<PAGE>   1
                                                                   EXHIBIT 1.1

                               [1,650,000] Shares

                               ATL Products, Inc.

                              Class A Common Stock


                             UNDERWRITING AGREEMENT
                             ----------------------

                                           , 1997
                             --------------



MONTGOMERY SECURITIES
CRUTTENDEN ROTH INCORPORATED
As Representatives of the several Underwriters
600 Montgomery Street
San Francisco, California 94111

Ladies and Gentlemen:


                                   SECTION 1

                                  INTRODUCTORY
                                  ------------

         ATL Products, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell [1,650,000] shares of its authorized but unissued Class A
Common Stock, par value $.0001 per share  (the "Class A Common Stock"), to the
several underwriters named in Schedule A annexed hereto (the "Underwriters"),
for whom you are acting as Representatives.  Said aggregate of [1,650,000]
shares are herein called the "Firm Common Shares."  In addition, the Company
proposes to grant to the Underwriters an option to purchase up to [245,000]
additional shares of Class A Common Stock (the "Optional Common Shares"), as
provided in Section 5 hereof.  The Firm Common Shares and, to the extent such
option is exercised, the Optional Common Shares are hereinafter collectively
referred to as the "Common Shares."  The shares of Class A Common Stock and
Class B Common Stock, par value $.0001 per share (the "Class B Common Stock"),
of the Company are hereinafter referred to as the "Common Stock."

         You have advised the Company that the Underwriters propose to make a
public offering of their respective portions of the Common Shares on the
effective date of the registration statement hereinafter referred to, or as
soon thereafter as in your judgment is advisable.

         The Company and the Parent hereby confirm their respective agreements
with respect to the purchase of the Common Shares by the Underwriters as
follows:


<PAGE>   2
                                   SECTION 2

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
                 ---------------------------------------------
                                 AND THE PARENT
                                 --------------

         The Company and the Parent, jointly and severally, represent and
warrant to the several Underwriters that:

         (a)     A registration statement on Form S-1 (File No. 333-[.]) with
respect to the Common Shares has been prepared by the Company in conformity
with the requirements of the Securities Act of 1933, as amended (the "Act"),
and the rules and regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "Commission") thereunder, and has been filed with
the Commission.  The Company has prepared and has filed or proposes to file
prior to the effective date of such registration statement an amendment or
amendments to such registration statement, which amendment or amendments have
been or will be similarly prepared.  There have been delivered to you two
signed copies of such registration statement and amendments, together with two
copies of each exhibit filed therewith.  Conformed copies of such registration
statement and amendments (but without exhibits) and of the related preliminary
prospectus have been delivered to you in such reasonable quantities as you have
requested for each of the Underwriters.  The Company will next file with the
Commission one of the following: (i) prior to effectiveness of such
registration statement, a further amendment thereto, including the form of
final prospectus, or (ii) a final prospectus in accordance with Rules 430A and
424(b) of the Rules and Regulations.  As filed, such amendment and form of
final prospectus, or such final prospectus, shall include all Rule 430A
Information and, except to the extent that you shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to you
prior to the date and time that this Agreement was executed and delivered by
the parties hereto, or, to the extent not completed at such date and time,
shall contain only such specific additional information and other changes
(beyond that contained in the latest preliminary prospectus) as the Company
shall have previously advised you in writing would be included or made therein.

         The term "Registration Statement" as used in this Agreement shall mean
such registration statement at the time such registration statement becomes
effective and, in the event any post-effective amendment thereto becomes
effective prior to the First Closing Date (as hereinafter defined), shall also
mean such registration statement as so amended; provided, however, that such
term shall also include (i) all Rule 430A Information deemed to be included in
such registration statement at the time such registration statement becomes
effective as provided by Rule 430A of the Rules and Regulations and (ii) a
registration statement, if any, filed pursuant to Rule 462(b) of the Rules and
Regulations relating to the Common Shares.  The term "Preliminary Prospectus"
shall mean any preliminary prospectus referred to in the preceding paragraph
and any preliminary prospectus included in the Registration Statement at the
time it becomes effective that omits Rule 430A Information.  The term
"Prospectus" as used in this Agreement shall mean the prospectus relating to
the Common Shares in the form in which it is first filed with the Commission
pursuant to Rule 424(b) of the Rules and Regulations or, if no filing pursuant
to Rule 424(b) of the Rules and Regulations is required, shall mean the form of
final prospectus included in the Registration Statement at the time such
registration statement becomes effective.  The term "Rule 430A Information"
means information with respect to the Common Shares and the offering thereof
permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A of the Rules and Regulations.

         (b)     The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus, and each Preliminary
Prospectus has conformed in all material respects to the requirements of the
Act and the Rules and Regulations and, as of its date, has not included 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; and at the time the Registration
Statement becomes effective, and at all times subsequent thereto up to and
including each Closing Date hereinafter mentioned, the Registration Statement
and the Prospectus, and any amendments or supplements thereto, will contain all
material statements and information required to be included therein by the Act
and the Rules and Regulations and will in all material respects conform to the
requirements of the Act and the Rules and Regulations, and neither the
Registration Statement nor the Prospectus, nor any amendment or supplement
thereto, will 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; provided, however, no representation or
warranty contained in this subsection 2(b) shall be applicable to information
contained in or omitted from any Preliminary Prospectus, the Registration
Statement, the Prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter specifically for use in the preparation thereof.


                                      -2-


<PAGE>   3
         (c)     The Company does not own or control, directly or indirectly,
any corporation, association or other entity, other than the Company's wholly
owned subsidiar(ies), . [       ] (collectively, the "Subsidiaries").  The
Company and each Subsidiary has been duly incorporated and is validly existing
as a corporation in good standing under the laws of its jurisdiction of
incorporation, with full power and authority (corporate and other) to own and
lease its properties and conduct its business as described in the Prospectus;
the Company and each Subsidiary is in possession of and operating in compliance
with all authorizations, licenses, permits, consents, certificates and orders
material to the conduct of its business, all of which are valid and in full
force and effect; the Company and each Subsidiary is duly qualified to do
business and in good standing as a foreign corporation in each jurisdiction in
which the ownership or leasing of properties or the conduct of its business
requires such qualification, except for jurisdictions in which the failure to
so qualify would not have a material adverse effect upon the Company and the
Subsidiaries taken as a whole; and no proceeding has been instituted in any
such jurisdiction, revoking, limiting or curtailing, or seeking to revoke,
limit or curtail, such power and authority or qualification.  The Company owns
all outstanding shares of capital stock of each Subsidiary, free and clear of
any claim, lien or encumbrance of any kind.

         (d)     The Company has an authorized and outstanding capital stock as
set forth under the heading "Capitalization" in the Prospectus; the issued and
outstanding shares of  Common Stock have been, and the issued and outstanding
shares of Common Stock immediately prior to Closing will be duly authorized and
validly issued, fully paid and nonassessable, issued in compliance with all
federal and state securities laws,  not issued in violation of or subject to
any preemptive rights or other rights to subscribe for or purchase securities,
and in conformance with the description thereof contained in the Prospectus.
Prior to the Offering, all outstanding shares of Common Stock of the Company
are owned by the Parent.  Except as disclosed in the Prospectus and the
financial statements of the Company, and the related notes thereto, included in
the Prospectus, the Company has, and immediately prior to the Closing will
have, no outstanding options to purchase, or any preemptive rights or other
rights to subscribe for or to purchase, any securities or obligations
convertible into, or any contracts or commitments to issue or sell, shares of
its capital stock or any such options, rights, convertible securities or
obligations.  The description of 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.

         (e)     The Common Shares to be sold by the Company have been duly
authorized and, when issued, delivered and paid for in the manner set forth in
this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and will conform to the description thereof contained in or
incorporated by reference in the Prospectus.  No preemptive rights or other
rights to subscribe for or purchase exist with respect to the issuance and sale
of the Common Shares by the Company pursuant to this Agreement.  No stockholder
of the Company has any right which has not been waived to require the Company
to register the sale of any shares owned by such stockholder under the Act in
the public offering contemplated by this Agreement.  No further approval or
authority of the stockholder or the Board of Directors of the Company will be
required for the issuance and sale of the Common Shares to be sold by the
Company as contemplated herein.

         (f)     The Class A Common Stock has been approved for quotation on
the Nasdaq National Market, subject to official notice of issuance.

