and, together with
the Cisco Investment, the Stock Split and the Reincorporation, the "Related
Transactions").

          The Company hereby confirms its agreements with the
Underwriters as follows:

     SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents, warrants and covenants to each Underwriter as follows:

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

          Each preliminary prospectus and the Prospectus when filed complied in
all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR (except as may be permitted by Regulation S-T
under the Securities Act), was identical to the copy thereof delivered to the
Underwriters for use in connection with the offer and sale of the Shares. Each
of the Registration Statement, any Rule 462(b) Registration Statement and any
post-effective amendment thereto, at the time it became effective and at all
subsequent times, complied and will comply in all material respects with the
Securities Act and did not and will not contain any untrue statement of a
material fact or omit to state a material fact required to

                                       2.
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be stated therein or necessary to make the statements therein not misleading.
The Prospectus, as amended or supplemented, as of its date and at all subsequent
times through the 25th day after the date hereof, did not and will not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The representations
and warranties set forth in the two immediately preceding sentences do not apply
to statements in or omissions from the Registration Statement, any Rule 462(b)
Registration Statement, or any post-effective amendment thereto, or the
Prospectus, or any amendments or supplements thereto, made in reliance upon and
in conformity with information relating to any Underwriter furnished to the
Company in writing by the Representatives expressly for use therein. There are
no contracts or other documents required to be described in the Prospectus or to
be filed as exhibits to the Registration Statement which have not been described
or filed as required.

     (b)  OFFERING MATERIALS FURNISHED TO UNDERWRITERS. The Company has
delivered to each Representative one complete conformed copy of the Registration
Statement and of each consent and certificate of experts filed as a part
thereof, and conformed copies of the Registration Statement (without exhibits)
and preliminary prospectuses and the Prospectus, as amended or supplemented, in
such quantities and at such places as the Representatives have reasonably
requested for each of the Underwriters.

     (c)  DISTRIBUTION OF OFFERING MATERIAL BY THE COMPANY. The Company has not
distributed and will not distribute, prior to the later of the Second Closing
Date (as defined below) and the completion of the Underwriters' distribution of
the Shares, any offering material in connection with the offering and sale of
the Shares other than a preliminary prospectus, the Prospectus or the
Registration Statement.

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

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

     (f)  NO APPLICABLE REGISTRATION OR OTHER SIMILAR RIGHTS. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement except for such rights as have been
duly waived.

     (g)  NO MATERIAL ADVERSE CHANGE. Subsequent to the respective dates as of
which information is given in the Prospectus: (i) there has been no material
adverse change, or any development that could reasonably be expected to result
in a material adverse change, in the condition, financial or otherwise, or in
the earnings, business, operations or prospects, whether or not arising from
transactions in the ordinary course of business, of the Company and its
subsidiaries, considered as one entity (any such change or effect, where the
context so requires, is called a "Material Adverse Change" or a "Material
Adverse Effect"); (ii) the Company and its subsidiaries, considered as one
entity, have not incurred any material liability or

                                       3.
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obligation, indirect, direct or contingent, not in the ordinary course of
business nor entered into any material transaction or agreement not in the
ordinary course of business; and (iii) there has been no dividend or
distribution of any kind declared, paid or made by the Company or, except for
dividends paid to the Company or other subsidiaries, any of its subsidiaries on
any class of capital stock or repurchase or redemption by the Company or any of
its subsidiaries of any class of capital stock.

     (h)  INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers, who have expressed
their opinion with respect to the financial statements (which term as used in
this Agreement includes the related notes thereto) filed with the Commission as
a part of the Registration Statement and included in the Prospectus, are
independent public or certified public accountants as required by the Securities
Act.

     (i)  PREPARATION OF THE FINANCIAL STATEMENTS. The financial statements
filed with the Commission as a part of the Registration Statement and included
in the Prospectus present fairly the consolidated financial position of the
Company and its subsidiaries as of and at the dates indicated and the results of
their operations and cash flows for the periods specified. The supporting
schedules included in the Registration Statement present fairly the information
required to be stated therein. Such financial statements and supporting
schedules have been prepared in conformity with generally accepted accounting
principles as applied in the United States applied on a consistent basis
throughout the periods involved, except as may be expressly stated in the
related notes thereto. No other financial statements or supporting schedules are
required to be included in the Registration Statement. The financial data set
forth in the Prospectus under the captions "Summary--Summary Consolidated
Financial Data", "Selected Consolidated Financial Data" and "Capitalization"
fairly present the information set forth therein on a basis consistent with that
of the audited financial statements contained in the Registration Statement. The
pro forma combined financial information of the Company and its subsidiaries and
the related notes thereto included under the caption "Summary--Summary
Consolidated Financial Data" and "Selected Unaudited Pro Forma Combined
Financial Data" and elsewhere in the Prospectus and in the Registration
Statement present fairly the information contained therein, have been prepared
in accordance with the Commission's rules and guidelines with respect to pro
forma financial statements and have been properly presented on the bases
described therein, and the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect to
the transactions and circumstances referred to therein. No other pro forma
financial information is required to be included in the Registration Statement
pursuant to Regulation S-X.

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

     (k)  SUBSIDIARIES OF THE COMPANY. The Company does not own or control,
directly or indirectly, any corporation, association or other entity other than
the subsidiaries listed in Exhibit 21 to the Registration Statement.

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     (l)  INCORPORATION AND GOOD STANDING OF THE COMPANY. The Company has been
duly organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware with full corporate power and authority to own
its properties and conduct its business as described in the Prospectus, and is
duly qualified to do business as a foreign corporation and is in good standing
under the laws of each jurisdiction which requires such qualification, except
where the failure to be so duly qualified and in good standing would not have a
Material Adverse Effect.

     (m)  INCORPORATION AND GOOD STANDING OF SUBSIDIARIES. Each of the Company's
subsidiaries has been duly organized and is validly existing as a corporation
and, where such concept is recognized, in good standing under the laws of the
jurisdiction in which it is organized with full corporate power and authority to
own its properties and conduct its business as described in the Prospectus, and
is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such qualification,
except where the failure to be so duly qualified and in good standing would not
have a Material Adverse Effect.

     (n)  CAPITALIZATION OF THE SUBSIDIARIES. All the outstanding shares of
capital stock of each subsidiary have been duly and validly authorized and
issued and are fully paid and nonassessable, and all outstanding shares of
capital stock of the subsidiaries are owned by the Company either directly or
through wholly owned subsidiaries free and clear of any security interests,
claims, liens or encumbrances.

     (o)  NO PROHIBITION ON SUBSIDIARIES FROM PAYING DIVIDENDS OR MAKING OTHER
DISTRIBUTIONS. No subsidiary of the Company is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring
any of such subsidiary's property or assets to the Company or any other
subsidiary of the Company, except as described in or contemplated by the
Prospectus.

     (p)  CAPITALIZATION AND OTHER CAPITAL STOCK MATTERS. The authorized, issued
and outstanding capital stock of the Company is as set forth in the Prospectus
under the caption "Capitalization" (other than for subsequent issuances, if any,
pursuant to employee benefit plans described in the Prospectus or upon exercise
of outstanding options or warrants described in the Prospectus). The shares of
the Company's capital stock (including the Shares) conform in all material
respects to the descriptions thereof contained in the Prospectus. All of the
issued and outstanding shares of the Company's capital stock have been duly
authorized and validly issued, are fully paid and nonassessable and have been
issued in compliance with federal and state securities laws. None of the
outstanding shares of the Company's capital stock were issued in violation of
any preemptive rights, rights of first refusal or other similar rights to
subscribe for or purchase securities of the Company. There are no authorized or
outstanding options, warrants, preemptive rights, rights of first refusal or
other rights to purchase, or equity or debt securities convertible into or
exchangeable or exercisable for, any capital stock of the Company or any of its
subsidiaries other than those accurately described in the Prospectus. The
description of the Company's stock option, stock bonus and other stock plans or
arrangements, and the options or other rights granted thereunder, set forth in
the Prospectus accurately and fairly presents the information required to be
shown with respect to such plans, arrangements, options and rights.


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     (q)  STOCK EXCHANGE LISTING. The Shares have been approved for inclusion on
the Nasdaq National Market subject only to official notice of issuance.

     (r)  NO CONSENTS, APPROVALS OR AUTHORIZATIONS REQUIRED. No consent,
approval, authorization, filing with or order of any court or governmental
agency or regulatory body is required in connection with the transactions
contemplated herein, including the Related Transactions, except such as have
been obtained or made under the Securities Act and such as may be required (i)
under the blue sky laws of any jurisdiction in connection with the purchase and
distribution of the Shares by the Underwriters in the manner contemplated here
and in the Prospectus, (ii) by the National Association of Securities Dealers,
LLC and (iii) by the federal and provincial laws of Canada.

     (s)  NON-CONTRAVENTION OF EXISTING INSTRUMENTS AGREEMENTS. Neither the
issue and sale of the Shares nor the consummation of any other of the
transactions herein contemplated, including the Related Transactions, nor the
fulfillment of the terms hereof will conflict with, result in a breach or
violation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, (i) the charter or
by-laws of the Company or any of its subsidiaries, (ii) the terms of any
indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to
which the Company or any of its subsidiaries is a party or bound or to which its
or their property is subject or (iii) any statute, law, rule, regulation,
judgment, order or decree applicable to the Company or any of its subsidiaries
of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or any of its
subsidiaries or any of its or their properties, except, in the case of (ii) and
(iii) above, where such conflict, breach, violation or imposition would not have
a Material Adverse Effect.

