<PAGE>
 
                                                                     Exhibit 1.1
                                                                                

================================================================================

                          MERKERT AMERICAN CORPORATION

                            (a Delaware corporation)


                        4,400,000 Shares of Common Stock

                                   [FORM OF]

                             UNDERWRITING AGREEMENT







Dated: December __, 1998

================================================================================
<PAGE>
 
                               TABLE OF CONTENTS
                                                                            Page

<TABLE>

<S>            <C>                                                             <C>
UNDERWRITING AGREEMENT.......................................................   1
 
SECTION 1.     Representations and Warranties................................   3
 
     (a)       Representations and Warranties by the Company.................   3
 
              (i)     Compliance with Registration Requirements..............   3
              (ii)    Independent Accountants................................   4
              (iii)   Financial Statements...................................   4
              (iv)    No Material Adverse Change in Business.................   5
              (v)     Good Standing of the Company...........................   5
              (vi)    Good Standing of Subsidiaries..........................   5
              (vii)   Capitalization.........................................   6
              (viii)  Authorization of Agreement.............................   6
              (ix)    Authorization and Description of Securities............   6
              (x)     Absence of Defaults and Conflicts......................   6
              (xi)    Absence of Labor Dispute...............................   7
              (xii)   Absence of Proceedings.................................   7
              (xiii)  Accuracy of Exhibits...................................   8
              (xiv)   Possession of Intellectual Property....................   8
              (xv)    Absence of Further Requirements........................   8
              (xvi)   Possession of Licenses and Permits.....................   8
              (xvii)  Title to Property......................................   9
              (xviii) Investment Company Act.................................   9
              (xix)   Environmental Laws.....................................   9
              (xx)    Registration Rights....................................  10
              (xxi)   Tax Law Compliance.....................................  10
              (xxii)  The Combination........................................  10
              (xxiii) Combination Agreements.................................  11
              (xxv)   NASD Compliance........................................  11
              (xxvi)  ERISA Compliance.......................................  12
 
     (b)      Officer's Certificates.........................................  12
</TABLE> 

                                       i
<PAGE>
 
<TABLE>
                                                                              Page


<S>            <C>                                                             <C>
 
SECTION 2.     Sale and Delivery to Underwriters; Closing....................  12
 
     (a)       Initial Securities............................................  12
     (b)       Option Securities.............................................  12
     (c)       Payment.......................................................  13
     (d)       Denominations; Registration...................................  14
 
SECTION 3.     Covenants of the Company......................................  14
 
     (a)       Compliance with Securities Regulations and 
               Commission Requests...........................................  14
     (b)       Filing of Amendments..........................................  14
     (c)       Delivery of Registration Statements...........................  14
     (d)       Delivery of Prospectus........................................  15
     (e)       Continued Compliance with Securities Laws.....................  15
     (f)       Rule 158......................................................  15
     (g)       Use of Proceeds...............................................  16
     (h)       Listing.......................................................  16
     (i)       Restriction on Sale of Securities.............................  16
     (j)       Reporting Requirements........................................  16
     (k)       Compliance with NASD Rules....................................  16
     (l)       The Combination...............................................  17
     (m)       Blue Sky Qualifications.......................................  17
 
SECTION 4.     Payment of Expenses...........................................  17
 
     (a)       Expenses......................................................  17
     (b)       Termination of Agreement......................................  18
 
SECTION 5.     Conditions of  Underwriters' Obligations......................  18
 
     (a)       Effectiveness of Registration Statement.......................  18
     (b)       Opinion of Counsel for Company................................  19
     (c)       Opinion of Counsel for  Underwriters..........................  19
     (d)       Officers' Certificates........................................  19
     (e)       Accountants' Comfort Letter...................................  20
     (f)       Bring-down Comfort Letter.....................................  20
     (g)       Approval of Listing...........................................  20
     (h)       No Objection..................................................  20
     (i)       Lock-up Agreements............................................  20
</TABLE> 

                                       ii
<PAGE>
 
<TABLE>
                                                                             Page


<S>            <C>                                                             <C>
     (j)       The Combination...............................................  20
     (k)       The Joinder Agreement.........................................  21
     (l)       Conditions to Purchase of Option Securities...................  21
     (m)       Additional Documents..........................................  22
     (n)       Termination of Agreement......................................  22
 
SECTION 6.     Indemnification...............................................  22
 
     (a)       Indemnification of Underwriters...............................  22
     (d)       Indemnification for Reserved Securities.......................  24
 
SECTION 7.     Contribution..................................................  24
 
SECTION 8.     Representations, Warranties and Agreements to 
               Survive Delivery .............................................  26
 
SECTION 9.     Termination of Agreement......................................  26
 
     (a)       Termination; General..........................................  26
     (b)       Liabilities...................................................  26
 
SECTION 10.    Default by One or More of the Underwriters....................  27
 
SECTION 11.    Notices.......................................................  27
 
SECTION 12.    Parties.......................................................  28
 
SECTION 13.    GOVERNING LAW AND TIME........................................  28
 
SECTION 14.    Effect of Headings............................................  28
</TABLE>

                                      iii
<PAGE>
 
SCHEDULES
 
     Schedule  A - List of Underwriters                               Sch A-1
     Schedule  B - Pricing Information                                Sch B-1
     Schedule  C - List of Persons and Entities Subject to Lock-up    Sch C-1
 
EXHIBITS
 
     Exhibit A - Form of Opinion of Company's Counsel                 A-1
     Exhibit B - Form of Lock-up Letter                               B-1
 
ANNEXES
 
     Annex  A - Form of Accountants' Comfort Letter                   Annex A-1
     Annex  B - Form of Joinder Agreement                             Annex B-1

                                       iv
<PAGE>
 
                          MERKERT AMERICAN CORPORATION
                            (a Delaware corporation)

                        4,400,000 Shares of Common Stock
                           (Par Value $.01 Per Share)

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

                                                               December __, 1998
Wheat First Union, a division of
   Wheat First Securities, Inc.
Cleary Gull Reiland & McDevitt Inc.
Scott & Stringfellow, Inc.
  as Representatives of the several Underwriters
c/o  Wheat First Union
Riverfront Plaza
901 East Byrd Street
Richmond, Virginia 23219

Ladies and Gentlemen:

     Merkert American Corporation, a Delaware corporation, formerly known as
Monroe, Inc. (the "Company"), confirms its agreement with Wheat First Union, a
division of Wheat First Securities, Inc. ("Wheat First Union"), and each of the
other Underwriters named in Schedule A hereto (collectively, the "Underwriters,"
which term shall also include any underwriter substituted as hereinafter
provided in Section 10 hereof), for whom Wheat First Union, Cleary Gull Reiland
& McDevitt Inc. and Scott & Stringfellow, Inc. are acting as representatives (in
such capacity, the "Representatives"), with respect to the issue and sale by the
Company and the purchase by the Underwriters, acting severally and not jointly,
of the respective numbers of shares of Common Stock, par value $.01 per share,
of the Company ("Common Stock") set forth in said Schedule A, and with respect
to the grant by the Company to the Underwriters, acting severally and not
jointly, of the option described in Section 2(b) hereof to purchase all or any
part of 660,000 additional shares of Common Stock to cover over-allotments, if
any. The aforesaid 4,400,000 shares of Common Stock (the "Initial Securities")
to be purchased by the Underwriters and all or any part of the 660,000 shares of
Common Stock subject to the option described in Section 2(b) hereof (the "Option
Securities") are hereinafter called, collectively, the "Securities."

     Simultaneously with the Closing Time (as defined in Section 2 herein), the
Company will acquire in separate transactions (the "Combination") all of the
issued and outstanding capital stock of Merkert Enterprises, Inc., a
Massachusetts corporation ("Merkert"), pursuant to the terms of
<PAGE>
 
a stock purchase agreement dated May 20, 1998, as amended on November 18, 1998
and Rogers-American Company, a North Carolina corporation ("Rogers"), pursuant
to the terms of a stock purchase Agreement dated May 22, 1998, as amended on
November 16, 1998 (such stock purchase agreements being the "Combination
Agreements"). It is understood that at Closing Time, Rogers, Merkert and the
Underwriters shall enter into a joinder agreement to this Agreement, which shall
be substantially in the form of Annex B hereto (the "Joinder Agreement"). All
references herein to the Company, unless otherwise indicated, shall mean Merkert
American Corporation, including its wholly owned subsidiaries, Merkert and
Rogers and each of their respective subsidiaries.

     The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered.

     The Company and the Underwriters agree that up to [275,000] shares of the
Initial U.S. Securities to be purchased by the Underwriters (the "Reserved
Securities") shall be reserved for sale by the Underwriters to certain eligible
directors, officers and employees of the Company and certain persons having
business relationships with the Company, as part of the distribution of the
Securities by the Underwriters, subject to the terms of this Agreement, the
applicable rules, regulations and interpretations of the National Association of
Securities Dealers, Inc. and all other applicable laws, rules and regulations.
To the extent that such Reserved Securities are not orally confirmed for
purchase by such eligible directors, officers and employees of the Company and
persons having business relationships with the Company by the end of the first
business day after the date of this Agreement, such Reserved Securities may be
offered to the public as part of the public offering contemplated hereby.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-53419) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus. Promptly after
execution and delivery of this Agreement, the Company will prepare and file a
prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the
rules and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act
Regulations.  The information included in any such prospectus that was omitted
from such registration statement at the time it became effective but that is
deemed to be part of such registration statement at the time it became effective
pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A
Information."  Each form of prospectus used before such registration statement
became effective, and any prospectus that omitted the Rule 430A Information that
was used after such effectiveness and prior to the execution and delivery of
this Agreement, is herein called a "preliminary prospectus."  Such registration
statement, including the exhibits thereto and schedules thereto at the time it
became effective and including the Rule 430A Information, is herein called the
"Registration Statement." Any registration statement filed by the Company
pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the
"Rule 462(b) Registration Statement," and after such filing

                                       2
<PAGE>
 
the term "Registration Statement" shall include the Rule 462(b) Registration
Statement. The final form of prospectus in the form first furnished to the
Underwriters for use in connection with the offering of the Securities is herein
called the "Prospectus." For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, the Prospectus, or any
amendment or supplement to any of the foregoing shall be deemed to include the
copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system ("EDGAR").


      SECTION 1.    Representations and Warranties.
                    ------------------------------ 

      (a) Representations and Warranties by the Company.  The Company represents
and warrants to each Underwriter as of the date hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agrees with each Underwriter, as
follows:

           (i) Compliance with Registration Requirements.  Each of the
               -----------------------------------------              
     Registration Statement and any Rule 462(b) Registration Statement has
     become effective under the 1933 Act and no stop order suspending the
     effectiveness of the Registration Statement or any Rule 462(b) Registration
     Statement has been issued under the 1933 Act and no proceedings for that
     purpose have been instituted or are pending or, to the knowledge of the
     Company, are contemplated by the Commission, and any request on the part of
     the Commission for additional information has been complied with.