         (g)     The Company and the Parent each has full legal right, power
and authority to enter into this Agreement and to perform the transactions
contemplated hereby.  This Agreement has been duly authorized, executed and
delivered by the Company and the Parent and constitutes a valid and binding
obligation of each of the Company and the Parent, enforceable in accordance
with its terms.  The making and performance of this Agreement by the Company
and the Parent and the consummation of the transactions herein contemplated
will not violate any provisions of the certificate of incorporation or bylaws,
or other organizational documents, of the Company or the Parent, and will not
conflict with, result in the breach or violation of, or constitute, either by
itself or upon notice or the passage of time or both, a default under any
agreement, mortgage, deed of trust, lease, franchise, license, indenture,
permit or other instrument to which the Company or the Parent is a party or by
which the Company or the Parent or any of their respective properties may be
bound or affected, any statute or any authorization, judgment, decree, order,
rule or regulation of any court or any regulatory body, administrative agency
or other governmental body applicable to the Company or the Parent or any of
their respective properties.  No consent, approval, authorization or other
order of any court, regulatory body, administrative agency or other
governmental body is required for the execution and delivery of this Agreement
or the consummation of the transactions contemplated by this Agreement, except
for compliance with the Act, the





                                      -3-


<PAGE>   4
Blue Sky laws applicable to the public offering of the Common Shares by the
several Underwriters and the clearance of such offering with the National
Association of Securities Dealers, Inc. (the "NASD").

         (h)     Ernst & Young LLP, who have expressed their opinion with
respect to the financial statements and schedules filed with the Commission as
a part of the Registration Statement and included in the Prospectus and in the
Registration Statement, are independent accountants to the Company as required
by the Act and the Rules and Regulations.

         (i)     The financial statements and schedules of the Company, and the
related notes thereto, included in the Registration Statement and the
Prospectus present fairly the financial position of the Company as of the
respective dates of such financial statements and schedules, and the results of
operations and changes in financial position of the Company for the respective
periods covered thereby.  Such statements, schedules and related notes have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis as certified by the independent accountants named
in subsection 2(h).  No other financial statements or schedules are required to
be included in the Registration Statement or incorporated by reference therein.
The selected financial data set forth in the Prospectus under the captions
"Capitalization" and "Selected Consolidated Financial Data" fairly present the
information set forth therein on the basis stated in the Registration
Statement.  The Company has no long-term or short-term indebtedness other than
the promissory note in the amount of $[.] million payable to the Parent and
trade payables in the ordinary course of business.

         (j)     The Company maintains a system of internal accounting control
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain 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.  The representations and warranties given by the Company and/or
its officers to independent public accountants for the purpose of supporting
the letters referred to in Section 8(c)(vi) are true and correct.

         (k)     Neither the Company nor any Subsidiary is (i) in violation or
default of any provision of its certificate of incorporation or bylaws, or
other organizational documents, or (ii) in breach of or default with respect to
any provision of any agreement, judgment, decree, order, mortgage, deed of
trust, lease, franchise, license, indenture, permit or other instrument to
which it is a party or by which it or any of its properties are bound, except
where a breach or default with respect to clause (ii) would not have a material
adverse effect on the condition (financial or otherwise), business or results
of operations of the Company and the Subsidiary taken as a whole; and there
does not exist any state of facts which constitutes an event of default on the
part of the Company or any Subsidiary as defined in such documents or which,
with notice or lapse of time or both, would constitute such an event of
default.

         (l)     There are no contracts or other documents required to be
described in the Registration Statement or to be filed as exhibits to the
Registration Statement or by the Rules and Regulations which have not been
accurately and completely described or filed as required.  The contracts so
described in the Prospectus are in full force and effect on the date hereof;
and neither the Company nor any of its Subsidiaries nor, to the best knowledge
of the Company or the Parent (as the case may be), any other party is in breach
of or default under any of such contracts, except where a breach or default
would not have a material adverse effect on the condition (financial or
otherwise), business or results of operations of the Company and the Subsidiary
taken as a whole.

         (m)     Except as disclosed in the Prospectus, there are no legal or
governmental actions, suits or proceedings (including those related to
environmental or discrimination matters) pending, or to the best knowledge of
the Company or the Parent (as the case may be), threatened, as to which the
Company or any Subsidiary taken as a whole is or may be a party or of which
property owned or leased by the Company or any Subsidiary is or may be the
subject, which actions, suits or proceedings could reasonably be expected to,
individually or in the aggregate, prevent or adversely affect the transactions
contemplated by this Agreement or result in a material adverse change in the
condition (financial or otherwise), properties, business or results of
operations of the Company and the Subsidiary taken as a whole; and no labor
disturbance by the employees of the Company or any Subsidiary exists or is
imminent which could reasonably be expected to affect materially and adversely
such condition, properties, business or results of operations.  Neither the
Company nor any Subsidiary is a party or subject to the provisions of





                                      -4-
<PAGE>   5
any material injunction, judgment, decree or order of any court, regulatory
body, administrative agency or other governmental body.

         (n)     The Company and its Subsidiaries have good and marketable
title to all the properties and assets reflected as owned in the financial
statements hereinabove described (or elsewhere in the Prospectus), subject to
no lien, mortgage, pledge, charge or encumbrance of any kind except (i) those,
if any, reflected in such financial statements (or elsewhere in the
Prospectus), or (ii) those which are not material in amount and do not
adversely affect the use made and proposed to be made of such property by the
Company or its Subsidiary, as the case may be.  The Company and each Subsidiary
holds its leased properties under valid and binding leases, with such
exceptions as are not materially significant in relation to the business of the
Company and the Subsidiaries, taken as a whole.  Except as disclosed in the
Prospectus, the Company and each Subsidiary owns or leases all such properties
as are necessary to its operations as now conducted or as proposed to be
conducted.

         (o)     The Company and each Subsidiary is in compliance in all
material respects with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published interpretations thereunder ("ERISA") and with all requirements
prescribed by any and all statutes, orders, government rules and regulations
including the Internal Revenue Code of 1986, as amended, currently in effect
with respect to employee benefit plans; no "reportable event" (as defined in
ERISA) nor any event described in Sections 4062, 4063 or 4041(c) of ERISA has
occurred for which the Company would have any liability; neither the Company
nor any Subsidiary has incurred and does not expect to incur material liability
under (i) Title IV of ERISA other than premium payments to the Pension Benefit
Guaranty Corporation arising in the ordinary course or (ii) Section 4971 of the
Internal Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the "Code"); and each "pension plan" for
which the Company or any Subsidiary would have any material liability that is
intended to be qualified under Section 401(a) of the Code has received a
favorable determination letter from the Internal Revenue Service and nothing
has occurred, whether by action or by failure to act, which would cause the
loss of such determination letter.  Neither the Company nor any Subsidiary has
incurred any material liability or penalty under Sections 4975 through 4980 of
the Code or under Title I of ERISA.  All contributions, premiums or other
payments (including all employer contributions and employee salary reduction
contributions) which are due have been paid to each "pension plan" and all
contributions, premiums or other payments for any period ending on or before
the Closing Date which are not yet due have been paid to each such "pension
plan" or accrued in accordance with the past custom and practice of the
Company.  No suit, action or other litigation (excluding claims for benefits
incurred in the ordinary course of any plan activities) has been brought, or to
the knowledge of the Company or the Parent is threatened, against or with
respect to any employee benefit plan of the Company or any Subsidiary.  All
"pension plans" and other employee-related plans of the Company and each
Subsidiary are fully funded.

         (p)     Since the respective dates as of which information is given in
the Registration Statement and Prospectus: (i) neither the Company nor any
Subsidiary has incurred any material liabilities or obligations, indirect,
direct or contingent, or entered into any material verbal or written agreement
or other transaction in any such case which is not in the ordinary course of
business; (ii) neither the Company nor any Subsidiary has sustained any
material loss or interference with its business or properties from fire, flood,
windstorm, accident or other calamity, whether or not covered by insurance;
(iii) except as specifically contemplated by the Prospectus, the Company has
not paid or declared any dividends or other distributions with respect to its
capital stock; (iv) neither the Company nor any Subsidiary is in default in the
payment of principal or interest on any outstanding debt obligations; (v) there
has not been any change in the capital stock or indebtedness material to the
Company and the Subsidiaries taken as a whole (other than in the ordinary
course of business); and (vi) there has not been any material adverse change in
the condition (financial or otherwise), business, properties or results of
operations of the Company or any Subsidiary.