     (t)  NO DEFAULTS OR VIOLATIONS. Neither the Company nor any subsidiary is
in violation or default of (i) any provision of its charter or by-laws, (ii) the
terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or
instrument to which it is a party or bound or to which its property is subject
or (iii) any statute, law, rule, regulation, judgment, order or decree of any
court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Company or such subsidiary or any
of its properties, as applicable, except any such violation or default which
would not, singly or in the aggregate, result in a Material Adverse Change
except as otherwise disclosed in the Prospectus.

     (u)  NO ACTIONS, SUITS OR PROCEEDINGS. Except as otherwise disclosed in the
Prospectus, no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries or its or their property is pending or, to the best knowledge of
the Company, threatened that (i) could reasonably be expected to have a Material
Adverse Effect on the performance of this Agreement or the consummation of any
of the transactions contemplated hereby or (ii) could reasonably be expected to
result in a Material Adverse Effect.

     (v)  ALL NECESSARY PERMITS, ETC. Except as disclosed in the Prospectus, the
Company and each subsidiary possess such valid and current certificates,
authorizations or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct their respective businesses
except as would not have a Material Adverse Effect. Neither the Company nor any
subsidiary has received any notice of proceedings relating to the revocation or
modification of, or non-compliance with, any such certificate, authorization or

                                       6.
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permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could result in a Material Adverse Change.

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

     (x)  TAX LAW COMPLIANCE. The Company and its consolidated subsidiaries have
filed all necessary federal, state and foreign income and franchise tax returns
and have paid all taxes required to be paid by any of them and, if due and
payable, any related or similar assessment, fine or penalty levied against any
of them. The Company has made adequate charges, accruals and reserves in the
applicable financial statements referred to in Section 1(i) above in respect of
all federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company or any of its consolidated subsidiaries
has not been finally determined. The Company is not aware of any tax deficiency
that has been or might be asserted or threatened against the Company that could
result in a Material Adverse Change.

     (y)  INTELLECTUAL PROPERTY RIGHTS. Except as disclosed in the Prospectus,
each of the Company and its subsidiaries owns or possesses adequate rights to
use all patents, patent rights or licenses, inventions, collaborative research
agreements, trade secrets, know-how, trademarks, service marks, trade names and
copyrights which are necessary to conduct its businesses as described in the
Registration Statement and Prospectus; the expiration of any patents, patent
rights, trade secrets, trademarks, service marks, trade names or copyrights
would not result in a Material Adverse Change that is not otherwise disclosed in
the Prospectus; the Company has not received any notice of, and has no knowledge
of, any infringement of or conflict with asserted rights of the Company by
others with respect to any patent, patent rights, inventions, trade secrets,
know-how, trademarks, service marks, trade names or copyrights; and the Company
has not received any notice of, and has no knowledge of, any infringement of or
conflict with asserted rights of others with respect to any patent, patent
rights, inventions, trade secrets, know-how, trademarks, service marks, trade
names or copyrights which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, might have a Material Adverse Change.
Except as disclosed in the Prospectus, there is no claim being made against the
Company regarding patents, patent rights or licenses, inventions, collaborative
research, trade secrets, know-how, trademarks, service marks, trade names or
copyrights which is required to be disclosed in the Prospectus. Except as
disclosed in the Prospectus, the Company and its subsidiaries do not in the
conduct of their business as now or proposed to be conducted as described in the
Prospectus infringe or conflict with any right or patent of any third party, or
any discovery, invention, product or process which is the subject of a patent
application filed by any third party, known to the Company or any of its
subsidiaries, which such infringement or conflict is reasonably likely to result
in a Material Adverse Change.

     (z)  NO TRANSFER TAXES OR OTHER FEES. There are no transfer taxes or other
similar fees or charges under Federal law or the laws of any state, or any
political subdivision thereof,

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required to be paid in connection with the execution and delivery of this
Agreement or the issuance and sale by the Company of the shares.

     (aa) COMPANY NOT AN "INVESTMENT COMPANY". The Company has been advised of
the rules and requirements under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). The Company is not, and after receipt of payment
for the Shares will not be, an "investment company" or an entity "controlled" by
an "investment company" within the meaning of the Investment Company Act and
will conduct its business in a manner so that it will not become subject to the
Investment Company Act.

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

     (cc) LABOR MATTERS. To the best of Company's knowledge, no labor
disturbance by the employees of the Company or any of its subsidiaries exists or
is imminent; and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its principal suppliers, subassemblers,
value added resellers, subcontractors, original equipment manufacturers,
authorized dealers or international distributors that could reasonably be
expected to result in a Material Adverse Change.

     (dd) NO PRICE STABILIZATION OR MANIPULATION. The Company has not taken and
will not take, directly or indirectly, any action designed to or that might be
reasonably expected to cause or result in stabilization or manipulation of the
price of the Common Stock to facilitate the sale or resale of the Shares.

     (ee) LOCK-UP AGREEMENTS. Each officer and director of the Company and
beneficial owners of shares in excess of 96.9% of the Company's issued and
outstanding capital stock have agreed to sign an agreement substantially in the
form attached hereto as EXHIBIT A (the "Lock-up Agreements"). The Company has
provided to counsel for the Underwriters a complete and accurate list of all
securityholders of the Company and the number and type of securities held by
each securityholder. The Company has provided to counsel for the Underwriters
true, accurate and complete copies of all of the Lock-up Agreements presently in
effect or effected hereby. The Company hereby agrees that it will not release
any of its officers, directors or other stockholders from any Lock-up Agreements
currently existing or hereafter effected without the prior written consent of
Robertson Stephens.

     (ff) RELATED PARTY TRANSACTIONS. There are no business relationships or
related-party transactions involving the Company or any subsidiary or any other
person required to be described in the Prospectus which have not been described
as required.

     (gg) NO UNLAWFUL CONTRIBUTIONS OR OTHER PAYMENTS. Neither the Company nor
any of its subsidiaries nor, to the best of the Company's knowledge, any
employee or agent of the

                                       8.
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Company or any subsidiary, has made any contribution or other payment to any
official of, or candidate for, any federal, state or foreign office in violation
of any law or of the character required to be disclosed in the Prospectus.

     (hh) ENVIRONMENTAL LAWS. (i) the Company is now and has always been in
compliance with all federal, state and local laws, statutes, rules, permits
and regulations relating to the use, treatment, storage and disposal of
hazardous substances and protection of health or the environment
("Environmental Laws") which are applicable to its business, except where the
failure to comply would not result in a Material Adverse Change, (ii) the
Company has received no communication from any governmental authority or
third party of an asserted claim, inquiry, or notice regarding any subject
within the purview of Environmental Laws required to be disclosed in the
Prospectus, nor is the Company aware of any basis for such a claim, inquiry
or notice, (iii) the Company has no reasonable basis to believe that it will
be required to make future material capital expenditures to comply with
Environmental Laws and (iv) no property presently owned, leased or occupied
by the Company, and, to the Company's knowledge, no property previously
owned, leased or occupied by the Company, has been designated as a Superfund
site pursuant to the Comprehensive Response, Compensation, and Liability Act
of 1980, as amended (42 U.S.C. Section 9601, ET SEQ.), otherwise designated
as a contaminated site under applicable state or local law, or otherwise the
subject of remediation or environmental investigation.

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

     (jj) CONSENTS REQUIRED IN CONNECTION WITH THE DIRECTED SHARE PROGRAM. No
consent, approval, authorization or order of, or qualification with, any
governmental body or agency, other than those obtained, is required in
connection with the offering of the Directed Shares in any jurisdiction where
the Directed Shares are being offered.

     (kk) NO IMPROPER INFLUENCE IN CONNECTION WITH THE DIRECTED SHARE PROGRAM.
The Company has not offered, or caused Robertson Stephens to offer, Shares to
any person pursuant to the Directed Share Program with the specific intent to
unlawfully influence (i) a customer or supplier of the Company to alter the
customer's or supplier's level or type of

                                       9.
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business with the Company or (ii) a trade journalist or publication to write or
publish favorable information about the Company or its products.

     (ll) RELATED TRANSACTIONS. Each of the Related Transactions has been
duly and validly authorized by all necessary corporate action of the
Company's stockholders and board of directors.

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

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

     (a)  THE FIRM SHARES. The Company agrees to issue and sell to the several
Underwriters the Firm Shares upon the terms herein set forth. On the basis of
the representations, warranties and agreements herein contained, and upon the
terms but subject to the conditions herein set forth, the Underwriters agree,
severally and not jointly, to purchase from the Company the respective number of
Firm Shares set forth opposite their names on SCHEDULE A. The purchase price per
Firm Share to be paid by the several Underwriters to the Company shall be $[___]
per share.

     (b)  THE FIRST CLOSING DATE. Delivery of the Firm Shares to be purchased by
the Underwriters and payment therefor shall be made by the Company and the
Representatives at 6:00 a.m. San Francisco time, at the offices of Cooley
Godward LLP, 3175 Hanover Street, Palo Alto, CA 94306 (or at such other place as
may be agreed upon among the Representatives and the Company), (i) on the third
(3rd) full business day following the first day that Shares are traded, (ii) if
this Agreement is executed and delivered after 1:30 P.M., San Francisco time,
the fourth (4th) full business day following the day that this Agreement is
executed and delivered or (iii) at such other time and date not later that seven
(7) full business days following the first day that Shares are traded as the
Representatives and the Company may determine (or at such time and date to which
payment and delivery shall have been postponed pursuant to Section 8 hereof),
such time and date of payment and delivery being herein called the "Closing
Date;" provided, however, that if the Company has not made available to the
Representatives copies of the Prospectus within the time provided in Section
2(g) and 3(e) hereof, the Representatives may, in their sole discretion,
postpone the Closing Date until no later that two (2) full business days
following delivery of copies of the Prospectus to the Representatives.