          At the respective times that the Registration Statement, any Rule
     462(b) Registration Statement and any post-effective amendments thereto
     became effective and at the Closing Time (and, if any Option Securities are
     purchased, at the Date of Delivery), the Registration Statement, the Rule
     462(b) Registration Statement and any amendments and supplements thereto
     complied and will comply in all material respects with the requirements of
     the 1933 Act and the 1933 Act Regulations and did not and will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and the Prospectus, any preliminary prospectus and any
     supplement thereto or prospectus wrapper prepared in connection therewith,
     at their respective times of issuance and at the Closing Time, complied and
     will comply in all material respects with any applicable laws or
     regulations of foreign jurisdictions in which the Prospectus and such
     preliminary prospectus, as amended or supplemented, if applicable, are
     distributed in connection with the offer and sale of Reserved Securities.
     Neither the Prospectus nor any amendments or supplements thereto (including
     any prospectus wrapper), at the time the Prospectus or any amendments or
     supplements thereto were issued and at the Closing Time (and, if any Option
     Securities are purchased, at the Date of Delivery), included or will
     include an untrue statement of a material fact or omitted or will omit to
     state a material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading.  The
     representations and warranties in this subsection shall not

                                       3
<PAGE>
 
     apply to statements in or omissions from the Registration Statement or the
     Prospectus made in reliance upon and in conformity with information
     furnished to the Company in writing by any Underwriter through the
     Representatives expressly for use in the Registration Statement or the
     Prospectus.

          The preliminary prospectus and the Prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all material respects with the 1933 Act Regulations and the
     preliminary prospectus and the Prospectus delivered to the Underwriters for
     use in connection with this offering was identical to the electronically
     transmitted copies thereof filed with the Commission pursuant to EDGAR,
     except to the extent permitted by Regulation S-T.

           (ii) Independent Accountants.  The accountants who certified the
                -----------------------                                    
     financial statements and supporting schedules of the Company, Merkert and
     Rogers included in the Registration Statement are independent public
     accountants as required by the 1933 Act and the 1933 Act Regulations.

           (iii)  Financial Statements.  The financial statements of the
                  --------------------                                  
     Company, and the separate financial statements of each of Merkert and
     Rogers, included in the Registration Statement and the Prospectus, in each
     case together with the related schedules and notes, present fairly in all
     material respects the financial position of the Company and each of Merkert
     and Rogers, at the dates indicated and the statement of operations,
     stockholders' equity and cash flows of the Company and each of Merkert and
     Rogers for the periods specified; said financial statements have been
     prepared in conformity with generally accepted accounting principles
     ("GAAP") applied on a consistent basis throughout the periods involved.
     The supporting schedules included in the Registration Statement present
     fairly in accordance with GAAP the information required to be stated
     therein.  The selected consolidated financial data of each of Merkert and
     Rogers and the summary combined financial information of the Company
     included in the Prospectus present fairly the information shown therein and
     have been compiled on a basis consistent with that of the audited financial
     statements included in the Registration Statement.  The pro forma combined
     financial statements of the Company and the related notes thereto included
     in the Registration Statement and the Prospectus present fairly the
     information shown therein, have been prepared in accordance with the
     Commission's rules and guidelines with respect to pro forma financial
     statements and have been properly compiled on the bases described therein,
     and the assumptions used in the preparation thereof are reasonable and the
     adjustments used therein are appropriate to give effect to the transactions
     and circumstances referred to therein.

           (iv) No Material Adverse Change in Business.  Since the respective
                --------------------------------------                       
     dates as of which information is given in the Registration Statement and
     the Prospectus, except as otherwise stated therein, (A) there has been no
     change in the outstanding capital stock or

                                       4
<PAGE>
 
     long-term debt of the Company or any of the Subsidiaries or any change, or
     any development that is reasonably likely, currently or prospectively, to
     have a material adverse change in or effect on the general affairs,
     management, financial position, stockholders' equity or results of
     operation of the Company and its subsidiaries considered as one enterprise,
     whether or not arising in the ordinary course of business (a "Material
     Adverse Effect"), (B) there have been no transactions entered into by the
     Company or any of its subsidiaries, other than those in the ordinary course
     of business, which are material with respect to the Company and its
     subsidiaries considered as one enterprise, and (C) except for the stock
     dividend to be declared by the Company prior to and in connection with the
     Combination, there has been no dividend or distribution of any kind
     declared, paid or made by the Company on any class of its capital stock.

           (v) Good Standing of the Company.  The Company has been duly
               ----------------------------                            
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Delaware and has corporate power and authority to
     own, lease and operate its properties and to conduct its business as
     described in the Prospectus and to enter into and perform its obligations
     under this Agreement; and the Company is duly qualified as a foreign
     corporation to transact business and is in good standing in each other
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except
     where the failure so to qualify or to be in good standing would not result
     in a Material Adverse Effect.

           (vi) Good Standing of Subsidiaries.  Each "significant subsidiary" of
                -----------------------------                                   
     the Company (as such term is defined in Rule 1-02 of Regulation S-X), which
     term includes Merkert and Rogers (each a "Subsidiary" and, collectively,
     the "Subsidiaries"), has been duly organized and is validly existing as a
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, has corporate power and authority to own, lease and operate
     its properties and to conduct its business as described in the Prospectus
     and is duly qualified as a foreign corporation to transact business and is
     in good standing in each jurisdiction in which such qualification is
     required, whether by reason of the ownership or leasing of property or the
     conduct of business, except where the failure so to qualify or to be in
     good standing would not result in a Material Adverse Effect; except as
     otherwise disclosed in the Registration Statement, all of the issued and
     outstanding capital stock of each such Subsidiary has been duly authorized
     and validly issued, is fully paid and non-assessable and, after giving
     effect to the Combination, will be owned by the Company, directly or
     through subsidiaries, free and clear of any security interest, mortgage,
     pledge, lien, encumbrance, claim or equity (except that the shares of
     capital stock of Rogers-American Company of Florida, Inc., a North Carolina
     corporation and a wholly owned subsidiary of Rogers, have been pledged by
     Rogers pursuant to a Stock Pledge Agreement dated October 31, 1995); none
     of the outstanding shares of capital stock of any Subsidiary was issued in
     violation of the preemptive or similar rights of any securityholder of such
     Subsidiary (except to the extent disclosed in the Combination Agreement
     relating to Rogers and the schedules and exhibits thereto, which violations

                                       5
<PAGE>
 
     of preemptive rights will be waived by the securityholders of Rogers in
     connection with the Combination, to the extent set forth in Exhibit H to
     the Combination Agreement relating to Rogers).  At Closing Time, the only
     subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to
     the Registration Statement.

           (vii)  Capitalization.  At Closing Time, after giving effect to the
                  --------------                                              
     transactions contemplated by the Offering and the Combination, the
     authorized, issued and outstanding capital stock of the Company is as set
     forth in the Prospectus in the column entitled "As Adjusted" under the
     caption "Capitalization" (except pursuant to reservations, agreements or
     employee benefit plans referred to in the Prospectus or pursuant to the
     exercise of convertible securities or options referred to in the
     Prospectus).  After giving effect to the Combination, the shares of issued
     and outstanding capital stock of the Company will have been duly authorized
     and validly issued and will be fully paid and non-assessable; none of the
     outstanding shares of capital stock of the Company was issued in violation
     of the preemptive or other similar rights of any securityholder of the
     Company.

           (viii)  Authorization of Agreement.  This Agreement has been duly
                   --------------------------                               
     authorized, executed and delivered by the Company.

           (ix) Authorization and Description of Securities.  The Securities to
                -------------------------------------------                    
     be purchased by the Underwriters from the Company have been duly authorized
     for issuance and sale to the Underwriters pursuant to this Agreement, and,
     when issued and delivered by the Company pursuant to this Agreement against
     payment of the consideration set forth herein, will be validly issued,
     fully paid and non-assessable; the Common Stock conforms to all statements
     relating thereto contained in the Prospectus and such description conforms
     to the rights set forth in the instruments defining the same; no holder of
     the Securities will be subject to personal liability by reason of being
     such a holder; and the issuance of the Securities is not subject to the
     preemptive or other similar rights of any securityholder of the Company.

           (x) Absence of Defaults and Conflicts.  Neither the Company, nor any
               ---------------------------------                               
     of its Subsidiaries is in violation of its charter or by-laws or in default
     in the performance or observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage, deed of trust,
     loan or credit agreement, note, lease or other agreement or instrument to
     which the Company or any of its subsidiaries is a party or by which it or
     any of them may be bound, or to which any of the property or assets of the
     Company or any of its Subsidiaries is subject (collectively, "Agreements
     and Instruments") except for such defaults that would not result in a
     Material Adverse Effect; and the execution, delivery and performance of
     this Agreement and the Combination Agreements by the Company, and the
     consummation of the transactions contemplated in this Agreement, the
     Combination Agreements, and in the Registration Statement (including the
     issuance and sale of the Securities and the use of the proceeds from the
     sale of the Securities as described in the Prospectus under the caption
     "Use of Proceeds"), and

                                       6
<PAGE>
 
     compliance by the Company with its obligations under this Agreement and the
     Combination Agreements have been duly authorized by all necessary corporate
     action and do not and will not, whether with or without the giving of
     notice or passage of time or both, conflict with or constitute a breach of,
     or default or Repayment Event (as defined below) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any property
     or assets of the Company or any of its Subsidiaries pursuant to, the
     Agreements and Instruments (except for such conflicts, breaches or defaults
     or liens, charges or encumbrances that would not result in a Material
     Adverse Effect and except as disclosed in the Registration Statement or in
     the Combination Agreements (including the exhibits and schedules thereto)),
     and will not result in any violation of (i) the provisions of the charter
     or by-laws of the Company or any of its Subsidiaries or (ii) any applicable
     law, statute, rule, regulation, judgment, order, writ or decree of any
     government, government instrumentality or court, domestic or foreign,
     having jurisdiction over the Company or any of its Subsidiaries or any of
     their assets, properties or operations except, in the case of clause (ii),
     to the extent that any such violation would not have a Material Adverse
     Effect. As used herein, a "Repayment Event" means any event or condition
     which gives the holder of any note, debenture or other evidence of
     indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Company or any of its Subsidiaries.

           (xi) Absence of Labor Dispute.  No labor dispute with the employees
                ------------------------                                      
     of the Company or any subsidiary exists or, to the knowledge of the
     Company, is imminent, and the Company has no knowledge of any existing or
     imminent labor disturbance by the employees of any of its or any
     subsidiary's principal suppliers, manufacturers, customers or contractors,
     which may reasonably be expected to result in a Material Adverse Effect.

           (xii)  Absence of Proceedings.  There is no action, suit, proceeding,
                  ----------------------                                        
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or, to the knowledge of
     the Company or its Subsidiaries, threatened, against or affecting the
     Company or any of its Subsidiaries, which is required to be disclosed in
     the Registration Statement (other than as disclosed therein), or which
     might reasonably be expected to result in a Material Adverse Effect, or
     which might reasonably be expected to materially and adversely affect the
     properties or assets thereof (taken as a whole) or the consummation of the
     transactions contemplated in this Agreement and the Combination Agreements,
     or the performance by the Company of its obligations hereunder or
     thereunder; the aggregate of all pending legal or governmental proceedings
     to which the Company or any of its Subsidiaries is a party or of which any
     of their respective property or assets is the subject which are not
     described in the Registration Statement, including ordinary routine
     litigation incidental to the business, could not reasonably be expected to
     result in a Material Adverse Effect.