         (q)     The Company has sufficient trademarks, trade names, patent
rights, mask works, copyrights, licenses, approvals and governmental
authorizations to conduct its business as now conducted; and, except as
disclosed in the Prospectus, neither the Company nor the Parent has any
knowledge of any material infringement by the Company or any Subsidiary of any
trademark, trade name rights, patent rights, mask works, copyrights, licenses,
trade secret or other similar rights of others, and there is no claim being
made against the Company or any Subsidiary regarding trademark, trade name,
patent, mask work, copyright, license, trade secret or other infringement which
could have a material adverse effect on the condition (financial or otherwise),
business or results of operations of the Company and the Subsidiaries, taken as
a whole.





                                      -5-


<PAGE>   6
         (r)     The Company and each Subsidiary is conducting business in
compliance with all applicable laws, rules and regulations of the jurisdictions
in which it is conducting business, including, without limitation, all
applicable local, state and federal environmental laws and regulations; except
where failure to be so in compliance would not materially adversely affect the
condition (financial or otherwise), business or results of operations of the
Company and the Subsidiaries, taken as a whole.

         (s)     All necessary federal, state and foreign income and franchise
tax returns have been filed by the Company and each Subsidiary, except where
the failure to file would not have a material adverse effect on the condition
(financial or otherwise), business or results of operations of the Company and
the Subsidiaries, taken as a whole, and all such tax returns are complete and
correct in all material respects, and all taxes shown as due thereon have been
paid.  Neither the Company nor the Parent has any knowledge of any tax
deficiency which has been or might be asserted or threatened against the
Company or any Subsidiary which could reasonably be expected to materially and
adversely affect the business, operations or properties of the Company and the
Subsidiaries taken as a whole.

         (t)     The Company is not, and upon the closing of  the offering
contemplated hereby will not be, an "investment company" or a company
"controlled by" an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         (u)     Neither the Company nor the Parent has distributed and will
not distribute prior to the First Closing Date any offering material in
connection with the offering and sale of the Common Shares other than the
Preliminary Prospectus, the Prospectus and the Registration Statement.

         (v)     The Company and Subsidiaries maintain insurance of the types
and in the amounts generally deemed adequate for its business, including, but
not limited to, insurance covering real and personal property owned or leased
by the Company or Subsidiaries against theft, damage, destruction, acts of
vandalism and all other risks customarily insured against, all of which
insurance is in full force and effect.

         (w)     Neither the Company, the Parent nor, to the best knowledge of
the Company and the Parent, any of their respective employees or agents has at
any time during the last five years (i) made any unlawful contribution to any
candidate for foreign office, or failed to disclose fully any contribution in
violation of law, or (ii) made any payment to any federal or state governmental
officer or official, or other person charged with similar public or
quasi-public duties, other than payments required or permitted by the laws of
the United States or any jurisdiction thereof.

         (x)     Neither the Company nor the Parent has taken, and neither will
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 Class A Common Stock to facilitate the sale or resale of the
Common Shares.

         (y)     The Company and the Parent have caused each of its respective
executive officers and directors as set forth in the Prospectus to furnish to
the Representatives an agreement in the form attached hereto, pursuant to which
each such party has agreed that during the period of 180 days after the first
date that any of the Common Shares are released by you for sale to the public,
without the prior written consent of Montgomery Securities, which consent may
be withheld at the sole discretion of Montgomery Securities, such party will
not directly or indirectly offer, sell, contract to sell or otherwise dispose
of any shares of the Company's  Common Stock or securities convertible into or
exchangeable for, or any rights to purchase or acquire, the Company's Common
Stock (including without limitation, Common Stock of the Company which may be
deemed to be beneficially owned in accordance with the rules and regulations of
the Commission); provided, however, that bona fide gift transactions may be
permitted if the donee agrees in writing, prior to the consummation of the
gift, to be bound by the provisions applicable to the share in the hands of the
donor.





                                      -6-
<PAGE>   7
                                   SECTION 3

                   REPRESENTATIONS, WARRANTIES AND COVENANTS
                   -----------------------------------------
                                 OF THE PARENT
                                 -------------

         The Parent represents and warrants to, and agrees with, the several
Underwriters that:

         (a)     To date, the Parent has filed any and all filings required by
the Act, the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), and the Rules and Regulations and such filings have conformed in all
material respects to the requirements of the Act, the Exchange Act and the
Rules and Regulations, as the case may be, and have not included any untrue
statement or a material fact or omitted to state a material fact necessary to
make the statements therein not misleading in light of the circumstances under
which they were made.

         (b)     The Parent agrees with the Underwriters not to offer to sell,
sell or contract to sell or otherwise dispose of any shares of Common Stock or
securities convertible into or exchangeable for any shares of  Common Stock,
for a period of 180 days after the first date that any of the Common Shares are
released by you for sale to the public, without the prior written consent of
Montgomery Securities, which consent may be withheld at the sole discretion of
Montgomery Securities.


                                   SECTION 4

               REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS
               --------------------------------------------------

         The Representatives, on behalf of several Underwriters, represent and
warrant to the Company and to the Parent that the information set forth (i) on
the cover page of the Prospectus with respect to price, underwriting discounts
and commissions and terms of offering and (ii) under "Underwriting" in the
Prospectus was furnished to the Company by and on behalf of the Underwriters
for use in connection with the preparation of the Registration Statement and
the Prospectus and is correct in all material respects.  The Representatives
represent and warrant that, except as expressly provided herein, they have been
authorized by each of the other Underwriters as the Representatives to enter
into this Agreement on its behalf and to act for it in the manner herein
provided.


                                   SECTION 5

                  PURCHASE, SALE AND DELIVERY OF COMMON SHARES
                  --------------------------------------------

         On the basis of the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, the
Company agrees to issue and sell to the Underwriters [1,650,000] Firm Common
Shares and the Underwriters agree, severally and not jointly, to purchase from
the Company the number of Firm Common Shares described below.  The purchase
price per share to be paid by the several Underwriters to the Company shall be
$[.] per share.

         The obligation of each Underwriter to the Company shall be to purchase
from the Company that number of full shares which (as nearly as practicable, as
determined by you) bears to [1,650,000] the same proportion as the number of
shares set forth opposite the name of such Underwriter in Schedule A hereto
bears to the total number of Firm Common Shares.

         Delivery of certificates for the Firm Common Shares to be purchased by
the Underwriters and payment therefor shall be made at the offices of
Montgomery Securities, 600 Montgomery Street, San Francisco, California (or
such other place as may be agreed upon by the Company and the Underwriters) at
such time and date, not later than the third (or, if the Firm Common Shares are
priced as contemplated by Rule 15c6-1(c) of the Exchange Act, after 4:30 p.m.
Washington, D.C. time, the fourth) full business day following the first date
that any of the Common Shares are released by you for sale to the public, as
you shall designate by at least 48 hours prior notice to the Company (or at
such other time and date, not later than one week after such third or fourth,
as the case may be, full business day as may be agreed upon by the Company and
the Representatives) (the "First Closing Date"); provided, however, that if the
Prospectus is at any time prior to the First Closing Date recirculated to the
public,





                                      -7-
<PAGE>   8
the First Closing Date shall occur upon the later of the third or fourth, as
the case may be, full business day following the first date that any of the
Common Shares are released by you for sale to the public or the date that is 48
hours after the date that the Prospectus has been so recirculated.

         Delivery of certificates for the Firm Common Shares shall be made by
or on behalf of the Company to you, for the respective accounts of the
Underwriters with respect to the Firm Common Shares to be sold by the Company
against payment by you, for the accounts of the several Underwriters, of the
purchase price therefor by wire transfer of federal funds to an account
designated in writing by the Company.  The certificates for the Firm Common
Shares shall be registered in such names and denominations as you shall have
requested at least two full business days prior to the First Closing Date, and
shall be made available for checking and packaging on the business day
preceding the First Closing Date at a location in New York, New York, as may be
designated by you.  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.