     (c)  THE OPTION SHARES; THE SECOND CLOSING DATE. In addition, on the basis
of the representations, warranties and agreements herein contained, and upon the
terms but subject to the conditions herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly, up
to an aggregate of [___] Option Shares from the Company at the purchase price
per share to be paid by the Underwriters for the Firm Shares. The option granted
hereunder is for use by the Underwriters solely in covering any over-allotments
in connection with the sale and distribution of the Firm Shares. The option
granted hereunder may be exercised at any time upon notice by the
Representatives to the Company (with a copy to the Company), which notice may be
given at any time within 30 days from the date of this Agreement. The time and
date of delivery of the Option Shares, if subsequent to the First Closing Date,
is called the "Second Closing Date" and shall be determined by the
Representatives and shall not be earlier than three nor later than five full
business days after delivery of such notice of exercise. If any Option Shares
are to be purchased, each Underwriter agrees, severally and not jointly, to
purchase the number of

                                      10.
<PAGE>

Option Shares (subject to such adjustments to eliminate fractional shares as the
Representatives may determine) that bears the same proportion to the total
number of Option Shares to be purchased as the number of Firm Shares set forth
on SCHEDULE A opposite the name of such Underwriter bears to the total number of
Firm Shares. The Representatives may cancel the option at any time prior to its
expiration by giving written notice of such cancellation to the Company.

     (d)  PUBLIC OFFERING OF THE SHARES. The Representatives hereby advise the
Company that the Underwriters intend to offer for sale to the public, as
described in the Prospectus, their respective portions of the Shares as soon
after this Agreement has been executed and the Registration Statement has been
declared effective as the Representatives in their sole judgment, has determined
is advisable and practicable.

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

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

     (f)  DELIVERY OF THE SHARES. The Company shall deliver, or cause to be
delivered, a credit representing the Firm Shares to an account or accounts at
The Depository Trust Company, as designated by the Representatives for the
accounts of the Representatives and the several Underwriters at the First
Closing Date, against the irrevocable release of a wire transfer of immediately
available funds for the amount of the purchase price therefor. The Company shall
also deliver, or cause to be delivered, a credit representing the Option Shares
the Underwriters have agreed to purchase at the First Closing Date (or the
Second Closing Date, as the case may be), to an account or accounts at The
Depository Trust Company as designated by the Representatives for the accounts
of the Representatives and the several Underwriters, against the irrevocable
release of a wire transfer of immediately available funds for the amount of the
purchase price therefor. Time shall be of the essence, and delivery at the time
and place specified in this Agreement is a further condition to the obligations
of the Underwriters.

     (g)  DELIVERY OF PROSPECTUS TO THE UNDERWRITERS. Not later than 12:00 noon
on the second business day following the date the Shares are released by the
Underwriters for sale to the public, the Company shall deliver or cause to be
delivered copies of the Prospectus in such quantities and at such places as the
Representatives shall request.

     SECTION 3. COVENANTS OF THE COMPANY. The Company further covenants and
agrees with each Underwriter as follows:

     (a)  REGISTRATION STATEMENT MATTERS. The Company will (i) use its best
efforts to cause a registration statement on Form 8-A (the "Form 8-A
Registration Statement") as required

                                      11.
<PAGE>

by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
become effective simultaneously with the Registration Statement, (ii) use its
best efforts to cause the Registration Statement to become effective or, if the
procedure in Rule 430A of the Securities Act is followed, to prepare and timely
file with the Commission under Rule 424(b) under the Securities Act a Prospectus
in a form approved by the Representatives containing information previously
omitted at the time of effectiveness of the Registration Statement in reliance
on Rule 430A of the Securities Act and (iii) not file any amendment to the
Registration Statement or supplement to the Prospectus of which the
Representatives shall not previously have been advised and furnished with a copy
or to which the Representatives shall have reasonably objected in writing or
which is not in compliance with the Securities Act. If the Company elects to
rely on Rule 462(b) under the Securities Act, the Company shall file a Rule
462(b) Registration Statement with the Commission in compliance with Rule 462(b)
under the Securities Act prior to the time confirmations are sent or given, as
specified by Rule 462(b)(2) under the Securities Act, and shall pay the
applicable fees in accordance with Rule 111 under the Securities Act.

     (b)  SECURITIES ACT COMPLIANCE. The Company will advise the Representatives
promptly (i) when the Registration Statement or any post-effective amendment
thereto shall have become effective, (ii) of receipt of any comments from the
Commission, (iii) of any request of the Commission for amendment of the
Registration Statement or for supplement to the Prospectus or for any additional
information and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the use of the
Prospectus or of the institution of any proceedings for that purpose. The
Company will use its best efforts to prevent the issuance of any such stop order
preventing or suspending the use of the Prospectus and to obtain as soon as
possible the lifting thereof, if issued.

     (c)  BLUE SKY COMPLIANCE. The Company will cooperate with the
Representatives and counsel for the Underwriters in endeavoring to qualify the
Shares for sale under the securities laws of such jurisdictions (both national
and foreign) as the Representatives may reasonably have designated in writing
and will make such applications, file such documents, and furnish such
information as may be reasonably required for that purpose, provided the Company
shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so
qualified or required to file such a consent. The Company will, from time to
time, prepare and file such statements, reports and other documents, as are or
may be required to continue such qualifications in effect for so long a period
as the Representatives may reasonably request for distribution of the Shares.

     (d)  AMENDMENTS AND SUPPLEMENTS TO THE PROSPECTUS AND OTHER SECURITIES ACT
MATTERS. The Company will comply with the Securities Act and the Exchange Act,
and the rules and regulations of the Commission thereunder, so as to permit the
completion of the distribution of the Shares as contemplated in this Agreement
and the Prospectus. If during the period in which a prospectus is required by
law to be delivered by an Underwriter or dealer, any event shall occur as a
result of which, in the judgment of the Company or in the reasonable opinion of
the Representatives or 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 existing at the time the Prospectus is delivered
to a purchaser, not misleading, or, if it is necessary at any time to amend or
supplement the Prospectus to comply with any law, the Company promptly will
prepare and file with the Commission, and furnish at its own expense to the
Underwriters and to dealers, an appropriate amendment to the Registration
Statement or supplement to the Prospectus so that the Prospectus as so amended
or supplemented will not, in the light of the circumstances when it is so
delivered, be misleading, or so that the Prospectus will comply with the law.

                                      12.
<PAGE>


     (e)  COPIES OF ANY AMENDMENTS AND SUPPLEMENTS TO THE PROSPECTUS. The
Company agrees to furnish the Representatives, without charge, during the period
beginning on the date hereof and ending on the later of the First Closing Date
or such date, as in the opinion of counsel for the Underwriters, the Prospectus
is no longer required by law to be delivered in connection with sales by an
Underwriter or dealer (the "Prospectus Delivery Period"), as many copies of the
Prospectus and any amendments and supplements thereto as the Representatives may
reasonably request.

     (f)  INSURANCE. The Company shall (i) obtain Directors and Officers
liability insurance in the minimum amount of $10 million which shall apply to
the offering contemplated hereby and (ii) cause Robertson Stephens to be added
to such policy such that up to $500,000 of its expenses pursuant to section 7(a)
shall be paid directly by such insurer.

     (g)  NOTICE OF SUBSEQUENT EVENTS. If at any time during the ninety (90) day
period after the Registration Statement becomes effective, any rumor,
publication or event relating to or affecting the Company shall occur as a
result of which, in your opinion, the market price of the Common Shares has been
or is likely to be materially affected (regardless of whether such rumor,
publication or event necessitates a supplement to or amendment of the
Prospectus), the Company will notify you and consult with you concerning the
substance of such rumor, publication or event.

     (h)  USE OF PROCEEDS. The Company shall apply the net proceeds from the
sale of the Shares sold by it in the manner described under the caption "Use of
Proceeds" in the Prospectus.

     (i)  TRANSFER AGENT. The Company shall engage and maintain, at its expense,
a registrar and transfer agent for the Common Shares.

     (j)  EARNINGS STATEMENT. As soon as practicable, the Company will make
generally available to its security holders and to the Representatives an
earnings statement (which need not be audited) covering the twelve-month
period ending [     ] that satisfies the provisions of Section 11(a) of the
Securities Act.

     (k)  PERIODIC REPORTING OBLIGATIONS. During the Prospectus Delivery Period
the Company shall file, on a timely basis, with the Commission and the Nasdaq
National Market all reports and documents required to be filed under the
Exchange Act.

     (l)  AGREEMENT NOT TO OFFER OR SELL ADDITIONAL SECURITIES. The Company will
not offer, sell or contract to sell, or otherwise dispose of or enter into any
transaction which is designed to, or could be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise by the Company or any affiliate of the Company
or any person in privity with the Company or any affiliate of the Company)
directly or indirectly, or announce the offering of, any other Common Shares or
any securities convertible into, or exchangeable for, Common Shares; provided,
however, that the Company may (i) issue and sell Common Shares pursuant to any
equity incentive plan, stock ownership plan or dividend reinvestment plan of the
Company in effect at the date of the Prospectus and described in the Prospectus
so long as none of those shares may be transferred during the 180-day period
following the date hereof and the Company shall enter stop transfer instructions
with its transfer agent and registrar against the transfer of any such Common
Shares, (ii) the Company may issue Common Shares issuable upon the conversion of
securities or the exercise of warrants outstanding at the date of the Prospectus
and described in the Prospectus and (iii)

                                      13.
<PAGE>

the Company may issue equity securities or securities convertible into equity
securities in connection with the acquisition of assets or a business provided
that such securities may not be transferred during the 180-day period. These
restrictions terminate after the close of trading of the Shares on the 180th day
of (and including) the day the Shares commenced trading on the Nasdaq National
Market (the "Lock-Up Period") and may be waived in writing by Robertson
Stephens.