                                       7
<PAGE>
 
           (xiii)  Accuracy of Exhibits.  There are no contracts or documents
                   --------------------                                      
     that are required to be described in the Registration Statement or the
     Prospectus or to be filed as exhibits thereto which have not been so
     described and filed as required.

           (xiv)  Possession of Intellectual Property.  The Company and its
                  -----------------------------------                      
     subsidiaries own or possess, or can acquire on reasonable terms, adequate
     patents, patent rights, licenses, inventions, copyrights, know-how
     (including trade secrets and other unpatented and/or unpatentable
     proprietary or confidential information, systems or procedures),
     trademarks, service marks, trade names or other intellectual property
     (collectively, "Intellectual Property") necessary to carry on the business
     now operated by them, and neither the Company nor any of its subsidiaries
     has received any written notice of any infringement of or conflict with
     asserted rights of others with respect to any Intellectual Property or of
     any facts or circumstances which would render any Intellectual Property
     invalid or inadequate to protect the interest of the Company or any of its
     subsidiaries therein, and which infringement or conflict (if the subject of
     any unfavorable decision, ruling or finding) or invalidity or inadequacy,
     singly or in the aggregate, would result in a Material Adverse Effect.

           (xv) Absence of Further Requirements.  No filing with, or
                -------------------------------                     
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court or governmental authority or agency
     is necessary or required for the performance by the Company of its
     obligations hereunder, in connection with the offering, issuance or sale of
     the Securities by the Company under this Agreement or the consummation of
     the transactions contemplated by this Agreement, except (i) such as have
     been already obtained or as may be required under the 1933 Act or the 1933
     Act Regulations or under the Securities Exchange Act of 1934, as amended
     (the "1934 Act"), or the rules and regulations promulgated thereunder (the
     "1934 Act Regulations"), (ii) such as have been obtained under the laws and
     regulations of jurisdictions outside the United States in which the
     Reserved Securities are offered, and (iii) such as have been obtained in
     connection with the Combination, including all applicable requirements, if
     any, of state takeover laws, the pre-merger notification requirements of
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
     the rules and regulations thereunder.

           (xvi)  Possession of Licenses and Permits.  Except as would not be
                  ----------------------------------                         
     reasonably expected to have a Material Adverse Effect, the Company and its
     Subsidiaries possess such permits, licenses, approvals, consents and other
     authorizations (collectively, "Governmental Licenses") issued by the
     appropriate federal, state, local or foreign regulatory agencies or bodies,
     including any licenses required under the Perishable Agricultural
     Commodities Act, necessary to conduct the business now operated by them;
     the Company and its Subsidiaries are in compliance with the terms and
     conditions of all such Governmental Licenses, except where the failure so
     to comply would not, singly or in the aggregate, have a Material Adverse
     Effect; all of the Governmental Licenses are valid and in full force and
     effect, except when the invalidity of such Governmental 

                                       8
<PAGE>
     Licenses or the failure of such Governmental Licenses to be in full force
     and effect would not have a Material Adverse Effect; and neither the
     Company nor any of its Subsidiaries has received any written notice of
     proceedings relating to the revocation or modification of any such
     Governmental Licenses which, singly or in the aggregate, if the subject of
     an unfavorable decision, ruling or finding, would result in a Material
     Adverse Effect.

           (xvii)  Title to Property.  The Company and its Subsidiaries have
                   -----------------                                        
     good and marketable title to all real property owned by the Company and its
     Subsidiaries and good title to all other properties owned by them, in each
     case, free and clear of all mortgages, pledges, liens, security interests,
     claims, restrictions or encumbrances of any kind except such as (a) are
     described in the Prospectus or either Combination Agreement (including the
     exhibits and schedules thereto) or (b) do not, singly or in the aggregate,
     materially affect the value of such property and do not materially
     interfere with the use made and proposed to be made of such property by the
     Company or any of its Subsidiaries; and all of the leases and subleases
     material to the business of the Company and its Subsidiaries, considered as
     one enterprise, and under which the Company or any of its Subsidiaries
     holds material properties described in the Prospectus, are in full force
     and effect, and neither the Company nor any subsidiary has any written
     notice of any material claim of any sort that has been asserted by anyone
     adverse to the rights of the Company or any Subsidiary under any of the
     material leases or subleases mentioned above, or affecting or questioning
     the rights of the Company or such Subsidiary to the continued possession of
     the material leased or subleased premises under any such lease or sublease.

           (xviii)  Investment Company Act.  The Company is not, and upon the
                    ----------------------                                   
     issuance and sale of the Securities as herein contemplated and the
     application of the net proceeds therefrom as described in the Prospectus
     will not be, an "investment company" or an entity "controlled" by an
     "investment company" as such terms are defined in the Investment Company
     Act of 1940, as amended (the "1940 Act").

           (xix)  Environmental Laws.  Except as described in the Registration
                  ------------------                                          
     Statement or either Combination Agreement (including the exhibits and
     schedules thereto), and except as would not, singly or in the aggregate,
     result in a Material Adverse Effect, (A) neither the Company nor any of its
     Subsidiaries is in violation of any applicable federal, state, local or
     foreign statute, law, rule, regulation, ordinance, code, policy or rule of
     common law or any judicial or administrative interpretation thereof,
     including any judicial or administrative order, consent, decree or
     judgment, relating to pollution or protection of human health, the
     environment (including, without limitation, ambient air, surface water,
     groundwater, land surface or subsurface strata) or wildlife, including,
     without limitation, laws and regulations relating to the release or
     threatened release of chemicals, pollutants, contaminants, wastes, toxic
     substances, hazardous substances, petroleum or petroleum products
     (collectively, "Hazardous Materials") or to the manufacture, processing,
     distribution, use, treatment, storage, disposal, transport or handling of
     Hazardous Materials (collectively, "Environmental Laws"), (B) the Company
     and its Subsidiaries

                                       9
<PAGE>
 
     have all permits, authorizations and approvals required under any
     applicable Environmental Laws and are each in compliance with their
     requirements, (C) to the knowledge of the Company, there are no pending or
     threatened administrative, regulatory or judicial actions, suits, demands,
     demand letters, claims, liens, notices of noncompliance or violation,
     investigation or proceedings relating to any Environmental Law against the
     Company or any of its Subsidiaries and (D) to the knowledge of the Company,
     there are no events or circumstances that might reasonably be expected to
     form the basis of an order for clean-up or remediation, or an action, suit
     or proceeding by any private party or governmental body or agency, against
     or affecting the Company or any of its Subsidiaries relating to Hazardous
     Materials or any Environmental Laws.

           (xx) Registration Rights.  Except as disclosed in the Prospectus
                -------------------                                        
     under "Shares Eligible For Future Sale -- Registration Rights," there are
     no persons with registration rights or other similar rights to have any
     securities registered pursuant to the Registration Statement or otherwise
     registered by the Company under the 1933 Act.

           (xxi)  Tax Law Compliance. Except as disclosed in the Registration
                  ------------------                                         
     Statement or either Combination Agreement (including the exhibits and
     schedules thereto), (i) the Company and its Subsidiaries have filed all
     necessary federal, state and foreign income and franchise tax returns and
     have paid all taxes required to the paid by any of them and, if due and
     payable, any related or similar assessment, fine or penalty levied against
     any of them, (ii) each of the Company, Merkert and Rogers has made adequate
     charges, accruals in the applicable financial statements referred to in
     Section 1(iii) above in respect of all federal, state and foreign income
     and franchise taxes for all periods as to which the tax liability of the
     Company or any of their respective subsidiaries has not been finally
     determined, and (iii) the Company has no knowledge of any tax deficiency
     which might by asserted against the Company or any of its Subsidiaries
     which could have a Material Adverse Effect.

           (xxii)  The Combination.  The Combination has been duly and validly
                   ---------------                                            
     authorized by the Company and all the necessary governmental filings,
     consents and approvals required to be obtained or made in connection
     therewith have been obtained or made, and all such approvals and consents
     are in full force and effect; and the Combination will be effected in
     compliance with all applicable state and federal laws and regulations and
     will be consummated prior to or at the Closing Time.

           (xxiii)  Combination Agreements.  The Company has entered into the
                    ----------------------                                   
     Combination Agreements, filed as Exhibits 10.1 and 10.2  to the
     Registration Statement, pursuant to which the Company will acquire in
     separate transactions all of the capital stock and ownership interests in
     Merkert and Rogers.  Each of the Combination Agreements has been duly and
     validly authorized, executed and delivered by the Company, and is valid and
     binding on the Company and is enforceable against the Company in accordance
     with its terms and the Company is not in default in any respect thereunder.
     A complete

                                       10
<PAGE>
 
     and correct copy of each Combination Agreement (including exhibits and
     schedules) has been delivered to the Representatives and, except with the
     Representatives' prior written approval, no material changes therein will
     be made subsequent hereto and prior to the Closing Time. The
     representations and warranties made in each Combination Agreement by the
     Company and by each of Merkert and Rogers, respectively, and/or each of
     their respective stockholders are true and correct in all material respects
     to the extent set forth in Section 8.2(b) of each of the Combination
     Agreements, except for such changes contemplated by such Combination
     Agreement.

          (xxiv)   Year 2000 Compliance.  The Company's and the Subsidiaries'
                   ---------------------                                     
     computer software (the "Software") is "Millennium Compliant"; for the
     purposes of this Agreement "Millennium Compliant" means:  (a) the
     functions, calculations, and other computing processes of the Software
     (collectively, "Processes") perform in an accurate manner regardless of the
     date in time on which the Processes are actually performed and regardless
     of the date input to the Software, and whether or not the dates are
     affected by leap years; (b) the Software can accept, store, sort, extract,
     sequence, and otherwise manipulate date inputs and date values, and return
     and display date values, in a materially accurate manner regardless of the
     dates used or format of the date input; (c) the Software will function
     without interruptions caused by the date in time on which the Processes are
     actually performed or by the date input to the Software; (d) the Software
     accepts and responds to four-digit year date input in a manner that
     resolves any material ambiguities as to the century in an accurate manner;
     and (e) the Software displays, prints and provides electronic output of
     date information in ways that are unambiguous as to the determination of
     the century.

           (xxv)  NASD Compliance.  Except as set forth in the Registration
                  ---------------                                          
     Statement and the Prospectus, there are no agreements, claims, payment,
     issuances, arrangements or understandings, whether oral or written, for
     services in the nature of finder's, consulting or origination fees with
     respect to the sale of the Securities or any other arrangements,
     agreements, understandings, payments or issuance with respect to the
     Company or any of its officers, directors, shareholders, partners,
     employees, subsidiaries or affiliates that may affect the Underwriters'
     compensation as determined by the NASD.