         In addition, on the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company hereby grants an option to the several Underwriters to
purchase up to [245,000] Optional Common Shares; in each case at the purchase
price per share to be paid for the Firm Common Shares, for use solely in
covering any over-allotments made by you for the account of the Underwriters in
the sale and distribution of the Firm Common Shares.  The options granted
hereunder may be exercised at any time (but not more than once) within 30 days
after the first date that any of the Common Shares are released by you for sale
to the public, upon notice by you to the Company setting forth the aggregate
number of Optional Common Shares as to which the Underwriters are exercising
the option, the names and denominations in which the certificates for such
shares are to be registered and the time and place at which such certificates
will be delivered.  Such time of delivery (which may not be earlier than the
First Closing Date), being herein referred to as the "Second Closing Date,"
shall be determined by you, but if at any time other than the First Closing
Date shall not be earlier than three full business days after delivery of such
notice of exercise.  The number of Optional Common Shares to be purchased by
each Underwriter shall be determined by multiplying the aggregate number of
Optional Common Shares to be sold by the Company pursuant to such notice of
exercise by a fraction, the numerator of which is the number of Firm Common
Shares to be purchased by such Underwriter as set forth opposite its name in
Schedule A and the denominator of which is [1,650,000] (subject to such
adjustments to eliminate any fractional share purchases as you in your
discretion may make).  Certificates for the Optional Common Shares will be made
available for checking and packaging on the business day preceding the Second
Closing Date at a location in New York, New York, as may be designated by you.
The manner of payment for and delivery of the Optional Common Shares shall be
the same as for the Firm Common Shares purchased from the Company as specified
in the two preceding paragraphs.  At any time before lapse of the options, you
may cancel both such options by giving written notice of such cancellation to
the Company.  If the options are canceled or expire unexercised in whole or in
part, the Company will deregister under the Act the number of Optional Common
Shares as to which the options has not been exercised.

         You have advised the Company that each Underwriter has authorized you
to accept delivery of its Common Shares, to make payment and to receipt
therefor.  You may (but shall not be obligated to) make payment for any Common
Shares to be purchased by any Underwriter whose funds shall not have been
received by you 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.

         Subject to the terms and conditions hereof, the Underwriters propose
to make a public offering of their respective portions of the Common Shares as
soon after the effective date of the Registration Statement as in the judgment
of the Underwriters is advisable and at the public offering price set forth on
the cover page of and on the terms set forth in the Prospectus.





                                      -8-
<PAGE>   9
                                   SECTION 6

                    COVENANTS OF THE COMPANY AND THE PARENT
                    ---------------------------------------

         The Company and the Parent each covenants and agrees that:

         (a)     The Company and the Parent will each use its best efforts to
cause the Registration Statement and any amendment thereof, if not effective at
the time and date that this Agreement is executed and delivered by the parties
hereto, to become effective.  If the Registration Statement has become or
becomes effective pursuant to Rule 430A of the Rules and Regulations, or the
filing of the Prospectus is otherwise required under Rule 424(b) of the Rules
and Regulations, the Company will file the Prospectus, properly completed,
pursuant to the applicable paragraph of Rule 424(b) of the Rules and
Regulations within the time period prescribed and will provide evidence
satisfactory to you of such timely filing.  The Company will promptly advise
you in writing (i) of the receipt of any comments of the Commission, (ii) of
any request of the Commission for amendment of or supplement to the
Registration Statement (either before or after it becomes effective), any
Preliminary Prospectus or the Prospectus or for additional information, (iii)
when the Registration Statement shall have become effective and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or of the institution of any proceedings for that
purpose.  If the Commission shall enter any such stop order at any time, the
Company will use its best efforts to obtain the lifting of such order at the
earliest possible moment.  The Company will not file any amendment or
supplement to the Registration Statement (either before or after it becomes
effective), any Preliminary Prospectus or the Prospectus of which you have not
been furnished with a copy a reasonable time prior to such filing or to which
you reasonably object or which is not in compliance with the Act and the Rules
and Regulations.

         (b)     The Company will prepare and file with the Commission,
promptly upon your request, a registration statement pursuant to Rule 462(b) of
the Rules and Regulations related to the Common Shares and any amendments or
supplements to the Registration Statement or the Prospectus which in your
judgment may be necessary or advisable to enable the several Underwriters to
continue the distribution of the Common Shares and will use its best efforts to
cause the same to become effective as promptly as possible.  The Company will
fully and completely comply with the provisions of Rule 430A of the Rules and
Regulations with respect to information omitted from the Registration Statement
in reliance upon such Rule.

         (c)     The Company will immediately notify you in writing if, at any
time prior to the earliest of (i) the Second Closing Date on which all
remaining Optional Common Shares are purchased, (ii) the cancellation of the
options to purchase the Optional Common Shares as provided herein and (iii) the
expiration of the options to purchase the Optional Common Shares as provided
herein, any representation or warranty of the Company set forth herein shall
not be true and accurate in all material respects or, without limiting the
foregoing, if there shall have been any material adverse change, or a
development involving a material adverse change, in the condition (financial or
otherwise), properties, business or results of operations of the Company.

         (d)     If at any time within the nine-month period referred to in
Section 10(a)(3) of the Act during which a prospectus relating to the Common
Shares is required to be delivered under the Act any event occurs, as a result
of which the Prospectus, including any amendments or supplements, would include
an untrue statement of a material fact, or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or if it is necessary at any time to amend the Prospectus,
including any amendments or supplements, to comply with the Act or the Rules
and Regulations, the Company will promptly advise you thereof and will promptly
prepare and file with the Commission, at its own expense, an amendment or
supplement which will correct such statement or omission or an amendment or
supplement which will effect such compliance and will use its best efforts to
cause the same to become effective as soon as possible; and, in case any
Underwriter is required to deliver a prospectus after such nine-month period,
the Company upon request, but at the expense of such Underwriter, will promptly
prepare such amendment or amendments to the Registration Statement and such
Prospectus or Prospectuses as may be necessary to permit compliance with the
requirements of Section 10(a)(3) of the Act.

         (e)     As soon as practicable, but not later than 45 days after the
end of the first quarter ending after one year following the "effective date of
the Registration Statement" (as defined in Rule 158(c) of the Rules and
Regulations), the Company will make generally available to its security holders
an earnings statement (which need not be audited) covering a period of 12
consecutive months beginning after the effective date of the Registration
Statement which will satisfy the provisions of the last paragraph of Section
11(a) of the Act.





                                      -9-
<PAGE>   10
         (f)     During such period as a prospectus is required by law to be
delivered in connection with sales by an Underwriter or dealer, the Company, at
its expense, but only for the nine-month period referred to in Section 10(a)
(3) of the Act, will furnish to you or mail to your order copies of the
Registration Statement, the Prospectus, the Preliminary Prospectus and all
amendments and supplements to any such documents in each case as soon as
available and in such quantities as you may request, for the purposes
contemplated by the Act.

         (g)     The Company shall cooperate with you and your counsel in order
to qualify or register the Common Shares for sale under (or obtain exemptions
from the application of) the Blue Sky laws of such jurisdictions as you
designate, will comply with such laws and will continue such qualifications,
registrations and exemptions in effect so long as reasonably required for the
distribution of the Common Shares.  The Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any such jurisdiction where it is not presently qualified or where
it would be subject to taxation as a foreign corporation.  The Company will
advise you promptly of the suspension of the qualification or registration of
(or any such exemption relating to) the Common Shares for offering, sale or
trading in any jurisdiction or any initiation or threat of any proceeding for
any such purpose, and in the event of the issuance of any order suspending such
qualification, registration or exemption, the Company, with your cooperation,
will use its best efforts to obtain the withdrawal thereof.

         (h)     During the period of five years hereafter, the Company will
furnish to the Representatives and, upon the request of the Representatives, to
each of the other Underwriters:  (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, stockholder's equity and cash flows for the year then ended and the
opinion thereon of the Company's independent 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, Report on Form 8-K or other
report filed by the Company with the Commission, the NASD or any securities
exchange; and (iii) as soon as available, copies of any report or communication
of the Company mailed generally to holders of its Common Stock.

         (i)     During the period of 180 days after the first date that any of
the Common Shares are released by you for sale to the public, the Company will
not, without the prior written consent of Montgomery Securities (which consent
may be withheld at the sole discretion of Montgomery Securities), issue, offer,
sell, grant options to purchase or otherwise dispose of any of the Company's
equity securities or any other securities convertible into or exchangeable with
its Common Stock or other equity security, other than pursuant to the Company's
stock plans disclosed in the Prospectus or in connection with the Company's
acquisition of complementary technologies or businesses.

         (j)     The Company will apply the net proceeds of the sale of the
Common Shares sold by it substantially in accordance with its statements under
the caption "Use of Proceeds" in the Prospectus.