     (m)  FUTURE REPORTS TO THE REPRESENTATIVEs. During the period of five years
hereafter, the Company will furnish to the Representatives (i) as soon as
practicable after the end of each fiscal year, copies of the Annual Report of
the Company containing the balance sheet of the Company as of the close of such
fiscal year and statements of income, stockholders' equity and cash flows for
the year then ended and the opinion thereon of the Company's independent public
or certified public accountants; (ii) as soon as practicable after the filing
thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other report filed by the
Company with the Commission, the National Association of Securities Dealers, LLC
or any securities exchange; and (iii) as soon as available, copies of any report
or communication of the Company mailed generally to holders of its capital
stock.

     (n)  EXCHANGE ACT COMPLIANCE. During the Prospectus Delivery Period, the
Company will file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within
the time periods required by the Exchange Act.

     (o)  DIRECTED SHARE PROGRAM. The Company (i) will indemnify the
Underwriters for any losses incurred in connection with the Directed Share
Program as set forth in Section 7 hereof, (ii) will comply with all applicable
securities and other applicable laws, rules and regulations in each jurisdiction
in which the Directed Shares are offered in connection with administering the
Directed Share Program and (iii) will pay all reasonable fees and disbursements
of counsel incurred by the Underwriters in connection with administering the
Directed Share Program and any stamp duties, similar taxes or duties or other
taxes, if any, incurred by the Underwriters in connection with the Directed
Share Program.

     SECTION 4. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.

          The obligations of the several Underwriters to purchase and pay for
the Shares as provided herein on the First Closing Date and, with respect to the
Option Shares, the Second Closing Date, shall be subject to the accuracy of the
representations and warranties on the part of the Company set forth in Section 1
hereof as of the date hereof and as of the First Closing Date as though then
made and, with respect to the Option Shares, as of the Second Closing Date as
though then made, to the timely performance by the Company of its covenants and
other obligations hereunder, and to each of the following additional conditions:

     (a)  COMPLIANCE WITH REGISTRATION REQUIREMENTS; NO STOP ORDER; NO OBJECTION
FROM THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, LLC. The Registration
Statement shall have become effective prior to the execution of this Agreement,
or at such later date as shall be consented to in writing by you; and no stop
order suspending the effectiveness thereof shall have been issued and no
proceedings for that purpose shall have been initiated or, to the knowledge of
the Company or any Underwriter, threatened by the Commission, and any request of
the Commission for additional information (to be included in the Registration
Statement or the Prospectus or otherwise) shall have been complied with to the
satisfaction of Underwriters'

                                      14.
<PAGE>

Counsel; and the National Association of Securities Dealers, LLC shall have
raised no objection to the fairness and reasonableness of the underwriting terms
and arrangements.

     (b)  CORPORATE PROCEEDINGS. All corporate proceedings and other legal
matters in connection with this Agreement, the form of Registration Statement
and the Prospectus, and the registration, authorization, issue, sale and
delivery of the Shares, shall have been reasonably satisfactory to Underwriters'
Counsel, and such counsel shall have been furnished with such papers and
information as they may reasonably have requested to enable them to pass upon
the matters referred to in this Section.

     (c)  NO MATERIAL ADVERSE CHANGE. Subsequent to the execution and delivery
of this Agreement and prior to the First Closing Date, or the Second Closing
Date, as the case may be, there shall not have been any Material Adverse Change
in the condition (financial or otherwise), earnings, operations, business or
business prospects of the Company and its subsidiaries considered as one
enterprise from that set forth in the Registration Statement or Prospectus,
which, in your sole judgment, is material and adverse and that makes it, in your
sole judgment, impracticable or inadvisable to proceed with the public offering
of the Shares as contemplated by the Prospectus.

     (d)  OPINION OF COUNSEL FOR THE COMPANY. You shall have received on the
First Closing Date, or the Second Closing Date, as the case may be, an opinion
of Cooley Godward LLP, counsel for the Company, and Kingson Law Firm, foreign
counsel for the Company, substantially in the forms of EXHIBIT B1 and B2
attached hereto, respectively, dated the First Closing Date, or the Second
Closing Date, addressed to the Underwriters and with reproduced copies or signed
counterparts thereof for each of the Underwriters.

          Counsel rendering the opinion contained in EXHIBIT B-1 may rely as to
questions of law not involving the laws of the United States or the State of
California and the State of Delaware upon opinions of local counsel, and as to
questions of fact upon representations or certificates of officers of the
Company, and of government officials, in which case their opinion is to state
that they are so relying and that they have no knowledge of any material
misstatement or inaccuracy in any such opinion, representation or certificate.
Copies of any opinion, representation or certificate so relied upon shall be
delivered to you, as Representatives of the Underwriters, and to Underwriters'
Counsel.

     (e)  OPINION OF INTELLECTUAL PROPERTY COUNSEL AND REGULATORY COUNSEL FOR
THE COMPANY. You shall have received on the First Closing Date, or the Second
Closing Date, as the case may be, an opinion of the Sawyer Law Group,
intellectual property counsel for the Company, Fish & Richardson, intellectual
property counsel for the Company, and Thompson & Burke, special regulatory
counsel for the Company, substantially in the forms of EXHIBIT C-1, C2 and C3
attached hereto.

     (f)  OPINION OF COUNSEL FOR THE UNDERWRITERS. You shall have received on
the First Closing Date, or the Second Closing Date, as the case may be, an
opinion of Latham & Watkins, substantially in the form of EXHIBIT D hereto. The
Company shall have furnished to such counsel such documents as they may have
requested for the purpose of enabling them to pass upon such matters.

     (g)  ACCOUNTANTS' COMFORT LETTER. You shall have received on the First
Closing Date and on the Second Closing Date, as the case may be, a letter from
PricewaterhouseCoopers addressed to the Underwriters, dated the First Closing
Date or the Second Closing Date, as the

                                      15.
<PAGE>

case may be, confirming that they are independent certified public accountants
with respect to the Company within the meaning of the Act and the applicable
published Rules and Regulations and based upon the procedures described in such
letter delivered to you concurrently with the execution of this Agreement
(herein called the "Original Letter"), but carried out to a date not more than
four (4) business days prior to the First Closing Date or the Second Closing
Date, as the case may be, (i) confirming, to the extent true, that the
statements and conclusions set forth in the Original Letter are accurate as of
the First Closing Date or the Second Closing Date, as the case may be, and (ii)
setting forth any revisions and additions to the statements and conclusions set
forth in the Original Letter which are necessary to reflect any changes in the
facts described in the Original Letter since the date of such letter, or to
reflect the availability of more recent financial statements, data or
information. The letter shall not disclose any change in the condition
(financial or otherwise), earnings, operations, business or business prospects
of the Company and its subsidiaries considered as one enterprise from that set
forth in the Registration Statement or Prospectus, which, in your sole judgment,
is material and adverse and that makes it, in your sole judgment, impracticable
or inadvisable to proceed with the public offering of the Shares as contemplated
by the Prospectus. The Original Letter from PricewaterhouseCoopers shall be
addressed to or for the use of the Underwriters in form and substance
satisfactory to the Underwriters and shall (i) represent, to the extent true,
that they are independent certified public accountants with respect to the
Company within the meaning of the Act and the applicable published Rules and
Regulations, and (ii) set forth their opinion with respect to their examination
of the consolidated balance sheet of the Company as of June 30, 2000 and related
consolidated statements of operations, shareholders' equity, and cash flows for
the twelve (12) months ended June 30, 2000. In addition, you shall have received
from PricewaterhouseCoopers a letter addressed to the Company and made available
to you for the use of the Underwriters stating that their review of the
Company's system of internal accounting controls, to the extent they deemed
necessary in establishing the scope of their examination of the Company's
consolidated financial statements as of June 30, 2000, did not disclose any
weaknesses in internal controls that they considered to be material weaknesses.

     (h)  OFFICERS' CERTIFICATE. You shall have received on the First Closing
Date and the Second Closing Date, as the case may be, a certificate of the
Company, dated the First Closing Date or the Second Closing Date, as the case
may be, signed by the Chief Executive Officer and Chief Financial Officer of the
Company, to the effect that, and you shall be satisfied that:

     (i)      The representations and warranties of the Company in this
     Agreement are true and correct, as if made on and as of the First
     Closing Date or the Second Closing Date, as the case may be, and the
     Company has complied with all the agreements and satisfied all the
     conditions on its part to be performed or satisfied at or prior to the
     First Closing Date or the Second Closing Date, as the case may be;

     (ii)     No stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceedings for that purpose have been
     instituted or are pending or, to the Company's knowledge, threatened
     under the Act;

     (iii)    When the Registration Statement became effective and at all
     times subsequent thereto up to the delivery of such certificate: the
     Registration Statement and the Prospectus, and any amendments or
     supplements thereto, contained all material information required to be
     included therein by the Securities Act and the rules and regulations of
     the Commission thereunder, and in all material respects conformed to the
     requirements of the Securities Act and the rules and regulations of the
     Commission thereunder; the Registration Statement and the Prospectus,
     and any amendments or

                                      16.
<PAGE>

     supplements thereto, did not and does not include 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, since the effective date of the Registration Statement,
     there has occurred no event required to be set forth in an amended or
     supplemented Prospectus which has not been so set forth; and

     (iv)     Subsequent to the respective dates as of which information is
     given in the Registration Statement and Prospectus, there has not been
     (a) any material adverse change in the condition (financial or
     otherwise), earnings, operations, business or business prospects of the
     Company and its subsidiaries considered as one enterprise, (b) any
     transaction that is material to the Company and its subsidiaries
     considered as one enterprise, except transactions entered into in the
     ordinary course of business, (c) any obligation, direct or contingent,
     that is material to the Company and its subsidiaries considered as one
     enterprise, incurred by the Company or its subsidiaries, except
     obligations incurred in the ordinary course of business, (d) any change
     in the capital stock or outstanding indebtedness of the Company or any
     of its subsidiaries that is material to the Company and its subsidiaries
     considered as one enterprise, (e) any dividend or distribution of any
     kind declared, paid or made on the capital stock of the Company or any
     of its subsidiaries, or (f) any loss or damage (whether or not insured)
     to the property of the Company or any of its subsidiaries which has been
     sustained or will have been sustained which has a material adverse
     effect on the condition (financial or otherwise), earnings, operations,
     business or business prospects of the Company and its subsidiaries
     considered as one enterprise.