           (xxvi)  ERISA Compliance.  The Company and each of the Subsidiaries
                   ----------------                                           
     are in compliance in all material respects with all presently applicable
     provisions of the Employee Retirement Income Security Act of 1974, as
     amended, including the regulations and published interpretations thereunder
     ("ERISA"); no "reportable event" (as defined in ERISA) has occurred with
     respect to any "pension plan" (as defined in ERISA) for which the Company
     or any of the Subsidiaries would have any liability; the Company and each
     of the Subsidiaries have not incurred and do not expect to incur liability
     under (i) Title IV of ERISA with respect to termination of, or withdrawal
     from, any "pension plan" or (ii) Section 412 or 4971 of the Internal
     Revenue Code of 1986, as amended, including the regulations and published
     interpretations thereunder ("Code"); and each "pension plan" for

                                       11
<PAGE>
 
     which the Company and each of its Subsidiaries would have any liability
     that is intended to be qualified under Section 401(a) of the Code is so
     qualified in all material respects and nothing has occurred, whether by
     action or by failure to act, which would cause the loss of such
     qualification.

          (xxvii)  Maintenance of Insurance.  Except as described in the
                   ------------------------                             
     Prospectus, the Company and the Subsidiaries maintain insurance of the
     types and in the amounts that are customary or required for the business
     operated by them, all of which insurance is in full force and effect.

      (b) Officer's Certificates.  Any certificate signed by any officer of the
Company or any of its Subsidiaries delivered to Wheat First Union, the
Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each  Underwriter as to the
matters covered thereby.

      SECTION 2.    Sale and Delivery to  Underwriters; Closing.
                    ------------------------------------------- 

      (a) Initial Securities.  On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each  Underwriter, severally and not
jointly, and each  Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price per share set forth in Schedule B, the number of
Initial  Securities set forth in Schedule A opposite the name of such
Underwriter, plus any additional number of Initial  Securities which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

      (b) Option Securities.  In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants an option to the  Underwriters, severally
and not jointly, to purchase up to an additional 660,000 shares of Common Stock
at the price per share set forth in Schedule B, less an amount per share equal
to any dividends or distributions declared by the Company and payable on the
Initial  Securities but not payable on the  Option Securities.  The option
hereby granted will expire 30 days after the date hereof and may be exercised in
whole or in part from time to time only for the purpose of covering over-
allotments which may be made in connection with the offering and distribution of
the Initial  Securities upon notice by Wheat First Union to the Company setting
forth the number of  Option Securities as to which the several  Underwriters are
then exercising the option and the time and date of payment and delivery for
such  Option Securities.  Any such time and date of delivery for the  Option
Securities (a "Date of Delivery") shall be determined by Wheat First Union, but
shall not be later than seven full business days after the exercise of said
option, nor in any event prior to the Closing Time, as hereinafter defined.  If
the option is exercised as to all or any portion of the  Option Securities, each
of the  Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of  Option Securities then being purchased which
the number of Initial  Securities set forth in Schedule A opposite the name of
such  Underwriter bears to the total number of Initial  Securities, subject in
each case to such adjustments as Wheat First Union in its discretion shall make
to eliminate any sales or purchases of fractional shares.

                                       12
<PAGE>
 
      (c) Payment.  Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of
Goodwin, Procter & Hoar, LLP, Exchange Place, Boston, Massachusetts 02109, or at
such other place as shall be agreed upon by Wheat First Union and the Company,
at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after
4:30 P.M. (Eastern time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of Section 10), or such
other time not later than ten business days after such date as shall be agreed
upon by Wheat First Union and the Company (such time and date of payment and
delivery being herein called "Closing Time").

     In addition, in the event that any or all of the  Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such  Option Securities shall be made at the above-
mentioned offices, or at such other place as shall be agreed upon by Wheat First
Union and the Company, on each Date of Delivery as specified in the notice from
Wheat First Union to the Company.

     Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the  Representatives for the respective accounts of the  Underwriters of
certificates for the  Securities to be purchased by them. It is understood that
each  Underwriter has authorized the  Representatives, for its account, to
accept delivery of, receipt for, and make payment of the purchase price for, the
Initial  Securities and the  Option Securities, if any, which it has agreed to
purchase.  Wheat First Union, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial  Securities or the  Option Securities, if any, to be
purchased by any  Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

      (d) Denominations; Registration.  Certificates for the Initial  Securities
and the  Option Securities, if any, shall be in such denominations and
registered in such names as the Representatives may request in writing at least
one full business day before the Closing Time or the relevant Date of Delivery,
as the case may be.  The certificates for the Initial  Securities and the
Option Securities, if any, will be made available for examination and packaging
by the Representatives at Wheat First Union, 901 E. Byrd Street, Richmond,
Virginia 23219 not later than 10:00 A.M. (Eastern time) on the business day
prior to the Closing Time or the relevant Date of Delivery, as the case may be.

      SECTION 3.    Covenants of the Company.  The Company covenants with each
                    ------------------------                                  
Underwriter as follows:

                                       13
<PAGE>
 
           (a) Compliance with Securities Regulations and Commission Requests.
     The Company, subject to Section 3(b), will comply with the requirements of
     Rule 430A and will notify Wheat First Union immediately, and confirm the
     notice in writing, (i) when any post-effective amendment to the
     Registration Statement shall become effective, or any supplement to the
     Prospectus or any amended Prospectus shall have been filed, (ii) of the
     receipt of any comments from the Commission, (iii) of any request by the
     Commission for any amendment to the Registration Statement or any amendment
     or supplement to the Prospectus or for additional information, and (iv) of
     the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or of any order preventing or
     suspending the use of any preliminary prospectus, or of the initiation or
     threatening of any proceedings for any of such purposes.  The Company will
     promptly effect the filings necessary pursuant to Rule 424(b) and will take
     such steps as it deems necessary to ascertain promptly whether the form of
     prospectus transmitted for filing under Rule 424(b) was received for filing
     by the Commission and, in the event that it was not, it will promptly file
     such prospectus.  The Company will make every reasonable effort to prevent
     the issuance of any stop order and, if any stop order is issued, to obtain
     the lifting thereof at the earliest possible moment.

           (b) Filing of Amendments.  The Company will give Wheat First Union
     notice of its intention to file or prepare any amendment to the
     Registration Statement (including any filing under Rule 462(b)), or any
     amendment, supplement or revision to either any prospectus included in the
     Registration Statement at the time it became effective or to the
     Prospectus, will furnish Wheat First Union with copies of any such
     documents a reasonable amount of time prior to such proposed filing or use,
     as the case may be, and will not file or use any such document to which
     Wheat First Union or counsel for the Underwriters shall reasonably object.

           (c) Delivery of Registration Statements.  The Company has furnished
     or will deliver to the Representatives and counsel for the Underwriters,
     without charge, signed copies of the Registration Statement as originally
     filed and of each amendment thereto (including exhibits filed therewith or
     incorporated by reference therein) and signed copies of all consents and
     certificates of experts, and will also deliver to the  Representatives
     without charge, a conformed copy of the Registration Statement as
     originally filed and of each amendment thereto (without exhibits) for each
     of the  Underwriters.  The copies of the Registration Statement and each
     amendment thereto furnished to the Underwriters will be identical to the
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

           (d) Delivery of Prospectus.  The Company has delivered to each
     Underwriter, without charge, as many copies of each preliminary prospectus
     as such  Underwriter reasonably requested, and the Company hereby consents
     to the use of such copies for purposes permitted by the 1933 Act.  The
     Company will furnish to each  Underwriter, without charge, during the
     period when the Prospectus is required to be delivered under 

                                       14
<PAGE>
 
     the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act"), such
     number of copies of the Prospectus (as amended or supplemented) as such
     Underwriter may reasonably request. The Prospectus and any amendments or
     supplements thereto furnished to the Underwriters will be identical to the
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T.

           (e) Continued Compliance with Securities Laws.  The Company will
     comply with the 1933 Act and the 1933 Act Regulations so as to permit the
     completion of the distribution of the Securities as contemplated in this
     Agreement and in the Prospectus.  If at any time when a prospectus is
     required by the 1933 Act to be delivered in connection with sales of the
     Securities, any event shall occur or condition shall exist as a result of
     which it is necessary, in the opinion of counsel for the Underwriters or
     for the Company, to amend the Registration Statement or amend or supplement
     the Prospectus in order that the Prospectus will not include any untrue
     statements of a material fact or omit to state a material fact necessary in
     order to make the statements therein not misleading in the light of the
     circumstances existing at the time the Prospectus is delivered to a
     purchaser, or if it shall be necessary, in the opinion of such counsel, at
     any such time to amend the Registration Statement or amend or supplement
     the Prospectus in order to comply with the requirements of the 1933 Act or
     the 1933 Act Regulations, the Company will promptly prepare and file with
     the Commission, subject to Section 3(b), such amendment or supplement as
     may be necessary to correct such statement or omission or to make the
     Registration Statement or the Prospectus comply with such requirements, and
     the Company will furnish to the Underwriters such number of copies of such
     amendment or supplement as the Underwriters may reasonably request.

           (f) Rule 158.  The Company will timely file such reports pursuant to
     the 1934 Act as are necessary in order to make generally available to its
     securityholders as soon as practicable an earnings statement for the
     purposes of, and to provide the benefits contemplated by, the last
     paragraph of Section 11(a) of the 1933 Act.

           (g) Use of Proceeds.  The Company will use the net proceeds received
     by it from the sale of the Securities in the manner specified in the
     Prospectus under "Use of Proceeds."

           (h) Listing.  The Company will use its best efforts to effect the
     listing of the Common Stock (including the Securities) on the Nasdaq
     National Market ("NASDAQ").

           (i) Restriction on Sale of Securities.  During a period of 180 days
     from the date of the Prospectus, the Company will not, without the prior
     written consent of Wheat First Union, (i) directly or indirectly, offer,
     pledge, sell, contract to sell, sell any option or contract to purchase,
     purchase any option or contract to sell, grant any option, right or warrant
     to purchase or otherwise transfer or dispose of any share of Common Stock
     or any

                                       15
<PAGE>
 
     securities convertible into or exercisable or exchangeable for Common
     Stock or file any registration statement under the 1933 Act with
     respect to any of the foregoing or (ii) enter into any swap or any other
     agreement or any transaction that transfers, in whole or in part, directly
     or indirectly, the economic consequence of ownership of the Common Stock,
     whether any such swap or transaction described in clause (i) or (ii) above
     is to be settled by delivery of Common Stock or such other securities, in
     cash or otherwise; provided, however, that, during the 180 day period from
                        --------  -------                                      
     the date of the Prospectus, any further action taken by the Company with
     respect to such shares of Common Stock so registered for the purposes of
     making such acquisition(s) shall be subject to the prior written consent of
     Wheat First Union, which consent shall not be unreasonably withheld.

           (j) Reporting Requirements.  The Company, during the period when the
     Prospectus are required to be delivered under the 1933 Act or the 1934 Act,
     will file all documents required to be filed with the Commission pursuant
     to the 1934 Act within the time periods required by the 1934 Act and the
     rules and regulations of the Commission thereunder.