         (k)     The Company will use its best efforts to qualify or register
its Class A Common Stock for sale in non-issuer transactions under (or obtain
exemptions from the application of) the Blue Sky laws of the State of
California (and thereby permit market making transactions and secondary trading
in the Company's Class A Common Stock in California), will comply with such
Blue Sky laws and will continue such qualifications, registrations and
exemptions in effect for a period of five years after the date hereof.

         (l)     The Company will maintain a transfer agent and registrar for
its Class A Common Stock.

         You, on behalf of the Underwriters, may, in your sole discretion,
waive in writing the performance by the Company of any one or more of the
foregoing covenants or extend the time for their performance.


                                   SECTION 7

                              PAYMENT OF EXPENSES
                              -------------------

         Whether or not the transactions contemplated hereunder are consummated
or this Agreement becomes effective or is terminated, the Company and, unless
otherwise paid by the Company, the Parent agree to pay in such proportions as
they may





                                      -10-
<PAGE>   11
agree upon among themselves all costs, fees and expenses incurred in connection
with the performance of their obligations hereunder and in connection with the
transactions contemplated hereby, including without limiting the generality of
the foregoing, (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 Class A Common Stock, (iii)
all necessary issue, transfer and other stamp taxes in connection with the
issuance and sale of the Common Shares to the Underwriters, (iv) all fees and
expenses of the Company's counsel and the Company's independent accountants,
(v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Registration Statement, each
Preliminary Prospectus and the Prospectus (including all exhibits and financial
statements) and all amendments and supplements provided for herein, any
registration statement filed pursuant to Rule 462(b) of the Rules and
Regulations related to the Common Shares, this Agreement, the Agreement Among
Underwriters, the Selected Dealers Agreement, the Underwriters' Questionnaire,
the Underwriters' Power of Attorney and the Blue Sky memorandum, (vi) all
filing fees, attorneys' fees and expenses incurred by the Company or the
Underwriters in connection with qualifying or registering (or obtaining
exemptions from the qualification or registration of) all or any part of the
Common Shares for offer and sale under state Blue Sky and foreign securities
laws, (vii) all filing fees of the National Association of Securities Dealers,
Inc. and (viii) all other fees, costs and expenses referred to in Item 13 of
the Registration Statement.  The Underwriters may deem the Company to be the
primary obligor with respect to all costs, fees and expenses to be paid by the
Company and by the Parent.  Except as provided in this Section 7, Section 9 and
Section 11 hereof, the Underwriters shall pay all of their own expenses,
including the fees and disbursements of their counsel (excluding those relating
to qualification, registration or exemption under state Blue Sky and foreign
securities laws and the Blue Sky memorandum referred to above).  This Section 7
shall not affect any agreements relating to the payment of expenses between the
Company and the Parent.

         The Company and the Parent will pay (directly or by reimbursement) all
fees and expenses incident to the performance of their obligations under this
Agreement which are not otherwise specifically provided for herein, including
but not limited to any fees and expenses of counsel for the Parent.


                                   SECTION 8

               CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS
               -------------------------------------------------

         The obligations of the several Underwriters to purchase and pay for
the Firm Common Shares on the First Closing Date and the Optional Common Shares
on the Second Closing Date shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Parent herein
set forth as of the date hereof and as of the First Closing Date or the Second
Closing Date, as the case may be, to the accuracy of the statements of Company
officers and the Parent made pursuant to the provisions hereof, to the
performance by the Company and the Parent of their respective obligations
hereunder, and to the following additional conditions:

         (a)     The Registration Statement shall have become effective not
later than 5:00 p.m.(or, in the case of a registration statement filed pursuant
to Rule 462(b) of the Rules and Regulations relating to the Common Shares, not
later than 10:00 p.m.), Washington, D.C. Time, on the date of this Agreement,
or at such later time as shall have been consented to by you; if the filing of
the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b)
of the Rules and Regulations, the Prospectus shall have been filed in the
manner and within the time period required by Rule 424(b) of the Rules and
Regulations; and prior to such Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or shall be pending or,
to the knowledge of the Company, the Parent or you, shall be contemplated by
the Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement, or otherwise, shall have been
complied with to your satisfaction.

         (b)     You shall be satisfied that since the respective dates as of
which information is given in the Registration Statement and Prospectus, (i)
except as disclosed in the Prospectus, there shall not have been any change in
the capital stock or any material change in the indebtedness (other than in the
ordinary course of business) of the Company, (ii) except as set forth or
contemplated by the Registration Statement or the Prospectus, no material
verbal or written agreement or other transaction shall have been entered into
by the Company, which is not in the ordinary course of business, (iii) no loss
or damage (whether or not insured) to the property of the Company shall have
been sustained which materially and adversely affects the condition





                                      -11-
<PAGE>   12
(financial or otherwise), business or results of operations of the Company,
(iv) no legal or governmental action, suit or proceeding affecting the Company
which is material to the Company or which affects or could reasonably be
expected to affect the transactions contemplated by this Agreement shall have
been instituted or threatened and (v) there shall not have been any material
change in the condition (financial or otherwise), business, management or
results of operations of the Company which makes it impractical or inadvisable
in the reasonable judgments of the Representatives to proceed with the public
offering or purchase the Common Shares as contemplated hereby.

         (c)     There shall have been furnished to you on each Closing Date,
in form and substance satisfactory to you, except as otherwise expressly
provided below:

                          (i)     An opinion of Brobeck, Phleger & Harrison,
         counsel for the Company and the Parent, addressed to the Underwriters
         and dated the First Closing Date or the Second Closing Date, as the
         case may be, in the form attached as Exhibit I hereto.

                          (ii)    Such opinion or opinions of Wilson Sonsini
         Goodrich & Rosati, P.C., counsel for the Underwriters dated the First
         Closing Date or the Second Closing Date, as the case may be, with
         respect to the incorporation of the Company, the sufficiency of all
         corporate proceedings and other legal matters relating to this
         Agreement, the validity of the Common Shares, the Registration
         Statement and the Prospectus and other related matters as you may
         reasonably require, and the Company and the Parent shall have
         furnished to such counsel such documents and shall have exhibited to
         them such papers and records as they may reasonably request for the
         purpose of enabling them to pass upon such matters.  In connection
         with such opinions, such counsel may rely on representations or
         certificates of officers of the Company and governmental officials.

                          (iii)   A certificate of the Company executed by the
         Chairman of the Board or President and the chief financial or
         accounting officer of the Company, dated the First Closing Date or the
         Second Closing Date, as the case may be, to the effect that:

                                  (1)      The representations and warranties
                 of the Company set forth in Section 2 of this Agreement are
                 true and correct as of the date of this Agreement 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 on or prior to such Closing Date;

                                  (2)      The Commission has not issued any
                 order preventing or suspending the use of the Prospectus or
                 any Preliminary Prospectus filed as a part of the Registration
                 Statement or any amendment thereto; no stop order suspending
                 the effectiveness of the Registration Statement has been
                 issued; and to the best of the knowledge of the respective
                 signers, no proceedings for that purpose have been instituted
                 or are pending or contemplated under the Act;

                                  (3)      Each of the respective signers of
                 the certificate has carefully examined the Registration
                 Statement and the Prospectus; in his or her opinion and to the
                 best of his or her knowledge, the Registration Statement and
                 the Prospectus and any amendments or supplements thereto
                 contain all statements required to be stated therein regarding
                 the Company; and neither the Registration Statement nor the
                 Prospectus nor any amendment or supplement thereto includes
                 any untrue statement of a material fact or omits to state any
                 material fact required to be stated therein or necessary to
                 make the statements therein not misleading;

                                  (4)      Since the initial date on which the
                 Registration Statement was filed, no agreement, written or
                 oral, transaction or event has occurred which should have been
                 set forth in an amendment to the Registration Statement or in
                 a supplement to or amendment of any prospectus which has not
                 been disclosed in such a supplement or amendment;

                                  (5)      Since the respective dates as of
                 which information is given in the Registration Statement and
                 the Prospectus, and except as disclosed in the Prospectus,
                 there has not been any material adverse change or a
                 development involving a material adverse change in the
                 condition (financial or otherwise),





                                      -12-
<PAGE>   13
                 business, properties, results of operations or management of
                 the Company; and there has been no legal or governmental
                 action, suit or proceeding is pending or, to such person's
                 knowledge, threatened against the Company which is material to
                 the Company, whether or not arising from transactions in the
                 ordinary course of business, or which could reasonably be
                 expected to adversely affect the transactions contemplated by
                 this Agreement; since such dates the Company has not entered
                 into any verbal or written agreement or other transaction
                 which is not in the ordinary course of business or incurred
                 any material liability or obligation, direct, contingent or
                 indirect which is not in the ordinary course of business, made
                 any change in its capital stock, made any material change in
                 its short-term debt or funded debt or repurchased or otherwise
                 acquired any of the Company's capital stock; and the Company
                 has not declared or paid any dividend, or made any other
                 distribution, upon its outstanding capital stock payable to
                 stockholders of record on a date prior to the First Closing
                 Date or Second Closing Date; and

                                  (6)      Since the respective dates as of
                 which information is given in the Registration Statement and
                 the Prospectus, the Company has not sustained a material loss
                 or damage by strike, fire, flood, windstorm, accident or other
                 calamity (whether or not insured).