     (i)  LOCK-UP AGREEMENT FROM THE STOCKHOLDERS OF THE COMPANY. The Company
shall have obtained and delivered to you an agreement substantially in the form
of EXHIBIT A attached hereto from each officer and director of the Company, and
beneficial owners of shares in excess of [__]% of the Company's issued and
outstanding capital stock.

     (j)  STOCK EXCHANGE LISTING. The Shares shall have been approved for
inclusion on the Nasdaq National Market subject only to official notice of
issuance.

     (k)  COMPLIANCE WITH PROSPECTUS DELIVERY REQUIREMENTS. The Company shall
have complied with the provisions of Sections 2(g) and 3(e) hereof with respect
to the furnishing of Prospectuses.

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

          If any condition specified in this Section 4 is not satisfied when and
as required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company at any time on or prior to the First
Closing Date and, with respect to the Option Shares, at any time prior to the
Second Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Section 5 (Payment of Expenses),
Section 6 (Reimbursement of Underwriters' Expenses), Section 7 (Indemnification
and

                                      17.
<PAGE>

Contribution) and Section 10 (Representations and Indemnities to Survive
Delivery) shall at all times be effective and shall survive such termination.

     SECTION 5. PAYMENT OF EXPENSES.

          The Company agrees to pay all costs, fees and expenses incurred in
connection with the performance of its obligations hereunder and in connection
with the transactions contemplated hereby, including without limitation (i) all
expenses incident to the issuance and delivery of the Common Shares (including
all printing and engraving costs), (ii) all fees and expenses of the registrar
and transfer agent of the Common Stock, (iii) all necessary issue, transfer and
other stamp taxes in connection with the issuance and sale of the Shares to the
Underwriters, (iv) all fees and expenses of the Company's counsel, independent
public or certified public accountants and other advisors, (v) all costs and
expenses incurred in connection with the preparation, printing, filing, shipping
and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), each preliminary
prospectus and the Prospectus, and all amendments and supplements thereto, (vi)
all costs and expenses incurred by Underwriters counsel in connection with the
Directed Share Program, (vii) all filing fees, attorneys' fees and expenses
incurred by the Company or the Underwriters in connection with qualifying or
registering (or obtaining exemptions from the qualification or registration of)
all or any part of the Shares for offer and sale under the state securities or
blue sky laws or the provincial securities laws of Canada or any other country,
and, if requested by the Representatives, preparing and printing a "Blue Sky
Survey", an "International Blue Sky Survey" or other memorandum, and any
supplements thereto, advising the Underwriters of such qualifications,
registrations and exemptions, (viii) the filing fees incident to, and the
reasonable fees and expenses of counsel for the Underwriters in connection with,
the National Association of Securities Dealers, LLC review and approval of the
Underwriters' participation in the offering and distribution of the Common
Shares, (ix) the fees and expenses associated with the inclusion of the Common
Stock on the Nasdaq National Market, (x) all costs and expenses incident to the
travel and accommodation of the Company's employees on the "roadshow", and (xi)
all other fees, costs and expenses referred to in Item 13 of Part II of the
Registration Statement. Except as provided in this Section 5, Section 6, and
Section 7 hereof, the Underwriters shall pay their own expenses, including the
fees and disbursements of their counsel.

     SECTION 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES.

          If this Agreement is terminated by the Representatives pursuant to
Section 4, Section 8, Section 9, or if the sale to the Underwriters of the
Shares on the First Closing Date is not consummated because of any refusal,
inability or failure on the part of the Company to perform any agreement
herein or to comply with any provision hereof, the Company agrees to
reimburse the Representatives and the other Underwriters (or such
Underwriters as have terminated this Agreement with respect to themselves),
severally, upon demand for all out-of-pocket expenses that shall have been
reasonably incurred by the Representatives and the Underwriters in connection
with the proposed purchase and the offering and sale of the Shares, including
but not limited to fees and disbursements of counsel, printing expenses,
travel and accommodation expenses, postage, facsimile and telephone charges.

     SECTION 7. INDEMNIFICATION AND CONTRIBUTION.

     (a)  INDEMNIFICATION OF THE UNDERWRITERS. The Company agrees to indemnify
and hold harmless each Underwriter, its officers and employees, and each person,
if any, who controls

                                      18.
<PAGE>

any Underwriter within the meaning of the Securities Act and the Exchange Act
against any loss, claim, damage, liability or expense, as incurred, to which
such Underwriter or such controlling person may become subject, under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company, which consent shall not be unreasonably withheld), insofar as such
loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based (i) upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, or any amendment thereto, including any information deemed to be a
part thereof pursuant to Rule 430A under the Securities Act, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) upon any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or (iii) in whole or
in part upon any inaccuracy in the representations and warranties of the Company
contained herein; or (iv) in whole or in part upon any failure of the Company to
perform its obligations hereunder or under law; or (v) any untrue statement or
alleged untrue statement of any material fact contained in any audio or visual
materials provided by the Company or based upon written information furnished by
or on behalf of the Company including, without limitation, slides, videos, films
or tape recordings, used in connection with the marketing of the Shares,
including without limitation, statements communicated to securities analysts
employed by the Underwriters; or (vi) any act or failure to act or any alleged
act or failure to act by any Underwriter in connection with, or relating in any
manner to, the Shares or the offering contemplated hereby, and which is included
as part of or referred to in any loss, claim, damage, liability or action
arising out of or based upon any matter covered by clause (i), (ii), (iii), (iv)
or (v) above, provided that the Company shall not be liable under this clause
(vi) to the extent that a court of competent jurisdiction shall have determined
by a final judgment that such loss, claim, damage, liability or action resulted
directly from any such acts or failures to act undertaken or omitted to be taken
by such Underwriter through its bad faith or willful misconduct; and to
reimburse each Underwriter and each such controlling person for any and all
expenses (including the fees and disbursements of counsel chosen by Robertson
Stephens) as such expenses are reasonably incurred by such Underwriter or such
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the
Representatives expressly for use in the Registration Statement, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); and
provided, further, that with respect to any preliminary prospectus, the
foregoing indemnity agreement shall not inure to the benefit of any Underwriter
from whom the person asserting any loss, claim, damage, liability or expense
purchased Shares, or any person controlling such Underwriter, if copies of the
Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a
copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law so to have
been delivered, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage, liability or expense.
The indemnity agreement set forth in this Section 7(a) shall be in addition to
any liabilities that the Company may otherwise have.


                                      19.
<PAGE>

     (b)  INDEMNIFICATION OF THE COMPANY, ITS DIRECTORS AND OFFICERS. Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act, or other federal or state statutory law or regulation, or
at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter), insofar as
such loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, any preliminary
prospectus, the Prospectus (or any amendment or supplement thereto), in reliance
upon and in conformity with written information furnished to the Company by the
Representatives expressly for use therein; and to reimburse the Company, or any
such director, officer or controlling person for any legal and other expense
reasonably incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. The indemnity
agreement set forth in this Section 7(b) shall be in addition to any liabilities
that each Underwriter may otherwise have.

     (c)  INFORMATION PROVIDED BY THE UNDERWRITERS. The Company hereby
acknowledges that the only information that the Underwriters have furnished to
the Company expressly for use in the Registration Statement, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) are the
statements set forth in the table in the first paragraph and in the second,
fourth, twelfth and thirteenth paragraphs under the caption "Underwriting" in
the Prospectus; and the Underwriters confirm that such statements are correct.

     (d)  NOTIFICATIONS AND OTHER INDEMNIFICATION PROCEDURES. Promptly after
receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 7 or to the extent it is not
prejudiced as a proximate result of such failure. In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
assume such legal

                                      20.
<PAGE>

defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (together with local counsel), approved by the indemnifying
party (Robertson Stephens in the case of Section 7(b) and Section 8),
representing the indemnified parties who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party, in each of which cases the fees and expenses of counsel
shall be at the expense of the indemnifying party.

     (e)  SETTLEMENTS. The indemnifying party under this Section 7 shall not be
liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 7(d) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 60 days
after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent includes (i) an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

     (f)  CONTRIBUTION. If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 7(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) then each
indemnifying party shall contribute to the aggregate amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect the
relative benefits received by such party on the one hand and the Underwriters on
the other from the offering of the Shares. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law then
each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the such party on the one hand
and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or

                                      21.
<PAGE>

alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

          The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 7(f) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7(f). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to above in
this Section 7(f) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (f), (i) no Underwriter shall be required to contribute any amount in
excess of the underwriting discounts and commissions applicable to the Shares
purchased by such Underwriter and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this Section 7(f)
to contribute are several in proportion to their respective underwriting
obligations and not joint.