           (k) Compliance with NASD Rules.  The Company hereby agrees that it
     will ensure that the Reserved Securities will be restricted as required by
     the National Association of Securities Dealers, Inc. (the "NASD") or the
     NASD rules from sale, transfer, assignment, pledge or hypothecation for a
     period of three months following the date of this Agreement.  The
     Underwriters will notify the Company as to which persons will need to be so
     restricted.  At the request of the Underwriters, the Company will direct
     the transfer agent to place a stop transfer restriction upon such
     securities for such period of time.  Should the Company release, or seek to
     release, from such restrictions any of the Reserved Securities, the Company
     agrees to reimburse the Underwriters for any reasonable expenses
     (including, without limitation, legal expenses) they incur in connection
     with such release.

           (l) The Combination.  The Company will (i) perform or satisfy all
     conditions on its part to be performed or satisfied pursuant to the
     Combination Agreements and to take any action necessary or required
     pursuant thereto in order to consummate the Combination prior to or at the
     Closing Time and (ii) obtain all applicable authorizations and approvals
     and make all filings required under the Combination Agreements in
     connection with the Combination.  The Company will promptly notify the
     Representatives of the occurrence of any event which may result in the non-
     consummation of the Combination prior to or at the Closing Time.

           (m) Blue Sky Qualifications.  The Company will use its best efforts,
     in cooperation with the Underwriters, to qualify the Securities for
     offering and sale under the applicable securities laws of such states and
     other jurisdictions (domestic or foreign) as the Representatives may
     designate and to maintain such qualifications in effect for a period of not
     less than one year from the later of the effective date of the Registration
     Statement and

                                       16
<PAGE>
 
     any Rule 462(b) Registration Statement; provided, however, that the Company
     shall not be obligated to file any general consent to service of process or
     to qualify as a foreign corporation or as a dealer in securities in any
     jurisdiction in which it is not qualified or subject itself to taxation in
     respect of doing business in any jurisdiction in which it is not otherwise
     so subject. In each jurisdiction in which the Securities have been so
     qualified, the Company will file such statements and reports as may be
     required by the laws of such jurisdiction to continue such qualification in
     effect for a period of not less than one year from the effective date of
     the Registration Statement and any Rule 462(b) Registration Statement.

          (n) The Company will pay in full all amounts of principal and interest
     outstanding under each of the Merkert Facility and the Rogers Facility
     within thirty (30) days of the Closing Time.

          (o) The Company will pay in full all federal income taxes due and
     owing to the Internal Revenue Service, including all interest and
     penalties, within ___ days of the Closing Time.

     SECTION 4.    Payment of Expenses.
                   ------------------- 

      (a) Expenses.  The Company agrees to pay all expenses incident to the
performance of its obligations under this Agreement and in connection with the
Combination, including (i) the preparation, printing and filing of the
Registration Statement (including financial statements and exhibits) as
originally filed and of each amendment thereto, (ii) the preparation, printing
and delivery to the Underwriters of this Agreement, and such other documents as
may be required in connection with the offering, purchase, sale, issuance or
delivery of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors, and the
reasonable fees and disbursements of counsel for the Underwriters in connection
therewith and in connection with the preparation of the Blue Sky Survey and any
supplement thereto, (v) the printing and delivery to the Underwriters of copies
of the preliminary prospectus, the Prospectus and any amendments or supplements
thereto, (vi) the preparation, printing and delivery to the Underwriters of
copies of the Blue Sky Survey and any supplement thereto, (vii) the fees and
expenses of any transfer agent or registrar for the Securities, (viii) the
filing fees incident to, and the reasonable fees and disbursements of counsel to
the Underwriters in connection with, the review by the NASD of the terms of the
sale of the Securities, (ix) the fees and expenses incurred in connection with
the listing of the Securities on NASDAQ and (x) all costs and expenses of the
Underwriters, including the fees and disbursements of counsel for the
Underwriters, in connection with matters related to the Reserved Securities
which are designated by the Company for sale to certain directors, officers and
employees of the Company and others having a business relationship with the
Company.

                                       17
<PAGE>
 
      (b) Termination of Agreement.  If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

     (c) Payment of Underwriters' Fees and Expenses.  If the Company shall fail
to pay when due any portion of the Underwriters' fees and expenses described in
paragraphs (a) or (b) of this Section 4, Monroe & Co. LLC shall pay all such
fees and expenses payable by the Company to the Underwriters in accordance with
the provisions of this Section 4.

      SECTION 5.    Conditions of  Underwriters' Obligations.  The obligations
                    ----------------------------------------                  
of the several Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company contained in Section 1 hereof or
in certificates of any officer of the Company or any subsidiary of the Company
delivered pursuant to the provisions hereof, to the performance by the Company
of its covenants and/or other obligations hereunder, and to the following
further conditions:

           (a) Effectiveness of Registration Statement.  The Registration
     Statement, including any Rule 462(b) Registration Statement, has become
     effective and at Closing Time no stop order suspending the effectiveness of
     the Registration Statement shall have been issued under the 1933 Act or
     proceedings therefor initiated or threatened by the Commission, and any
     request on the part of the Commission for additional information shall have
     been complied with to the reasonable satisfaction of counsel to the
     Underwriters.  A prospectus containing the Rule 430A Information shall have
     been filed with the Commission in accordance with Rule 424(b) (or a post-
     effective amendment providing such information shall have been filed and
     declared effective in accordance with the requirements of Rule 430A).

           (b) Opinion of Counsel for Company.  At Closing Time, the
     Representatives shall have received the favorable opinion dated as of
     Closing Time, of Goodwin, Procter & Hoar LLP, counsel for the Company, in
     form and substance reasonably satisfactory to counsel for the
     Underwriters, together with signed or reproduced copies of such letter for
     each of the other Underwriters to the effect set forth in Exhibit A hereto
     and to such further effect as counsel to the Underwriters may reasonably
     request.

           (c) Opinion of Counsel for  Underwriters.  At Closing Time, the
     Representatives shall have received the favorable opinion, dated as of
     Closing Time, of Shearman & Sterling, counsel for the Underwriters,
     together with signed or reproduced copies of such letter for each of the
     other Underwriters with respect to the matters set forth in clauses (i),
     (ii), (v), (vi) (solely as to preemptive or other similar rights arising by
     operation of law or under the charter or by-laws of the Company), (viii)
     through (x), inclusive, (xiii) (solely as to the information in the
     Prospectus under "Description of Capital Stock--Authorized and Outstanding
     Capital Stock" and "Underwriting") and the

                                       18
<PAGE>
 
     penultimate paragraph of Exhibit A hereto. In giving such opinion such
     counsel may rely, as to all matters governed by the laws of jurisdictions
     other than the law of the State of New York and the federal law of the
     United States and the General Corporation Law of the State of Delaware,
     upon the opinions of counsel satisfactory to the Representatives. Such
     counsel may also state that, insofar as such opinion involves factual
     matters, they have relied, to the extent they deem proper, upon
     certificates of officers of the Company and its Subsidiaries and
     certificates of public officials.

           (d) Officers' Certificates.  At Closing Time, there shall not have
     been, (i) since the date of the latest audited financial statements
     included in the Prospectus, any loss or interference with the business of
     the Company or any of the Subsidiaries, considered as one enterprise, from
     fire, explosion, flood or other calamity, whether or not covered by
     insurance, or from any labor dispute or court or governmental action, order
     or decree, except as set forth or contemplated in the Prospectus, and (ii)
     since the respective dates as of which information is given in the
     Prospectus there shall not have been any change in the outstanding capital
     stock or long-term debt of the Company or any of the Subsidiaries, or any
     change, or any development that is reasonably likely, currently or
     prospectively, to have a Material Adverse Effect the Company and its
     Subsidiaries, Merkert and Rogers, considered as one enterprise, whether or
     not arising in the ordinary course of business, and the Representatives
     shall have received certificates of the President or a Vice President and
     of the chief financial or chief accounting officer of the Company, dated as
     of Closing Time, to the effect that (i) there has been no such material
     adverse change, (ii) the representations and warranties in Section 1(a)
     hereof are true and correct with the same force and effect as though
     expressly made at and as of Closing Time, (iii) the Company has complied
     with all agreements and satisfied all conditions on its part to be
     performed or satisfied at or prior to Closing Time, and (iv) no stop order
     suspending the effectiveness of the Registration Statement has been issued
     and no proceedings for that purpose have been instituted or are pending, to
     their knowledge, or are contemplated by the Commission.

           (e) Accountants' Comfort Letter.  At the time of the execution of
     this Agreement, the Representatives shall have received from Arthur
     Andersen a letter dated such date, in form and substance reasonably
     satisfactory to the Representatives, together with signed or reproduced
     copies of such letter for each of the other Underwriters containing
     statements and information of the type ordinarily included in accountants'
     "comfort letters" to underwriters with respect to the financial statements
     and certain financial information of each of the Company, Merkert and
     Rogers contained in the Registration Statement and the Prospectus.

           (f) Bring-down Comfort Letter.  At Closing Time, the Representatives
     shall have received from Arthur Anderson a letter, dated as of Closing
     Time, to the effect that they reaffirm the statements made in the letter
     furnished pursuant to subsection (e) of this

                                       19
<PAGE>
 
     Section, except that the specified date referred to shall be a date not
     more than three business days prior to Closing Time.

           (g) Approval of Listing.  At Closing Time, the Securities shall have
     been approved for listing on NASDAQ, subject only to official notice of
     issuance.

           (h) No Objection.  The NASD has confirmed that it has not raised any
     objection with respect to the fairness and reasonableness of the
     underwriting terms and arrangements.

           (i) Lock-up Agreements.  At the date of this Agreement, the
     Representatives shall have received the agreements relating to each of
     Rogers and Merkert, substantially in the form of Exhibit B hereto signed by
     the persons listed on Schedule C hereto.

           (j) The Combination.  With respect to the Combination, at Closing
     Time, (i) the Combination Agreements shall have been duly executed and
     delivered by each of the Company, Merkert and Rogers, and shall be in full
     force and effect and none of the parties thereto shall be in default
     thereunder, (ii) each condition to the respective obligations of the
     Company, Merkert and Rogers set forth in Section 8 of each of the
     Combination Agreements shall have been satisfied, without waiver or
     modification, except as may be approved by the Representatives, (iii) each
     of the representations and warranties of the Company contained in Section 2
     of the Combination Agreements shall be true and correct with the same force
     and effect as though expressly made at and as Closing Time to the extent
     set forth in Section 8.2(b) of each of the Combination Agreements, (iv) the
     Representatives shall have received assurances reasonably satisfactory to
     it that all documents required to be filed in order to effectuate the
     consummation of each Combination shall have been approved for filing by the
     appropriate state and federal authorities and that all such Combination
     documents shall have been duly filed prior to this Agreement and (v) the
     Representatives shall have received opinions from counsel for the Company
     and counsel for each of Merkert and Rogers, each substantially in the form
     of Exhibit F to the Combination Agreements, to the effect that each
     Combination (a) has become effective, (b) was consummated in accordance
     with the provisions of the respective Combination Agreement and applicable
     state and federal laws and (c) has been duly authorized by the Company, and
     by each of Merkert and Rogers, respectively, and their respective
     stockholders.