                                  (iv)     A certificate of the Parent executed
         by the Chairman of the Board or President and the chief financial or
         accounting officer of the Parent, dated the First Closing Date or the
         Second Closing Date, as the case may be, to the effect that:

                                  (1)      The representations and warranties
                 of the Parent set forth in Section 2 of this Agreement are
                 true and correct as of the date of this Agreement 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 on or prior to such Closing Date;

                                  (2)      The Commission has not issued any
                 order preventing or suspending the use of the Prospectus or
                 any Preliminary Prospectus filed as a part of the Registration
                 Statement or any amendment thereto; no stop order suspending
                 the effectiveness of the Registration Statement has been
                 issued; and to the best of the knowledge of the respective
                 signers, no proceedings for that purpose have been instituted
                 or are pending or contemplated under the Act;

                                  (3)      Each of the respective signers of
                 the certificate has carefully examined the Registration
                 Statement and the Prospectus; in his or her opinion and to the
                 best of his or her knowledge, the Registration Statement and
                 the Prospectus and any amendments or supplements thereto
                 contain all statements required to be stated therein regarding
                 the Company; and neither the Registration Statement nor the
                 Prospectus nor any amendment or supplement thereto includes
                 any untrue statement of a material fact or omits to state any
                 material fact required to be stated therein or necessary to
                 make the statements therein not misleading;

                                  (4)      Since the initial date on which the
                 Registration Statement was filed, no agreement, written or
                 oral, transaction or event has occurred which should have been
                 set forth in an amendment to the Registration Statement or in
                 a supplement to or amendment of any prospectus which has not
                 been disclosed in such a supplement or amendment;

                                  (5)      Since the respective dates as of
                 which information is given in the Registration Statement and
                 the Prospectus, and except as disclosed in the Prospectus,
                 there has not been any material adverse change or a
                 development involving a material adverse change in the
                 condition (financial or otherwise), business, properties,
                 results of operations or management of the Company; and there
                 has been no legal or governmental action, suit or proceeding
                 is pending or, to such person's knowledge, threatened against
                 the Company which is material to the Company, whether or not
                 arising from transactions in the ordinary course of business,
                 or which could reasonably be expected to adversely affect the
                 transactions contemplated by this Agreement; since such dates
                 the Company has not entered into any verbal or written
                 agreement or other transaction which is not in the ordinary
                 course of business or incurred any material liability or
                 obligation, direct, contingent or indirect which is not in the
                 ordinary course of business, made any change in its capital





                                      -13-
<PAGE>   14
                 stock, made any material change in its short-term debt or
                 funded debt or repurchased or otherwise acquired any of the
                 Company's capital stock; and the Company has not declared or
                 paid any dividend, or made any other distribution, upon its
                 outstanding capital stock payable to stockholders of record on
                 a date prior to the First Closing Date or Second Closing Date;
                 and

                                  (6)      Since the respective dates as of
                 which information is given in the Registration Statement and
                 the Prospectus, the Company has not sustained a material loss
                 or damage by strike, fire, flood, windstorm, accident or other
                 calamity (whether or not insured).

                          (v)     On the date before this Agreement is executed
         and also on the First Closing Date and the Second Closing Date, a
         letter addressed to you from Ernst & Young LLP, independent
         accountants, the first one to be dated the day before the date of this
         Agreement, the second one to be dated the First Closing Date and the
         third one (in the event of a Second Closing) to be dated the Second
         Closing Date, in form and substance satisfactory to you.

                          (vi)    On or before the First Closing Date, letters
         from the Parent and each director and executive officer of the
         Company, in form and substance satisfactory to you, confirming that
         for a period of 180 days after the first date that any of the Common
         Shares are released by you for sale to the public, such person or
         entity will not directly or indirectly sell or offer to sell or
         otherwise dispose of any shares of  Common Stock or any right to
         acquire any such shares without the prior written consent of
         Montgomery Securities, which consent may be withheld at the sole
         discretion of Montgomery Securities.

         All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are satisfactory to you and
to Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Underwriters.  The
Company and Parent shall furnish you with such manually signed or conformed
copies of such opinions, certificates, letters and documents as you request.
Any certificate signed by any officer of the Company or Parent (as the case may
be) and delivered to the Underwriters or to counsel for the Underwriters shall
be deemed to be a representation and warranty by the Company or Parent (as the
case may be) to the Underwriters as to the statements made therein.

         If any condition to the Underwriters' obligations hereunder to be
satisfied prior to or at the First Closing Date is not so satisfied, this
Agreement at your election will terminate upon notification by you to the
Company and the Parent without liability on the part of any Underwriter or the
Company or the Parent except for the expenses to be paid or reimbursed by the
Company and by the Parent pursuant to Sections 7 and 9 hereof and except to the
extent provided in Section 11 hereof.


                                   SECTION 9

                    REIMBURSEMENT OF UNDERWRITERS' EXPENSES
                    ---------------------------------------

         Notwithstanding any other provisions hereof, if this Agreement shall
be terminated by you pursuant to Section 8, or if the sale to the Underwriters
of the Common Shares at the First Closing is not consummated because of any
refusal, inability or failure on the part of the Company or the Parent to
perform any agreement herein or to comply with any provision hereof, the
Company agrees to reimburse you and the other Underwriters upon demand for all
out-of-pocket expenses that shall have been reasonably incurred by you and them
in connection with the proposed purchase and the sale of the Common Shares,
including but not limited to fees and disbursements of counsel, printing
expenses, travel expenses, postage, telegraph charges and telephone charges
relating directly to the offering contemplated by the Prospectus.  Any such
termination shall be without liability of any party to any other party except
that the provisions of this Section, Section 7 and Section 11 shall at all
times be effective and shall apply.





                                      -14-
<PAGE>   15
                                   SECTION 10

                    EFFECTIVENESS OF REGISTRATION STATEMENT
                    ---------------------------------------

         You, the Company and the Parent will use your, its and their best
efforts to cause the Registration Statement to become effective, to prevent the
issuance of any stop order suspending the effectiveness of the Registration
Statement and, if such stop order be issued, to obtain as soon as possible the
lifting thereof.