     (g)  TIMING OF ANY PAYMENTS OF INDEMNIFICATION. Any losses, claims,
damages, liabilities or expenses for which an indemnified party is entitled to
indemnification or contribution under this Section 7 shall be paid by the
indemnifying party to the indemnified party as such losses, claims, damages,
liabilities or expenses are incurred, but in all cases, no later than forty-five
(45) days of invoice to the indemnifying party.

     (h)  SURVIVAL. The indemnity and contribution agreements contained in this
Section 7 and the representation and warranties set forth in this Agreement
shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers or any persons
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any
Underwriter, or to the Company, its directors or officers, or any person
controlling the Company, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 7.

     (i)  ACKNOWLEDGEMENTS OF PARTIES. The parties to this Agreement hereby
acknowledge that they are sophisticated business persons who were represented by
counsel during the negotiations regarding the provisions hereof including,
without limitation, the provisions of this Section 7, and are fully informed
regarding said provisions. They further acknowledge that the provisions of this
Section 7 fairly allocate the risks in light of the ability of the parties to
investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement and Prospectus as required by
the Securities Act and the Exchange Act.

     (j)  INDEMNIFICATION FOR DIRECTED SHARE PROGRAM. The Company agrees to
indemnify and hold harmless the Underwriters and their affiliates and each
person, if any, who controls any of the Underwriters or their respective
affiliates within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act ("Underwriter Entities"), from and against any
and all losses, claims, damages and liabilities (including, without limitation,
any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material

                                      22.
<PAGE>

fact contained in any material prepared by or with the consent of the Company
for distribution to participants in connection with the Directed Share Program,
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; (ii) the failure of any participant to pay for and accept delivery
of Directed Shares that the participant has agreed to purchase; or (iii) related
to, arising out of, or in connection with the Directed Share Program other than
losses, claims, damages or liabilities (or expenses relating thereto) that are
finally judicially determined to have resulted from the bad faith or gross
negligence of the Underwriter entities.

     SECTION 8. DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS.

          If, on the First Closing Date or the Second Closing Date, as the case
may be, any one or more of the several Underwriters shall fail or refuse to
purchase Shares that it or they have agreed to purchase hereunder on such date,
and the aggregate number of Common Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase does not exceed 10% of the
aggregate number of the Shares to be purchased on such date, the other
Underwriters shall be obligated, severally, in the proportions that the number
of Firm Common Shares set forth opposite their respective names on SCHEDULE A
bears to the aggregate number of Firm Shares set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as may be
specified by the Representatives with the consent of the non-defaulting
Underwriters, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date. If, on the
First Closing Date or the Second Closing Date, as the case may be, any one or
more of the Underwriters shall fail or refuse to purchase Shares and the
aggregate number of Shares with respect to which such default occurs exceeds 10%
of the aggregate number of Shares to be purchased on such date, and arrangements
satisfactory to the Representatives and the Company for the purchase of such
Shares are not made within 48 hours after such default, this Agreement shall
terminate without liability of any party to any other party except that the
provisions of Section 5 and Section 7 shall at all times be effective and shall
survive such termination. In any such case either the Representatives or the
Company shall have the right to postpone the First Closing Date or the Second
Closing Date, as the case may be, but in no event for longer than seven days in
order that the required changes, if any, to the Registration Statement and the
Prospectus or any other documents or arrangements may be effected.

          As used in this Agreement, the term "Underwriter" shall be deemed to
include any person substituted for a defaulting Underwriter under this Section
8. Any action taken under this Section 8 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

     SECTION 9. TERMINATION OF THIS AGREEMENT.

          This Agreement may be terminated by the Representatives by notice
given to the Company if (a) at any time after the execution and delivery of this
Agreement and prior to the First Closing Date (i) trading or quotation in any of
the Company's securities shall have been suspended or limited by the Commission
or by the Nasdaq Stock Market, or trading in securities generally on either the
Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or
limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges by the Commission or the National Association of
Securities Dealers, LLC; (ii) a general banking moratorium shall have been
declared by any of federal, New York, Delaware or California authorities; (iii)
there shall have occurred any outbreak or escalation of national or
international hostilities or any crisis or calamity, or any change in the

                                      23.
<PAGE>

United States or international financial markets, or any substantial change or
development involving a prospective change in United States' or international
political, financial or economic conditions, as in the judgment of the
Representatives is material and adverse and makes it impracticable or
inadvisable to market the Common Shares in the manner and on the terms
contemplated in the Prospectus or to enforce contracts for the sale of
securities; (iv) in the judgment of the Representatives there shall have
occurred any Material Adverse Change; or (v) the Company shall have sustained a
loss by strike, fire, flood, earthquake, accident or other calamity of such
character as in the judgment of the Representatives may interfere materially
with the conduct of the business and operations of the Company regardless of
whether or not such loss shall have been insured or (b) in the case of any of
the events specified 9(a)(i)-(v), such event singly or together with any other
event, makes it, in your judgement, impracticable or inadvisable to market the
Common Shares in the manner and on the terms contemplated in the Prospectus. Any
termination pursuant to this Section 9 shall be without liability on the part of
(x) the Company to any Underwriter, except that the Company shall be obligated
to reimburse the expenses of the Representatives and the Underwriters pursuant
to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person
controlling the Company or (z) of any party hereto to any other party except
that the provisions of Section 7 shall at all times be effective and shall
survive such termination.

     SECTION 10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.

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

     SECTION 11. NOTICES.

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

If to the Representatives:

     Robertson Stephens, Inc.
     555 California Street
     San Francisco, California  94104
     Facsimile:  (415) 676-2675
     Attention:  General Counsel

     COPY TO:

     Latham & Watkins
     633 West Fifth Street, Suite 4000
     Los Angeles, California 90071
     Attention:  Cynthia A. Rotell, Esq.

                                      24.
<PAGE>

If to the Company:

     Oplink Communications, Inc.
     3469 North First Street
     San Jose, California 95134
     Facsimile:  (408) 433-0608
     Attention:  Jeff Friedman, Esq.

     COPY TO:

     Cooley Godward LLP
     Five Palo Alto Square
     3000 El Camino Real
     Palo Alto, California 94306
     Attention:  Matthew W. Sonsini, Esq.

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

     SECTION 12. SUCCESSORS.

          This Agreement will inure to the benefit of and be binding upon the
parties hereto, including any substitute Underwriters pursuant to Section 8
hereof, and to the benefit of the employees, officers and directors and
controlling persons referred to in Section 7, and to their respective
successors, and no other person will have any right or obligation hereunder. The
term "successors" shall not include any purchaser of the Shares as such from any
of the Underwriters merely by reason of such purchase.

     SECTION 13. PARTIAL UNENFORCEABILITY.

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

     SECTION 14. GOVERNING LAW PROVISIONS.

     (a)  GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the internal laws of the state of New York applicable to
agreements made and to be performed in such state.

     (b)  CONSENT TO JURISDICTION. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby
("Related Proceedings") may be instituted in the federal courts of the United
States of America located in the City and County of San Francisco or the courts
of the State of California in each case located in the City and County of San
Francisco (collectively, the "Specified Courts"), and each party irrevocably
submits to the exclusive jurisdiction (except for proceedings instituted in
regard to the enforcement of a judgment of any such court (a "Related
Judgment"), as to which such jurisdiction is non-exclusive) of such courts in
any such suit, action or proceeding. Service of

                                      25.
<PAGE>

any process, summons, notice or document by mail to such party's address set
forth above shall be effective service of process for any suit, action or other
proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action
or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit,
action or other proceeding brought in any such court has been brought in an
inconvenient forum. Each party not located in the United States irrevocably
appoints CT Corporation System, which currently maintains a San Francisco office
at 49 Stevenson Street, San Francisco, California 94105, United States of
America, as its agent to receive service of process or other legal summons for
purposes of any such suit, action or proceeding that may be instituted in any
state or federal court in the City and County of San Francisco.

     SECTION 16. GENERAL PROVISIONS.

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

                                      26.
<PAGE>



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

                           Very truly yours,

                              OPLINK COMMUNICATIONS, INC.



                           By:
                              -------------------------------------------------
                              Name:
                              Title:

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

ROBERTSON STEPHENS, INC.
ROBERTSON STEPHENS INTERNATIONAL, LTD.
CIBC WORLD MARKETS CORP.
CIBC WORLD MARKETS PLC
J.P. MORGAN SECURITIES INC.
J.P. MORGAN SECURITIES LTD.
UBS WARBURG LLC

On their behalf and on behalf of each of the several underwriters named in
SCHEDULE A hereto.

BY ROBERTSON STEPHENS, INC.
ROBERTSON STEPHENS INTERNATIONAL, LTD.