           (k) The Joinder Agreement.  The Joinder Agreement shall have been
     entered into by each of Merkert and Rogers and shall have been confirmed
     and accepted by the Underwriters, and is in full force and effect.

           (l) Conditions to Purchase of Option Securities.  In the event that
     the Underwriters exercise their option provided in Section 2(b) hereof to
     purchase all or any portion of the Option Securities, the representations
     and warranties of the Company

                                       20
<PAGE>
 
     contained herein and the statements in any certificates furnished by the
     Company or any subsidiary of the Company hereunder shall be true and
     correct as of each Date of Delivery and, at the relevant Date of Delivery,
     the Representatives shall have received:

               (i) Officers' Certificate.  A certificate, dated such Date of
                   ---------------------                                    
     Delivery, of the President or a Vice President of the Company and of the
     chief financial or chief accounting officer of the Company confirming that
     the certificate delivered at Closing Time pursuant to Section 5(d) hereof
     remains true and correct as of such Date of Delivery.

               (ii) Opinion of Counsel for Company.  The favorable opinion of
                    ------------------------------                           
     Goodwin, Procter & Hoar LLP, counsel for the Company, in form and substance
     reasonably satisfactory to counsel for the Underwriters, dated such Date of
     Delivery, relating to the Option Securities to be purchased on such Date of
     Delivery and otherwise to the same effect as the opinion required by
     Section 5(b) hereof.

               (iii)  Opinion of Counsel for  Underwriters.  The favorable
                      ------------------------------------                
     opinion of Shearman & Sterling, counsel for the Underwriters, dated such
     Date of Delivery, relating to the Option Securities to be purchased on such
     Date of Delivery and otherwise to the same effect as the opinion required
     by Section 5(c) hereof.

               (iv) Bring-down Comfort Letter.  A letter from Arthur Andersen,
                    -------------------------                                 
     in form and substance reasonably satisfactory to the  Representatives and
     dated such Date of Delivery, substantially in the same form and substance
     as the letter furnished to the Representatives pursuant to Section 5(f)
     hereof, except that the "specified date" in the letter furnished pursuant
     to this paragraph shall be a date not more than five days prior to such
     Date of Delivery.

           (m) Additional Documents.  At Closing Time and at each Date of
     Delivery, counsel for the  Underwriters shall have been furnished with such
     documents and opinions as they may reasonably require for the purpose of
     enabling them to pass upon the issuance and sale of the Securities as
     herein contemplated, or in order to evidence the accuracy of any of the
     representations or warranties, or the fulfillment of any of the conditions,
     herein contained; and all proceedings taken by the Company in connection
     with the issuance and sale of the Securities as herein contemplated shall
     be reasonably satisfactory in form and substance to the Representatives and
     counsel for the Underwriters.

           (n) Termination of Agreement.  If any condition specified in this
     Section shall not have been fulfilled when and as required to be fulfilled,
     this Agreement, or, in the case of any condition to the purchase of  Option
     Securities on a Date of Delivery which is after the Closing Time, the
     obligations of the several Underwriters to purchase the relevant Option
     Securities, may be terminated by the Representatives by notice to the
     Company at

                                       21
<PAGE>
 
     any time at or prior to Closing Time or such Date of Delivery, as the case
     may be, and such termination shall be without liability of any party to any
     other party except as provided in Section 4 and except that Sections 1, 6,
     7 and 8 shall survive any such termination and remain in full force and
     effect.

      SECTION 6.    Indemnification.
                    --------------- 

      (a) Indemnification of Underwriters.  The Company will indemnify and hold
harmless each Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the 1933
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any preliminary
prospectus, the Registration Statement or 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, and promptly will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any preliminary
prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through Wheat First Union expressly
for use therein; provided, further, that the foregoing indemnity agreement with
respect to any preliminary prospectus shall not inure to the benefit of the
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased Securities, or any person controlling such Underwriter, if
a copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
Securities to such person, and if the Prospectus (as so amended or supplemented)
would have cured the defect giving rise to such losses, claims, damages or
liabilities.

     (b) Indemnification of Company.  Each Underwriter will severally and not
jointly indemnify and hold harmless the Company against any losses, claims,
damages or liabilities to which the Company may become subject, under the 1933
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in the preliminary
prospectus, the Registration Statement or 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 any preliminary
prospectus, the

                                       22
<PAGE>
 
Registration Statement or the Prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through Wheat First Union expressly for use therein;
and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
action or claim. The Company acknowledges that the only information that the
Underwriters have furnished to the Company expressly for use in the Registration
Statement, the preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) are the statements set forth (i) on the last paragraph at
the bottom of the cover page concerning the terms of the offering by the
Underwriters, (ii) in the last paragraph on the inside front cover page of the
Prospectus concerning over-allotments, syndicate short-covering transactions,
penalty bids and stabilization by the Underwriters, (iii) the information
appearing in the table under the caption "Underwriting"; and (iv) the third
paragraph under the caption "Underwriting"; and the Underwriters confirm that
such statements are correct.

     (c) Actions against Parties; Notification; Settlement.  Promptly after
receipt by an indemnified party under subsection (a) or (b) above of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsection.  In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, that if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have been advised by counsel that representation of such
indemnified party and the indemnifying party may be inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them, the indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such
indemnified party or parties.  It is understood that the indemnifying party
shall, in connection with any such action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
only one separate firm of attorneys together with appropriate local counsel at
any time for all indemnified parties unless such firm of attorneys shall have
reasonably concluded that one or more indemnified parties has actual differing
interests with other indemnified parties.  Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to appoint
counsel to defend such action and approval by the indemnified party of such
counsel, the indemnifying party will not be liable for any settlement entered
into without its consent and will not be liable to such indemnified party under
this Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence, (ii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within

                                       23
<PAGE>
 
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii). Notwithstanding the immediately
preceding sentence and the first sentence of this paragraph, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.

      (d) Indemnification for Reserved Securities.  In connection with the offer
and sale of the Reserved Securities, the Company agrees, promptly upon a request
in writing, to indemnify and hold harmless the Underwriters from and against any
and all losses, liabilities, claims, damages and expenses incurred by them as a
result of the failure of certain eligible directors, officers and employees of
the Company and certain persons having business relationships with the Company
to pay for and accept delivery of Reserved Securities which, by the end of the
first business day following the date of this Agreement, were subject to a
properly confirmed agreement to purchase.

      SECTION 7.    Contribution. If the indemnification provided for in this
                    ------------                                             
Section 7 is unavailable to or insufficient to hold harmless an indemnified
party under Section 6(a) or (b) in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party under Section 6(a) or (b), as the case may be,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to in Section 6(a) or (b), as the case may be,  in
such proportion as is appropriate to reflect the relative benefits received by
the Company in question on the one hand and the Underwriters on the other from
the offering of the Securities.  If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under Section 6(c), then
each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company in question on the
one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations.  The relative benefits received by the Company in
question on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (after
deducting the total underwriting discount, but before deducting expenses)
received by the Company in question bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or 

                                       24
<PAGE>
 
alleged omission to state a material fact relates to information supplied by the
Company in question on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section 7 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take into account the equitable considerations referred to above
in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations under this
Section 7 are several in proportion to their respective underwriting obligations
and not joint.

     The obligations of the Company under Sections 6 or 7 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the 1933 Act; and the obligations of the Underwriters
under this Section shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the 1933 Act.

      SECTION 8.    Representations, Warranties and Agreements to Survive
                    -----------------------------------------------------
Delivery.  All representations, warranties and agreements contained in this
--------                                                                   
Agreement or in certificates of officers of the Company or any of its
Subsidiaries submitted pursuant hereto shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any
Underwriter or controlling person, or by or on behalf of the Company, and shall
survive delivery of the Securities to the Underwriters.

      SECTION 9.    Termination of Agreement.
                    ------------------------ 

      (a) Termination; General.  The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
Subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has

                                       25
<PAGE>
 
occurred any material adverse change in the financial markets in the United
States or the international financial markets, any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representatives, impracticable to market the Securities
or to enforce contracts for the sale of the Securities, or (iii) if trading in
any securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the
National Association of Securities Dealers, Inc. or any other governmental
authority, or (iv) if a banking moratorium has been declared by either Federal,
New York or Massachusetts authorities.

      (b) Liabilities.  If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

      SECTION 10.  Default by One or More of the Underwriters.  If one or more
                   ------------------------------------------                 
of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

          (a) if the number of Defaulted Securities does not exceed 10% of the
     number of Securities to be purchased on such date, the non-defaulting
     Underwriters shall be obligated, each severally and not jointly, to
     purchase the full amount thereof in the proportions that their respective
     underwriting obligations hereunder bear to the underwriting obligations of
     all non-defaulting Underwriters, or

          (b) if the number of Defaulted Securities exceeds 10% of the number of
     Securities to be purchased on such date, this Agreement or, with respect to
     any Date of Delivery which occurs after Closing Time, the obligation of the
     Underwriters to purchase and of the Company to sell the Option Securities
     to be purchased and sold on such Date of Delivery shall terminate without
     liability on the part of any non-defaulting Underwriter.

     No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

                                       26
<PAGE>
 
     In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after Closing
Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the Representatives or the Company shall have the
right to postpone Closing Time or the relevant Date of Delivery, as the case may
be, for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectuses or in any other documents
or arrangements. As used herein, the term "Underwriter" includes any person
substituted for a Underwriter under this Section.

      SECTION 11.  Notices.  All notices and other communications hereunder
                   -------                                                 
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.  Notices to the
Underwriters shall be directed to the Representatives at Riverfront Plaza, 901
East Byrd Street, Richmond, Virginia 23219, attention of James P. Walsh, Senior
Vice President; and notices to the Company shall be directed to it at 500
Turnpike Street, Canton, Massachusetts 02021, attention of James L. Monroe,
President.

      SECTION 12.  Parties.  This Agreement shall inure to the benefit of and be
                   -------                                                      
binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters,
the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.  This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters, the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation.  No purchaser of Securities from any Underwriter shall be deemed to
be a successor by reason merely of such purchase.

      SECTION 13.  GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED BY
                   ----------------------                                      
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EXCEPT AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

      SECTION 14.  Effect of Headings.  The Article and Section headings herein
                   ------------------                                          
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

                                       27
<PAGE>
 
     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.

                                            Very truly yours,

                                            MERKERT AMERICAN CORPORATION


                                            By
                                              --------------------------
                                              James L. Monroe
                                              President

                                            For the purposes of Section 4 of
                                            this Agreement only:

                                            MONROE & COMPANY LLC


                                            By
                                              --------------------------
                                              James L. Monroe
                                              President


 CONFIRMED AND ACCEPTED,
  as of the date first above written:


WHEAT FIRST UNION, a division of
  Wheat First Securities, Inc.
CLEARY GULL REILAND & McDEVITT INC.
SCOTT & STRINGFELLOW, INC.

By:  WHEAT FIRST UNION, a division of
       Wheat First Securities, Inc.
 