                                   SECTION 11

                                INDEMNIFICATION
                                ---------------

         (a)     The Company and the Parent, jointly and severally, agree to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of the Act against any losses,
claims, damages, liabilities or expenses, joint or several, to which such
Underwriter or such controlling person may become subject, under the Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or other
federal or state statutory law or regulation, or at common law or otherwise
(including in settlement of any litigation, if such settlement is effected with
the written consent of the Company), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state in any of
them a material fact required to be stated therein or necessary to make the
statements in any of them not misleading, or arise out of or are based in whole
or in part on any inaccuracy in the representations and warranties of the
Company or the Parent contained herein or any failure of the Company or the
Parent to perform their respective obligations hereunder or under law; and will
reimburse each Underwriter and each such controlling person for any legal and
other expenses 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 (i) neither the Company nor the Parent will be
liable in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto in reliance upon and in conformity with the
information furnished to the Company pursuant to Section 4 hereof and (ii) with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any Preliminary Prospectus, the indemnity agreement contained
in this subsection (a) shall not inure to the benefit of any Underwriter from
whom the person asserting any such loss, claim, damage or liability purchased
Common Shares to the extent that any such loss, claim, damage or liability of
such Underwriter results from the fact that a copy of the Prospectus was not
sent or given to such person at or prior to the written confirmation of the
sale of such Shares to such person as required by the Act, provided the untrue
statement or omission concerned has been corrected in the Prospectus, unless
such failure is the result of noncompliance by the Company with Section 6(e)
hereof.  The Company and the Parent may agree, as among themselves and without
limiting the rights of the Underwriters under this Agreement, as to their
respective amounts of such liability for which they each shall be responsible.
In addition to their other obligations, under this Section 11(a), the Company
and the Parent agree that, as an interim measure during the pendency of any
claim, action, investigation, inquiry or other proceeding arising out of or
based upon any statement or omission, or any alleged statement or omission, or
any inaccuracy in the representations and warranties of the Company or the
Parent herein or failure to perform their obligations hereunder, all as
described in this Section 11(a), they will reimburse each Underwriter on a
monthly basis for all reasonable legal or other expenses incurred in connection
with investigating or defending any such claim, action, investigation, inquiry
or other proceeding, notwithstanding the absence of a judicial determination as
to the propriety and enforceability of the Company's or the Parent's obligation
to reimburse each Underwriter for such expenses and the possibility that such
payments might later be held to have been improper by a court of competent
jurisdiction.  To the extent that any such interim reimbursement payment is so
held to have been improper, each Underwriter shall promptly return it to the
Company and the Parent together with interest, compounded daily, determined on
the basis of the prime rate (or other commercial lending rate for borrowers of
the highest credit standing) announced from time to time by Bank of America
NT&SA, San Francisco, California (the "Prime Rate").  Any such interim
reimbursement payments which are not made to an Underwriter within 30 days of a
request for reimbursement, shall bear interest at the Prime Rate from the date
of such request.  This indemnity agreement will be in addition to any liability
which the Company or the Parent may otherwise have.





                                      -15-
<PAGE>   16
         (b)     Each Underwriter will severally indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement, the Parent and each person, if any, who controls the
Company or the Parent within the meaning of the Act ("controlling person"),
against any losses, claims, damages, liabilities or expenses to which the
Company, or any such director, officer, the Parent or controlling person may
become subject, under the 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 losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein 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 the information furnished to the Company pursuant to Section 4
hereof; and will reimburse the Company, or any such director, officer, the
Parent or controlling person for any legal and other expense reasonably
incurred by the Company, or any such director, officer, the Parent or
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that no Underwriter shall be required to contribute
any amount in excess of the amount of the total underwriting commissions
received by such Underwriter in connection with the Common Shares underwritten
by it and distributed to the public.  In addition to its other obligations
under this Section 11(b), each Underwriter severally agrees that, as an interim
measure during the pendency of any claim, action, investigation, inquiry or
other proceeding arising out of or based upon any statement or omission, or any
alleged statement or omission, described in this Section 11(b) which relates to
information furnished to the Company pursuant to Section 4 hereof, it will
reimburse the Company (and, to the extent applicable, each officer, director,
the Parent or controlling person) on a quarterly basis for all reasonable legal
or other expenses incurred in connection with investigating or defending any
such claim, action, investigation, inquiry or other proceeding, notwithstanding
the absence of a judicial determination as to the propriety and enforceability
of the Underwriters' obligation to reimburse the Company (and, to the extent
applicable, each officer, director, the Parent or controlling person) for such
expenses and the possibility that such payments might later be held to have
been improper by a court of competent jurisdiction.  To the extent that any
such interim reimbursement payment is so held to have been improper, the
Company (and, to the extent applicable, each officer, director, the Parent or
controlling person) shall promptly return it to the Underwriters together with
interest, compounded daily, determined on the basis of the Prime Rate.  Any
such interim reimbursement payments which are not made to the Company within 30
days of a request for reimbursement, shall bear interest at the Prime Rate from
the date of such request.  This indemnity agreement will be in addition to any
liability which such Underwriter may otherwise have.

         (c)     Promptly after receipt by an indemnified party under this
Section 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, 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 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 may wish, jointly with all other indemnifying
parties similarly notified, 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 there may be a conflict between the positions of the indemnifying party
and the indemnified party in conducting the defense of any such action or that
there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to assume such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties.  Upon
receipt of notice from the indemnifying party to such indemnified party of its
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 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 such counsel in
connection with the assumption of legal defenses 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, approved by the Representatives in the case of paragraph (a),
representing the





                                      -16-
<PAGE>   17
indemnified parties who are parties to such action) or (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, in each of which cases the fees and
expenses of counsel shall be at the expense of the indemnifying party.

         (d)     If the indemnification provided for in this Section 11 is
required by its terms but is for any reason held to be unavailable to or
otherwise insufficient to hold harmless an indemnified party under paragraphs
(a), (b) or (c) in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of any losses, claims, damages, liabilities or expenses referred to herein (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company, the Parent and the Underwriters from the offering of the Common
Shares or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the Company, the Parent and the Underwriters in connection with the
statements or omissions or inaccuracies in the representations and warranties
herein which resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations.  The respective
relative benefits received by the Company, the Parent and the Underwriters
shall be deemed to be in the same proportion, in the case of the Company and
the Parent as the total price paid to the Company and to the Parent,
respectively, for the Common Shares sold by them to the Underwriters (plus, in
the case of Parent, the amount of proceeds received by the Company which are
paid to the Parent for repayment of indebtedness) (net of underwriting
commissions but before deducting expenses), and in the case of the Underwriters
as the underwriting commissions received by them bears to the total of such
amounts paid to the Company and to the Parent and received by the Underwriters
as underwriting commissions.  The relative fault of the Company, the Parent and
the Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact or the inaccurate or the
alleged inaccurate representation and/or warranty relates to information
supplied by the Company, the Parent or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
subparagraph (c) of this Section 11, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.  The provisions set forth in subparagraph (c) of this
Section 11 with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this subparagraph (d); provided,
however, that no additional notice shall be required with respect to any action
for which notice has been given under subparagraph (c) for purposes of
indemnification.  The Company, the Parent and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 11
were determined solely by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  Notwithstanding the provisions of this
Section 11, no Underwriter shall be required to contribute any amount in excess
of the amount of the total underwriting commissions received by such
Underwriter in connection with the Common Shares underwritten by it and
distributed to the public.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Underwriters' obligations to contribute pursuant to
this Section 11 are several in proportion to their respective underwriting
commitments and not joint.

         (e)     It is agreed that any controversy arising out of the operation
of the interim reimbursement arrangements set forth in Sections 11(a) and 11(b)
hereof, including the amounts of any requested reimbursement payments and the
method of determining such amounts, shall be settled by arbitration conducted
under the provisions of the Constitution and Rules of the Board of Governors of
the New York Stock Exchange, Inc. or pursuant to the Code of Arbitration
Procedure of the NASD.  Any such arbitration must be commenced by service of a
written demand for arbitration or written notice of intention to arbitrate,
therein electing the arbitration tribunal.  In the event the party demanding
arbitration does not make such designation of an arbitration tribunal in such
demand or notice, then the party responding to said demand or notice is
authorized to do so.  Such an arbitration would be limited to the operation of
the interim reimbursement provisions contained in Sections 11(a) and 11(b)
hereof and would not resolve the ultimate propriety or enforceability of the
obligation to reimburse expenses which is created by the provisions of such
Sections 11(a) and 11(b) hereof.





                                      -17-
<PAGE>   18
                                   SECTION 12

                            DEFAULT OF UNDERWRITERS
                            -----------------------

         It shall be a condition to this Agreement and the obligation of the
Company and the Parent to sell and deliver the Common Shares hereunder, and of
each Underwriter to purchase the Common Shares in the manner as described
herein, that, except as hereinafter in this paragraph provided, each of the
Underwriters shall purchase and pay for all the Common Shares agreed to be
purchased by such Underwriter hereunder upon tender to the Underwriters of all
such shares in accordance with the terms hereof.  If any Underwriter or
Underwriters default in their obligations to purchase Common Shares hereunder
on either the First or Second Closing Date and the aggregate number of Common
Shares which such defaulting Underwriter or Underwriters agreed but failed to
purchase on such Closing Date does not exceed 10% of the total number of Common
Shares which the Underwriters are obligated to purchase on such Closing Date,
the non-defaulting Underwriters shall be obligated severally, in proportion to
their respective commitments hereunder, to purchase the Common Shares which
such defaulting Underwriters agreed but failed to purchase on such Closing
Date.  If any Underwriter or Underwriters so default and the aggregate number
of Common Shares with respect to which such default occurs is more than the
above percentage and arrangements satisfactory to the Underwriters and the
Company for the purchase of such Common Shares by other persons ore not made
within 48 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company or the
Parent except for the expenses to be paid by the Company and the Parent
pursuant to Section 7 hereof and except to the extent provided in Section 11
hereof.