By:
   --------------------------------------------------
   Mitch Whiteford


                                       S-1

<PAGE>




                                   SCHEDULE A
<TABLE>
<CAPTION>
                                                                                NUMBER OF FIRM COMMON
                               UNDERWRITERS                                     SHARES TO BE PURCHASED
--------------------------------------------------------------------------  ----------------------------
<S>                                                                                    <C>

Robertson Stephens, Inc..............................................................   [___]

Robertson Stephens International, Ltd................................................   [___]

CIBC World Markets Corp..............................................................   [___]

CIBC World Markets plc...............................................................   [___]

J.P. Morgan Securities Inc...........................................................   [___]

J.P. Morgan Securities Ltd...........................................................   [___]

UBS Warburg LLC......................................................................   [___]

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

                                       S-A

<PAGE>





                                    EXHIBIT A

                                LOCK-UP AGREEMENT

Robertson Stephens, Inc.
CIBC World Markets Corp.
J.P. Morgan Securities Inc.
UBS Warburg LLC
     As Representatives of the Several Underwriters
c/o Robertson Stephens, Inc.
555 California Street, Suite 2600
San Francisco, California 94104
RE:  Oplink Communications, Inc. (the "Company")


Ladies & Gentlemen:

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

          In consideration of the foregoing, the undersigned hereby agrees that
the undersigned will not offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to (collectively, a
"Disposition") any shares of Common Stock, any options or warrants to purchase
any shares of Common Stock or any securities convertible into or exchangeable
for shares of Common Stock (collectively, "Securities") now owned or hereafter
acquired directly by such person or with respect to which such person has or
hereafter acquires the power of disposition, otherwise than (i) as a bona fide
gift or gifts, provided the donee or donees thereof agree in writing to be bound
by this restriction, (ii) as a distribution to partners or shareholders of such
person, provided that the distributees thereof agree in writing to be bound by
the terms of this restriction, (iii) with respect to sales or purchases of
Common Stock acquired on the open market or (iv) with the prior written consent
of Robertson Stephens, Inc. The foregoing restrictions will terminate after the
close of trading of the Common Stock on the 180th day of (and including) the day
the Common Stock commenced trading on the Nasdaq National Market (the "Lock-Up"
Period). The foregoing restriction has been expressly agreed to preclude the
holder of the Securities from engaging in any hedging or other transaction which
is designed to or reasonably expected to lead to or result in a Disposition of
Securities during the Lock-up Period, even if such Securities would be disposed
of by someone other than such holder. Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any Securities or with
respect to any security (other than a broad-based market basket or index) that
included, relates to or derives any significant part of its value from
Securities. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against

                                       A-1
<PAGE>


the transfer of shares of Common Stock or Securities held by the undersigned
except in compliance with the foregoing restrictions.

          This agreement is irrevocable and will be binding on the undersigned
and the respective successors, heirs, personal representatives, and assigns of
the undersigned. In the event the Offering has not occurred on or before
November 17, 2000 this Lock-Up Agreement shall be of no further force or effect.

                              Dated
                                   ---------------------------------------------

                              --------------------------------------------------
                                                          Printed Name of Holder

                              By:
                                 -----------------------------------------------
                                                                       Signature

                              --------------------------------------------------
                                                  Printed Name of Person Signing
                          (and indicate capacity of person signing if signing as
                                  custodian, trustee, or on behalf of an entity)


                                      A-2

<PAGE>






                                   EXHIBIT B1

             MATTERS TO BE COVERED IN THE OPINION OF COMPANY COUNSEL

     (i)      The Company and each Significant Subsidiary (as that term is
     defined in Regulation S-X of the Act) (other than Significant
     Subsidiaries organized under the People's Republic of China (the
     "Foreign Subsidiaries")) has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation;

     (ii)     The Company and each Significant Subsidiary (other than the
     Foreign Subsidiaries) has the corporate power and authority to own,
     lease and operate its properties and to conduct its business as
     described in the Prospectus;

     (iii)    To such counsel's knowledge, the Company and each Significant
     Subsidiary (other than the Foreign Subsidiaries) is duly qualified to do
     business as a foreign corporation and is in good standing in each
     jurisdiction, if any, in which the ownership or leasing of its
     properties or the conduct of its business requires such qualification,
     except where the failure to be so qualified or be in good standing would
     not have a material adverse effect on the Company and its subsidiaries
     taken as a whole;

     (iv)     The authorized, issued and outstanding capital stock of the
     Company conform to the descriptions thereof set forth in the Prospectus
     under the caption "Capitalization" as of the dates stated therein, the
     issued and outstanding shares of capital stock of the Company
     outstanding prior to the issuance of the Shares have been duly and
     validly issued and are fully paid and nonassessable, and, to such
     counsel's knowledge, will not have been issued in violation of or
     subject to any preemptive right arising under the certificate of
     incorporation or Delaware General Corporation Law, co-sale right, right
     of first refusal or other similar right, other than any registration
     rights described in Opinion (xviii) hereof;

     (v)      All issued and outstanding shares of capital stock of each
     Significant Subsidiary (other than the Foreign Subsidiaries) of the
     Company have been duly authorized and validly issued and are fully paid
     and nonassessable, and, to such counsel's knowledge, have not been
     issued in violation of or subject to any preemptive right arising under
     the certificate of incorporation or Delaware General Corporation Law,
     co-sale right, right of first refusal or other similar right, other than
     any registration rights described in Opinion (xviii) hereof and are
     owned of record by the Company;

     (vi)     The Firm Shares or the Option Shares, as the case may be, to be
     issued by the Company pursuant to the terms of this Agreement have been
     duly authorized and, upon issuance and delivery against payment therefor
     in accordance with the terms hereof, will be duly and validly issued and
     fully paid and nonassessable, and, to such counsel's knowledge, will not
     have been issued in violation of or subject to any preemptive right,
     co-sale right, right of first refusal or other similar right, other than
     any registration rights described in Opinion (xviii) hereof.

     (vii)    The Company has the corporate power and authority to enter into
     this Agreement and to issue, sell and deliver to the Underwriters the
     Shares to be issued and sold by it hereunder;

                                      B1-1

<PAGE>

     (viii)   This Agreement has been duly authorized by all necessary
     corporate action on the part of the Company and has been duly executed
     and delivered by the Company and, assuming due authorization, execution
     and delivery by you, is a valid and binding agreement of the Company,
     enforceable in accordance with its terms, except as rights to
     indemnification and contribution hereunder may be limited by applicable
     law and except as enforceability may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws relating to or
     affecting creditors' rights generally or by general equitable principles
     (whether relief is sought in a proceeding at law or in equity);

     (ix)     The Registration Statement has become effective under the Act
     and, to such counsel's knowledge, no stop order suspending the
     effectiveness of the Registration Statement has been issued and no
     proceedings for that purpose are pending or threatened under the
     Securities Act;

     (x)      The 8-A Registration Statement complied as to form in all
     material respects with the requirements of the Exchange Act; the 8-A
     Registration Statement has become effective under the Exchange Act; and
     the Firm Shares and the Option Shares have been validly registered under
     the Securities Act and the rules and regulations of the Commission
     thereunder;

     (xi)     The Registration Statement and the Prospectus, and each
     amendment or supplement thereto (other than the financial statements
     (including supporting schedules) and financial and statistical data
     included therein as to which such counsel need express no opinion), as
     of the effective date of the Registration Statement, complied as to form
     in all material respects with the requirements of the Act and the
     applicable Rules and Regulations;

     (xii)    The information in the Prospectus under the captions
     "Description of Capital Stock" and "United States Federal Tax
     Considerations For Non-United States Holders" to the extent that it
     constitutes matters of law or legal conclusions, has been reviewed by
     such counsel and is accurate in all material respects and fairly
     presents the information required to be presented by the Securities Act;
     and the forms of certificates evidencing the Common Stock and filed as
     exhibits to the Registration Statement comply with Delaware law;

     (xiii)   The descriptions in the Registration Statement and the
     Prospectus of the charter and bylaws of the Company are accurate and
     fairly present the information required to be presented by the
     Securities Act;

     (xiv)    To such counsel's knowledge, there are no agreements,
     contracts, leases or documents to which the Company is a party of a
     character required to be filed as an exhibit to the Registration
     Statement which are not filed as required;

     (xv)     The performance of this Agreement and the consummation of the
     transactions herein contemplated, including the Related Transactions,
     (other than performance of the Company's indemnification and
     contribution obligations hereunder, concerning which no opinion need be
     expressed) will not (a) result in any violation of the Company's charter
     or bylaws or (b) to such counsel's knowledge, result in a material
     breach or violation of any of the terms and provisions of, or constitute
     a default under, any bond, debenture, note or other evidence of
     indebtedness, or any lease, contract, indenture, mortgage, deed of
     trust, loan agreement, joint venture or other agreement or

                                      B1-2
<PAGE>

     instrument known to such counsel to which the Company is a party or by
     which its properties are bound which is required to be filed as an exhibit
     to the Registration Statement under Regulation S-K, or any applicable
     statute, rule or regulation known to such counsel or, to such counsel's
     knowledge, any order, writ or decree of any court, government or
     governmental agency or body having jurisdiction over the Company or any of
     its subsidiaries, or over any of their properties or operations;

     (xvi)    No consent, approval, authorization, filing with or order of or
     qualification with any court, government or governmental agency or body
     having jurisdiction over the Company or any of its subsidiaries, or over
     any of their properties or operations is necessary in connection with
     the consummation by the Company of the transactions herein contemplated,
     including the Related Transactions, except (i) such as have been
     obtained under the Securities Act, (ii) such as may be required under
     state or other securities or Blue Sky laws in connection with the
     purchase and the distribution of the Shares by the Underwriters, (iii)
     such as may be required by the National Association of Securities
     Dealers, LLC and (iv) such as may be required under the federal or
     provincial laws of Canada;

     (xvii)   To such counsel's knowledge, there are no legal or governmental
     proceedings pending or overtly threatened against the Company or any of
     its subsidiaries of a character required to be disclosed in the
     Registration Statement or the Prospectus by the Securities Act or the
     rules and regulations of the Commission thereunder other than those
     described therein;

     (xviii)  To such counsel's knowledge, except as set forth in the
     Registration Statement and Prospectus, no holders of Common Shares or
     other securities of the Company have registration rights with respect to
     securities of the Company and, except as set forth in the Registration
     Statement and Prospectus, all holders of securities of the Company
     having rights known to such counsel to registration of such Common
     Shares or other securities, because of the filing of the Registration
     Statement by the Company have, with respect to the offering contemplated
     thereby, waived such rights or such rights have expired by reason of
     lapse of time following notification of the Company's intent to file the
     Registration Statement or have included securities in the Registration
     Statement pursuant to the exercise of and in full satisfaction of such
     rights; and

     (xix)    The Company is not and, after giving effect to the offering and
     the 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.