By 
   ------------------------------------------------------
                      Authorized Signatory

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.

                                       28
<PAGE>
 
                                   SCHEDULE A


                                                           Number of
                                                            Initial
Name of Underwriter                                       Securities
-------------------                                       ----------
 
Wheat First Union, a division of
   Wheat First Securities, Inc. .........................
Cleary Gull Reiland & McDevitt Inc. .....................
Scott & Stringfellow, Inc. ..............................
 
 
 
 
 
 
                                                          ---------

 
Total.................................................... 4,400,000
                                                          =========

                                    Sch A-1
<PAGE>
 
                                   SCHEDULE B

                          MERKERT AMERICAN CORPORATION

                        4,400,000 Shares of Common Stock
                           (Par Value $.01 Per Share)



          1.  The initial public offering price per share for the Securities,
     determined as provided in said Section 2, shall be $ _____.

          2.  The purchase price per share for the Securities to be paid by the
     several Underwriters shall be $ _____, being an amount equal to the initial
     public offering price set forth above less $ _____ per share; provided that
     the purchase price per share for any Option Securities purchased upon the
     exercise of the over-allotment option described in Section 2(b) shall be
     reduced by an amount per share equal to any dividends or distributions
     declared by the Company and payable on the Initial Securities but not
     payable on the Option Securities.


                                    Sch B-1
<PAGE>
 
                                   SCHEDULE C

                          List of persons and entities
                               subject to lock-up


John L. Brady, Sr.
14812 Hickory View Lane
Charlotte, NC  28273

Danny L. Broadwater
2964 Harlinsdale Drive
Rock Hill, SC  29730

Edward Cassorla
40 Bristol Road
West Newton, MA  02165

Kenneth D. Chipman
31 Robin Road
Norfolk, MA  02056

Robert Q. Crane
7 Mountview Road
Wellesley Hills, MA  02181

Thomas S. Fincher
9916 Pallisers Terrace
Charlotte, NC  28210

E. Ray Johnson
10721 Alexander Hill Drive
Charlotte, NC  28277

Manley J. Kiley, Jr.
35 Mill Pond Lane
Duxbury, MA  02332

Gerald R. Leonard
339 Far Reach Road
Westwood, MA  02090


                                    Sch C-1
<PAGE>
 
Eugene F. Merkert
2359 South Ocean Boulevard
Highland Beach, FL  33487-1834

EUGENE F. MERKERT
1984 REVOCABLE TRUST
Eugene F. Merkert, Trustee
2359 South Ocean Boulevard
Highland Beach, FL  33487-1834

EUGENE F. MERKERT 1991
CHARITABLE REMAINDER UNITRUST
Eugene F. Merkert, Trustee
2359 South Ocean Boulevard
Highland Beach, FL  33487-1834

MERKERT ENTERPRISES, INC.
EMPLOYEE STOCK OWNERSHIP TRUST
James A. Schlindwein, as Trustee and not individually
500 Turnpike Street
Canton, MA  02021

Monroe & Company II, LLC
8 Cedar Street
Suite 54A
Woburn, MA  01801
Attention: James L. Monroe

Sidney D. Rogers, Jr.
11 Day Street
Norfolk, MA  02056

Murray C. Rosen
11 Fairview Drive
N. Caldwell, NJ  07006


                                    Sch C-2
<PAGE>
 
                                                                       Exhibit A

                        [subject to further negotiation]

                      FORM OF OPINION OF COMPANY'S COUNSEL
                          TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)


     (i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

     (ii) The Company has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Underwriting
Agreement and the Combination Agreements.

     (iii)  The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction identified on
Schedule A attached hereto, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

     (iv) The authorized, issued and outstanding capital stock of the Company is
as set forth in the Prospectuses in the column entitled "As Adjusted" under the
caption "Capitalization" (except reservations, agreements or employee benefit
plans referred to in the Prospectus or pursuant to the exercise of convertible
securities or options referred to in the Prospectus); the shares of issued and
outstanding capital stock of the Company issued prior to Closing have been duly
authorized and validly issued and are fully paid and non-assessable;  and none
of the outstanding shares of capital stock of the Company was issued in
violation of preemptive or other similar rights of any securityholder of the
Company.

     (v) The Securities to be purchased by the Underwriters from the Company
have been duly authorized for issuance and sale to the Underwriters pursuant to
the Underwriting Agreement, and, when issued and delivered by the Company
pursuant to the Underwriting Agreement and the, against payment of the
consideration set forth in the Underwriting Agreement, will be validly issued
and fully paid and non-assessable and no holder of the Securities is or will be
subject to personal liability by reason of being such a holder.

     (vi) The issuance of the Securities is not subject to the preemptive or
other similar rights of any securityholder of the Company.

     (vii)      Each Subsidiary has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the 


                                      A-1
<PAGE>
 
Prospectuses and, is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction identified on Schedule A
attached hereto, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect; except as otherwise
disclosed in the Registration Statement, all of the issued and outstanding
capital stock of each Subsidiary has been duly authorized and validly issued, is
fully paid and non-assessable and, after giving effect to the Combination, will
be owned by the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of
the outstanding shares of capital stock of any Subsidiary was issued in
violation of the preemptive or similar rights of any securityholder of such
Subsidiary.

     (viii) The Underwriting Agreement and the Joinder Agreement have been
duly authorized, executed and delivered by the Company.

     (ix) The Registration Statement, including any Rule 462(b) Registration
Statement, has been declared effective under the 1933 Act; any required filing
of the Prospectus pursuant to Rule 424(b) has been made in the manner and within
the time period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued under the 1933 Act and no proceedings for that purpose
have been instituted or are pending or threatened by the Commission.

     (x) The Registration Statement, including any Rule 462(b) Registration
Statement and the Rule 430A Information, if applicable, the Prospectus and each
amendment or supplement to the Registration Statement and the Prospectus as of
their respective effective or issue dates (other than the financial statements
and supporting schedules included therein or omitted therefrom and the exhibits
to the Registration Statement, as to which we need express no opinion) complied
as to form in all material respects with the requirements of the 1933 Act and
the 1933 Act Regulations.

     (xi) The form of certificate used to evidence the Common Stock complies in
all material respects with all applicable statutory requirements, with any
applicable requirements of the charter and by-laws of the Company, and the
requirements of NASDAQ.

     (xii)      To the knowledge of such counsel, there is not pending or
threatened any action, suit, proceeding, inquiry or investigation, to which the
Company or any Subsidiary is a party, or to which the property of the Company or
any Subsidiary is subject, before or brought by any court or governmental agency
or body, domestic or foreign, which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to materially and
adversely affect the consummation of the transactions contemplated in the
Underwriting Agreement and the Combination Agreements or the performance by the
Company of its obligations thereunder.


                                      A-2
<PAGE>
 
     (xiii)  The information in the Prospectus under "Risk Factors -- Anti-
takeover Effect of Certificate of Incorporation and By-Law Provisions and
Delaware Law," "The Combination," "Business -- Litigation," "Management -- Board
of Directors," "Certain Transactions," "Principal Stockholders," "Description of
Capital Stock," and "Shares Eligible for Future Sale," and in the Registration
Statement under Items 14 and 15, to the extent that it constitutes matters of
law, summaries of legal matters, the Company's charter and by-laws or legal
proceedings, or legal conclusions, has been reviewed by us and is correct in all
material respects.

     (xiv)  To the knowledge of such counsel, there are no statutes or
regulations that are required to be described in the Prospectus that are not
described as required.

     (xv) To the knowledge of such counsel, all descriptions in the Registration
Statement of contracts and other documents to which the Company or its
Subsidiaries are a party are accurate in all material respects; there are no
franchises, contracts, indentures, mortgages, loan agreements, notes, leases or
other instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto,
and the descriptions thereof or references thereto are correct in all material
respects.

     (xvi)  Neither the Company nor any subsidiary is in violation of its
charter or by-laws and no default by the Company or any subsidiary exists in the
due performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or other agreement or instrument that is described or referred to in the
Registration Statement or the Prospectus or filed or incorporated by reference
as an exhibit to the Registration Statement.

     (xvii)  No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than under the 1933 Act and the
1933 Act Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of any jurisdiction, or as may be required or which
have been made in connection with the Combination, including all applicable
requirements, if any, of state takeover laws, the pre-merger notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations thereunder as to which no opinion is
rendered) is necessary or required in connection with the due authorization,
execution and delivery of the Underwriting Agreement and the Combination
Agreements or for the offering, issuance, sale or delivery of the Securities.

     (xviii)    The execution, delivery and performance of the Underwriting
Agreement and the Combination Agreements and the consummation of the
transactions contemplated in the Underwriting Agreement, the Combination
Agreements, and in the Registration Statement (including the issuance and sale
of the Securities, and the use of the proceeds from the sale of the Securities
as described in the Prospectus under the caption "Use Of Proceeds"), and
compliance by the Company with its obligations under the Underwriting Agreement,
and the Combination


                                      A-3
<PAGE>
 
Agreements, do not and will not, whether with or without the giving of notice
or lapse of time or both, conflict with or constitute a breach of, or default or
Repayment Event (as defined in Section 1(a)(x) of the Underwriting Agreement)
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any Subsidiary
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or any other agreement or instrument, known to us, to
which the Company or any Subsidiary is a party or by which it or any of them may
be bound, or to which any of the property or assets of the Company or any
Subsidiary is subject (except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not have a Material Adverse Effect), nor will
such action result in any violation of (i) the provisions of the charter or by-
laws of the Company or any Subsidiary, or (ii) any applicable law, statute,
rule, regulation, judgment, order, writ or decree, known to us, of any
government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Subsidiary or any of their respective
properties, assets or operations, except with respect to this clause (ii), any
such violation which could reasonably be expected to have a Material Adverse
Effect.

     (xix)  Except as disclosed in the Prospectus under "Shares Eligible for
Future Sale --Registration Rights," to the knowledge of such counsel, there are
no persons with registration rights or other similar rights to have any
securities registered pursuant to the Registration Statement or otherwise
registered by the Company under the 1933 Act.

     (xx) The Company is not an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the 1940 Act.

     (xxi)  The Combination and the Combination Agreements have been duly
and validly authorized by the Company and all the necessary governmental
filings, consents and approvals required to be obtained or made in connection
therewith have been obtained by the Company and are in full force and effect on
the on the date hereof.  The Combination has become effective on or prior to the
date hereof and was consummated in accordance with the provisions of the
Combination Agreements and complies in all material respects with all applicable
state and federal laws and regulations.

     Nothing has come to our attention that would lead us to believe that the
Registration Statement or any amendment thereto, including the Rule 430A
Information (if applicable), (except for financial statements and schedules and
other financial data included therein or omitted therefrom, as to which we need
make no statement), at the time such Registration Statement or any such
amendment became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus or any
amendment or supplement thereto (except for financial statements and schedules
and other financial data included therein or omitted therefrom, as to which we
need make no statement), at the time the Prospectus were issued, at the time any
such amended or supplemented prospectus was issued or at the Closing Time,
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order


                                      A-4
<PAGE>
 
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

     In rendering such opinion, such counsel may rely (i) as to matters of fact
(but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials, and
(ii) on counsel to Merkert and Rogers with respect to matters related to Merkert
and Rogers.  Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other
document relating to legal opinions, including, without limitation, the Legal
Opinion Accord of the ABA Section of Business Law (1991).