         In the event that Common Shares to which a default relates are to be
purchased by the non-defaulting Underwriters or by another party or parties,
the Underwriters or the Company shall have the right to postpone the First or
Second Closing Date, as the case may be, for not more than five business days
in order that the necessary changes in the Registration Statement, Prospectus
and any other documents, as well as any other arrangements, may be effected.
As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section.  Nothing herein will relieve
a defaulting Underwriter from liability for its default.


                                   SECTION 13

                                 EFFECTIVE DATE
                                 --------------

         This Agreement shall become effective immediately as to Sections 7, 9,
11, 14 and 15 and, as to all other provisions, (i) if, at the time of execution
of this Agreement, the Registration Statement has not become effective, at 2:00
P.M., California time, on the first full business day following the
effectiveness of the Registration Statement, or (ii) if, at the time of
execution of this Agreement, the Registration Statement has been declared
effective, at 2:00 P.M., California time, on the first full business day
following the date of execution of this Agreement; but this Agreement shall
nevertheless become effective at such earlier time after the Registration
Statement becomes effective as you may determine on and by notice to the
Company or by release of any of the Common Shares for sale to the public.  For
the purposes of this Section 13, the Common Shares shall be deemed to have been
so released upon the release for publication of any newspaper advertisement
relating to the Common Shares or upon the release by you of telegrams (i)
advising Underwriters that the Common Shares are released for public offering,
or (ii) offering the Common Shares for sale to securities dealers, whichever
may occur first.





                                      -18-
<PAGE>   19
                                   SECTION 14

                                  TERMINATION
                                  -----------

         Without limiting the right to terminate this Agreement pursuant to any
other provision hereof:

         (a)     This Agreement may be terminated by the Company by notice to
you and the Parent or by you by notice to the Company and the Parent at any
time prior to the time this Agreement shall become effective as to all its
provisions, and any such termination shall be without liability on the part of
the Company or the Parent to any Underwriter (except for the expenses to be
paid or reimbursed by the Company and the Parent pursuant to Sections 7 and 9
hereof and except to the extent provided in Section 11 hereof) or of any
Underwriter to the Company or the Parent (except to the extent provided in
Section 11 hereof).

         (b)     This Agreement may also be terminated by you prior to the
First Closing Date by notice to the Company (i) if additional material
governmental restrictions, not in force and effect on the date hereof, shall
have been imposed upon trading in securities generally or minimum or maximum
prices shall have been generally established on the New York Stock Exchange or
on the American Stock Exchange or in the over the counter market by the NASD,
or trading in securities generally shall have been suspended on either such
Exchange or in the over the counter market by the NASD, or a general banking
moratorium shall have been established by federal, New York or California
authorities, (ii) if an outbreak of major hostilities or other national or
international calamity or any substantial change in political, financial or
economic conditions shall have occurred or shall have accelerated or escalated
to such an extent, as, in the judgment of the Underwriters, to affect adversely
the marketability of the Common Shares, (iii) if any adverse event shall have
occurred or shall exist which makes untrue or incorrect in any material respect
any statement or information contained in the Registration Statement or
Prospectus or which is not reflected in the Registration Statement or
Prospectus but should be reflected therein in order to make the statements or
information contained therein not misleading in any material respect, or (iv)
if there shall be any action, suit or proceeding pending or threatened, or
there shall have been any development or prospective development involving
particularly the business or properties or securities of the Company or the
transactions contemplated by this Agreement, which, in the reasonable judgment
of the Underwriters, may materially and adversely affect the Company's business
or earnings and makes it impracticable or inadvisable to offer or sell the
Common Shares. Any termination pursuant to this subsection (b) shall be without
liability on the part of any Underwriter to the Company or the Parent or on the
part of the Company or the Parent to any Underwriter (except for expenses to be
paid or reimbursed by the Company and the Parent pursuant to Sections 7 and 9
hereof and except to the extent provided in Section 11 hereof).

         (c)     This Agreement shall also terminate at 5:00 P.M., California
Time, on the tenth full business day after the Registration Statement shall
have become effective if the initial public offering price of the Common Shares
shall not then as yet have been determined as provided in Section 5 hereof.
Any termination pursuant to this subsection (c) shall be without liability on
the part of any Underwriter to the Company or the Parent or on the part of the
Company or the Parent to any Underwriter (except for expenses to be paid or
reimbursed by the Company and the Parent pursuant to Sections 7 and 9 hereof
and except to the extent provided in Section 11 hereof).


                                   SECTION 15

              REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY
              ---------------------------------------------------

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





                                      -19-
<PAGE>   20
                                   SECTION 16

                                    NOTICES
                                    -------

         All communications hereunder shall be in writing and, if sent to the
Underwriters shall be mailed, delivered or telegraphed and confirmed to you at
600 Montgomery Street, San Francisco, California 94111, Attention:  Patrick
Arrington, with a copy to Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill
Road, Palo Alto, California 94304, Attention: Howard S. Zeprun, Esq.; and if
sent to (i) the Company shall be mailed, delivered or telegraphed and confirmed
to the Company at 1515 South Manchester Avenue, Anaheim, California 92802-2907,
Attention:  Kevin Daly or (ii) the Parent shall be mailed, delivered or
telegraphed and confirmed to the Parent at 1515 South Manchester Avenue,
Anaheim, California 92802-2907, Attention: Joel Slutzky, in either instance
with a copy to Pat Arrington, Brobeck Phleger & Harrison LLP, 4675 MacArthur
Court, Suite 1000, Newport Beach, California 92660-1846.  The Company, the
Parent or you may change the address for receipt of communications hereunder by
giving notice to the others.


                                   SECTION 17

                                   SUCCESSORS
                                   ----------

         This Agreement will inure to the benefit of and be binding upon the
parties hereto, including any substitute Underwriters pursuant to Section 12
hereof, and to the benefit of the officers and directors and controlling
persons referred to in Section 11, and in each case their respective
successors, personal representatives and assigns, and no other person will have
any right or obligation hereunder.  No such assignment shall relieve any party
of its obligations hereunder.  The term "successors" shall not include any
purchaser of the Common Shares as such from any of the Underwriters merely by
reason of such purchase.


                                   SECTION 18

                            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 19

                                 APPLICABLE LAW
                                 --------------

         This Agreement shall be governed by and construed in accordance with
the internal laws (and not the laws pertaining to conflicts of laws) of the
State of California.


                                   SECTION 20

                                    GENERAL
                                    -------

         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 several counterparts, each one of
which shall be an original, and all of which shall constitute one and the same
document.





                                      -20-
<PAGE>   21
         In this Agreement, the masculine, feminine and neuter genders and the
singular and the plural include one another.  The section headings in this
Agreement are for the convenience of the parties only and will not affect the
construction or interpretation of this Agreement.  This Agreement may be
amended or modified, and the observance of any term of this Agreement may be
waived, only by a writing signed by the Company, the Parent and you.





                                      -21-
<PAGE>   22
         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed copies hereof, whereupon
it will become a binding agreement among the Company, the Parent and the
several Underwriters including you, all in accordance with its terms.

                                        Very truly yours,

                                        ATL PRODUCTS, INC.


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



                                        ODETICS, INC.


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

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

MONTGOMERY SECURITIES
CRUTTENDEN ROTH INCORPORATED

BY:  MONTGOMERY SECURITIES


By: 
    ------------------------------------

Title: 
       ---------------------------------





                                      -22-
<PAGE>   23
                                   SCHEDULE A

<TABLE>
<CAPTION>

                                                                  Number of Firm
                                                                   Common Shares
             Name of Underwriter                                  to be Purchased
 ------------------------------------------------          -----------------------------
 <S>                                                       <C>
 Montgomery Securities . . . . . . . . . . . . . 





                                                                                                        
                                                                  -----------
                     TOTAL  . . . . . . . . . . .                 [1,650,000]
                                                                  ===========
</TABLE>





                                      B-1
<PAGE>   24
                                   EXHIBIT I

                 FORM OF OPINION OF BROBECK, PHLEGER & HARRISON





                                      B-2