          In addition, such counsel shall state that such counsel has
participated in conferences with officials and other representatives of the
Company, the Representatives, Underwriters' Counsel and the independent
certified public accountants of the Company, at which such conferences the
contents of the Registration Statement and Prospectus and any amendments or
supplements thereto and related matters were discussed, and although they have
not verified the accuracy or completeness of the statements contained in the
Registration Statement or the Prospectus, no fact has come to the attention of
such counsel which leads them to believe that, at the time the Registration
Statement or any amendment thereto became effective (other than the financial
statements including supporting schedules and other financial and statistical
information contained therein, as to which such counsel need express no comment)
contained any untrue statement of a material fact or omitted to state a material
fact

                                      B1-3

<PAGE>

required to be stated therein or necessary to make the statements therein not
misleading, or the Prospectus and any amendment or supplement thereto (except as
aforesaid) as of its date or on the First Closing Date or the Second Closing
Date, as the case may be, contained any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

                                      B1-4

<PAGE>

                                   EXHIBIT B2

         MATTERS TO BE COVERED IN THE OPINION OF FOREIGN COMPANY COUNSEL

     (i)      Each non-U.S. subsidiary of the Company has been duly
     incorporated and is validly existing as a corporation in good standing
     under the laws of the jurisdiction of its incorporation;

     (ii)     Each non-U.S. subsidiary of the Company has the corporate power
     and authority to own, lease and operate its properties and to conduct
     its business as described in the Prospectus;

     (iii)    Each non-U.S. subsidiary of the Company is duly qualified to do
     business as a foreign corporation and is in good standing in each
     jurisdiction, if any, in which the ownership or leasing of its
     properties or the conduct of its business requires such qualification,
     except where the failure to be so qualified or be in good standing would
     not have a Material Adverse Effect. To such counsel's knowledge, the
     Company does not own or control, directly or indirectly, any
     corporation, association or other entity other than Zhuhai Oplink
     Communications, Inc., Fuzhou Oplink Communications, Inc. and Beijing
     Oplink Communications, Inc. organized under the People's Republic of
     China;

     (iv)     All issued and outstanding shares of capital stock of each
     non-U.S. subsidiary of the Company have been duly authorized and validly
     issued and are fully paid and nonassessable, and, to such counsel's
     knowledge, have not been issued in violation of or subject to any
     preemptive right arising under the certificate of incorporation or
     co-sale right, right of first refusal or other similar right, and are
     owned by the Company free and clear of any pledge, lien, security
     interest, encumbrance, claim or equitable interest;

     (v)      To such counsel's knowledge, each non-U.S. subsidiary has
     obtained such licenses, permits, approvals and authorizations required
     by the appropriate regulatory agencies or bodies that are necessary for
     the conduct of the business of such subsidiary as they are currently
     conducted and described in the Prospectus, and such authorizations are
     in full force and effect;

     (vi)     To such counsel's knowledge, there are no legal or governmental
     proceedings pending or threatened against any of the non-U.S.
     subsidiaries which would have a material adverse effect on the earnings,
     business, operations or prospects of any of the non-U.S. subsidiaries;
     and

     (vii)    To such counsel's knowledge, none of the non-U.S. subsidiaries
     is (a) in material violation of its organizational documents, or (b) in
     material breach of any applicable statute, rule or regulation known to
     such counsel, or, to such counsel's knowledge, any order, writ, or
     decree of any court or governmental agency or body having jurisdiction
     over such subsidiary or over any of its properties or operations.

                                      B2-1

<PAGE>


                                   EXHIBIT C1

                     MATTERS TO BE COVERED IN THE OPINION OF
                  INTELLECTUAL PROPERTY COUNSEL FOR THE COMPANY

                                SAWYER LAW GROUP

          Such counsel are familiar with the technology used by the Company in
its business and the manner of its use thereof and have read the Registration
Statement and the Prospectus, including particularly the portions of the
Registration Statement and the Prospectus referring to patents, trade secrets,
trademarks, service marks or other proprietary information or materials and:

     (i)      As to the statements under the captions "Risk Factors -- If we
     are unable to protect our proprietary technology, our ability to succeed
     will be harmed", "Business -- Intellectual Property," and the portions
     of the Prospectus describing or referring to any intellectual property
     of the Company, nothing has come to the attention of such counsel which
     caused them to believe that the above-mentioned portions of the
     Registration Statement and any amendment or supplement thereto made
     available and reviewed by such counsel, at the time the Registration
     Statement became effective and at all times subsequent thereto up to and
     on the Closing Date and on any later date on which Option Shares are to
     be purchased, 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, in light of the circumstances
     under which they were made, not misleading;

     (ii)     Except as described in the Prospectus, such counsel knows of no
     material action, suit, claim or proceeding relating to patents, patent
     rights or licenses, trademarks or trademark rights, copyrights,
     collaborative research, licenses or royalty arrangements or agreements or
     trade secrets, know-how or proprietary techniques, including processes and
     substances, owned by or affecting the business or operations of the Company
     which are pending or threatened against the Company or any of its officers
     or directors.

     (iii)    The Company is listed in the records of the United States
     Patent and Trademark Office as the holder of record of the patents
     listed on a schedule to such opinion (the "Patents") and each of the
     applications listed on a schedule to such opinion (the "Applications").
     To the knowledge of such counsel, there are no claims of third parties
     to any ownership interest or lien with respect to any of the Patents or
     Applications. Such counsel is not aware of any material defect in form
     in the preparation or filing of the Applications on behalf of the
     Company. To the knowledge of such counsel, the Applications are being
     pursued by the Company. To the knowledge of such counsel, the Company
     owns as its sole property the Patents and pending Applications; and

     (iv)     Such counsel knows of no reason why the Patents are not valid
     as issued. Such counsel has no knowledge of any reason why any patent to
     be issued as a result of any Application would not be valid or would not
     afford the Company useful patent protection with respect thereto.

                                      C1-1

<PAGE>

                                   EXHIBIT C2

                                FISH & RICHARDSON

          Such counsel are familiar with the technology used by the Company in
its business and the manner of its use thereof and have read the Registration
Statement and the Prospectus, including particularly the portions of the
Registration Statement and the Prospectus referring to patents, trade secrets,
trademarks, service marks or other proprietary information or materials and:

     (i)      As to the statements under the caption "Business -- Legal
     Proceedings and Regulatory Matters -- Legal Proceedings," such
     statements have been reviewed by such counsel and, to the best of their
     knowledge and information, are accurate in all material respects.

                                      C2-1

<PAGE>


                                   EXHIBIT C3

                     MATTERS TO BE COVERED IN THE OPINION OF
                   SPECIAL REGULATORY COUNSEL FOR THE COMPANY

                                THOMPSON & BURKE

          The information in the Prospectus under the captions "Business --
Legal Proceedings and Regulatory Matters -- Regulatory Matters" and the first
paragraph under "Risk Factors -- Our failure to comply with governmental
regulations could subject us to liability" is an accurate summary of the
regulatory issues relating to the Company as disclosed to me by the Company
and is an accurate summary of the regulatory laws described thereunder.

                                      C3-1

<PAGE>


                                    EXHIBIT D

          MATTERS TO BE COVERED IN THE OPINION OF UNDERWRITERS' COUNSEL

     (i)      The Firm Shares have been duly authorized and, upon issuance
     and delivery and payment therefor in accordance with the terms of the
     Underwriting Agreement, will be validly issued, fully paid and
     non-assessable.

     (ii)     The Registration Statement complied as to form in all material
     respects with the requirements of the Act; the Registration Statement
     has become effective under the Act and, to such counsel's knowledge, no
     stop order proceedings with respect thereto have been instituted or
     threatened or are pending under the Securities Act.

     (iii)    The 8-A Registration Statement complied as to form in all
     material respects with the requirements of the Exchange Act; the 8-A
     Registration Statement has become effective under the Exchange Act; and
     the Shares have been validly registered under the Securities Act and the
     Rules and Regulations of the Exchange Act and the applicable rules and
     regulations of the Commission thereunder;

     (iv)     The Underwriting Agreement has been duly authorized, executed
     and delivered by the Company.

          In addition, such counsel shall state that such counsel has
participated in conferences with officials and other representatives of the
Company, the Representatives, Underwriters' Counsel and the independent
certified public accountants of the Company, at which such conferences the
contents of the Registration Statement and Prospectus and any amendments or
supplements thereto and related matters were discussed, and although they have
not verified the accuracy or completeness of the statements contained in the
Registration Statement or the Prospectus, nothing has come to the attention of
such counsel which leads them to believe that, at the time the Registration
Statement or any amendment thereto became effective (other than the financial
statements including supporting schedules and other financial and statistical
information derived therefrom, as to which such counsel need express no comment)
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or the Prospectus and any amendment or supplement thereto
(except as aforesaid) as of its date or on the First Closing Date or the Second
Closing Date, as the case may be, contained any untrue statement of a material
fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

                                      D1-1