                                      A-5
<PAGE>
 
  [Form of lock-up from directors, officers or other stockholders pursuant to
                                 Section 5(i)]

                                                                       Exhibit B

                                               _____, 1998

WHEAT FIRST UNION, a division of
   Wheat First Securities, Inc.
Cleary Gull Reiland & McDevitt Inc.
Scott & Stringfellow, Inc.
   as Representatives of the several
  Underwriters to be named in the
   within-mentioned Underwriting Agreement
c/o  Wheat First Union
   Riverfront Plaza
   901 East Byrd Street
   Richmond, Virginia 23219

   Re:    Proposed Public Offering by Merkert American Corporation
          --------------------------------------------------------

Dear Sirs:

   The undersigned, a stockholder [and an officer and/or director] of Merkert
American Corporation, a Delaware corporation (the "Company"), understands that
Wheat First Union, a division of Wheat First Securities, Inc. ("Wheat First
Union"), Cleary Gull Reiland & McDevitt Inc. and Scott & Stringfellow, Inc. 
propose to enter into an Underwriting Agreement (the "Underwriting Agreement")
with the Company providing for the public offering of shares (the "Securities")
of the Company's common stock, par value $.01 per share (the "Common Stock"). In
recognition of the benefit that such an offering will confer upon the
undersigned as a stockholder [and an officer and/or director] of the Company,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned agrees with each underwriter to
be named in the Underwriting Agreement that, during a period of 180 days from
the date of the Underwriting Agreement, the undersigned will not, without the
prior written consent of First Union, directly or indirectly, (a) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant for the sale of,
or otherwise dispose of or transfer any shares of the Company's Common Stock or
any securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition, or
file any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing or


                                      B-1
<PAGE>
 
(b) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Stock, whether any such swap or transaction is to be
settled by delivery of Common Stock or other securities, in cash or otherwise.
Notwithstanding the foregoing, the following transfers shall be permitted for
all purposes hereunder:  (i) in the case of the Merkert Enterprises, Inc.
Employee Stock Ownership Trust (the "ESOP Trust") any disposition of shares of
Common Stock (x) in connection with the termination of the Merkert Enterprises,
Inc. Employee Stock Ownership Plan (the "ESOP") and (y) in connection with the
termination of any employee of the Company or of its wholly-owned subsidiary
Merkert Enterprises, Inc. who is a participant in the ESOP, and (ii) in the case
of all holders of shares of Common Stock, the disposition of shares of Common
Stock as bona fide gifts, subject, in each of the foregoing cases, to the
execution by the transferee of any such shares of Common Stock of a written
agreement which shall be delivered to the addressees hereof, stating that such
transferee agrees to be bound by the provisions of this letter with respect to
any remaining portion of the lock-up period applying to any shares of Common
Stock so transferred; provided that, with respect to clause (i)(y) above, the
Company shall use its reasonable best efforts to obtain such written agreement.

                              Very truly yours,



                              Signature:
                                        -------------------------------------
 
                              Print Name:
                                         ------------------------------------


                                      B-2
<PAGE>
 
                                                                         Annex A



         [FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(e)]

We are independent public accountants with respect to the Company within the
meaning of the 1933 Act and the applicable published 1933 Act Regulations.

     (i) in our opinion, the audited financial statements and the related
   financial statement schedules included in the Registration Statement and the
   Prospectus comply as to form in all material respects with the applicable
   accounting requirements of the 1933 Act and the published rules and
   regulations thereunder;

     (ii) on the basis of procedures (but not an examination in accordance with
   generally accepted auditing standards) consisting of a reading of the
   unaudited interim consolidated financial statements of each of the Company,
   Merkert and Rogers for the nine-month period ended September 30, 1998
   included in the Registration Statement and the Prospectus (the "three-month
   financials"), a reading of the minutes of all meetings of the stockholders
   and directors of each of the Company, Merkert and Rogers, since January 1,
   1998, inquiries of certain officials of the Company, Merkert and Rogers,
   responsible for financial and accounting matters, a review of interim
   financial information in accordance with standards established by the
   American Institute of Certified Public Accountants in Statement on Auditing
   Standards No. 71, Interim Financial Information ("SAS 71"), with respect to
   the nine-month financials and such other inquiries and procedures as may be
   specified in such letter, nothing came to our attention that caused us to
   believe that:

          (A) the nine-month financials of each of the Company, Merkert and
   Rogers included in the Registration Statement and the Prospectus do not
   comply as to form in all material respects with the applicable accounting
   requirements of the 1933 Act and the 1933 Act Regulations applicable to
   unaudited interim financial statements included in registration statements or
   any material modifications should be made to the nine-month financials
   included in the Registration Statement and the Prospectus for them to be in
   conformity with generally accepted accounting principles;

          (B) at a specified date not more than five days prior to the date of
   this Agreement, there was any change in the capital stock of Merkert or
   Rogers, or any decrease in the consolidated net current assets of Merkert or
   Rogers, or any increase in the long-term debt of Merkert or Rogers, or any
   increase in stockholders' deficit of Merkert or decrease in the stockholders'
   equity of Rogers, in each case as compared with amounts shown in the latest
   balance sheet included in the Registration Statement, except in each


                                   Annex A-1
<PAGE>
 
   case for changes, decreases or increases that the Registration Statement
   discloses have occurred or may occur; or

          (C) for the period from December 31, 1998 to September 30, 1998 and
   for the period from October 1, 1998 to a specified date not more than five
   days prior to the date of this Agreement, there was any decrease in the
   consolidated revenues of Merkert or Rogers, or an increase in the
   consolidated net loss before provision for income taxes or net loss of
   Merkert or any decrease in the consolidated income before provision for
   income taxes or net income of Rogers in each case as compared with the
   comparable period in the preceding year, except in each case for any
   decreases that the Registration Statement discloses have occurred or may
   occur;

     (iii)  based upon the procedures set forth in clause (ii) above and a
   reading of the Selected Financial Data included in the Registration
   Statement, nothing came to our attention that caused us to believe that the
   Selected Financial Data included in the Registration Statement do not comply
   as to form in all material respects with the disclosure requirements of Item
   301 of Regulation S-K of the 1933 Act;

     (iv) we have compared the information in the Registration Statement under
   selected captions with the disclosure requirements of Regulation S-K of the
   1933 Act and on the basis of limited procedures specified herein, nothing
   came to our attention that caused us to believe that this information does
   not comply as to form in all material respects with the disclosure
   requirements of Items 302 and 402, respectively, of Regulation S-K;

     (v) we are unable to and do not express any opinion on the Pro Forma
   Combined Statement of Operations (the "Pro Forma Statement") included in the
   Registration Statement or on the pro forma adjustments applied to the
   historical amounts included in the Pro Forma Statement; however, for purposes
   of this letter we have:

          (A)   read the Pro Forma Statement;

          (B) performed a review in accordance with SAS 71 of the financial
   statements to which the pro forma adjustments were applied;

          (C) made inquiries of certain officials of the Company and its
   subsidiaries, Merkert and Rogers, who have responsibility for financial and
   accounting matters about the basis for their determination of the pro forma
   adjustments and whether the Pro Forma Statement complies as to form in all
   material respects with the applicable accounting requirements of Rule 11-02
   of Regulation S-X; and

          (D) proved the arithmetic accuracy of the application of the pro forma
   adjustments to the historical amounts in the Pro Forma Statement; and


                                   Annex A-2
<PAGE>
 
   on the basis of such procedures and such other inquiries and procedures as
   specified herein, nothing came to our attention that caused us to believe
   that the Pro Forma Statement included in the Registration Statement does not
   comply as to form in all material respects with the applicable requirements
   of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not
   been properly applied to the historical amounts in the compilation of those
   statements; and

     (vi) in addition to the procedures referred to in clause (ii) above, we
   have performed other procedures, not constituting an audit, with respect to
   certain amounts, percentages, numerical data and financial information
   appearing in the Registration Statement, which are specified herein, and have
   compared certain of such items with, and have found such items to be in
   agreement with, the accounting and financial records of the Company, Merkert
   and Rogers.


                                   Annex A-3
<PAGE>
 
                                                                         Annex B

                          [FORM OF JOINDER AGREEMENT]


     JOINDER AGREEMENT, dated as of December ___, 1998, among Merkert
Enterprises, Inc., a Massachusetts corporation ("Merkert"), Rogers-American
Company, Inc., a North Carolina corporation ("Rogers"), and Wheat First Union, a
division of Wheat First Securities, Inc., Cleary Gull Reiland & McDevitt Inc.
and Scott & Stringfellow, Inc., as representatives of the underwriters named in
Schedule A (collectively, the "Underwriters") to the Underwriting Agreement
dated December ___, 1998 (the "Underwriting Agreement"), among Merkert American
Corporation, a Delaware corporation (the "Company"), and the Underwriters (the
Underwriters together with the Company are referred to herein as the "Parties").
All capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Underwriting Agreement.

     WHEREAS, the Underwriting Agreement has been executed and delivered by the
Parties in connection with the purchase and sale of the Securities of the
Company;

     WHEREAS, upon the consummation of the purchase and sale of the Securities
as contemplated in the Underwriting Agreement, the Company will acquire in two
separate transactions all the outstanding capital stock of each of Merkert and
Rogers pursuant to the terms of two stock purchase agreements (such transactions
being the "Combination");

     WHEREAS, simultaneously with the consummation of the Combination and the
purchase and sale of the Securities pursuant to the Underwriting Agreement, the
Parties intend that Merkert and Rogers will become parties to the Underwriting
Agreement, and become bound to certain provisions contained therein pursuant to
the terms of this Joinder Agreement, as if each of Merkert and Rogers were an
original party to the Underwriting Agreement;

     NOW, THEREFORE, each of Merkert and Rogers hereby agrees as follows:

      SECTION 1.   Representations and Warranties of Merkert and Rogers.  Each
                   ----------------------------------------------------       
of Merkert and Rogers, severally, represents and warrants to each Underwriter,
as to itself only, as of the date hereof, and if the date hereof is different
than the Closing Time, as of the Closing Time, and as of each Date of Delivery
(if any), and agrees with each Underwriter, as follows:

     (a) each representation and warranty applicable to it in Section 1(a) of
the Underwriting Agreement, specifically paragraphs (i), (iii), (iv), (vi),
(xii), (xvii), (xix) and (xxi) contained therein, shall be true and correct.

     (b) This Joinder Agreement has been duly authorized, executed and delivered
by it.

     (c) The execution, delivery and performance of this Joinder Agreement, and
the transactions contemplated in this Joinder Agreement and in the Underwriting
Agreement, and compliance by it with its obligations under this Joinder
Agreement and in the Underwriting Agreement, have been duly authorized by all
necessary corporate action and do not and will not,


                                   Annex B-1
<PAGE>
 
whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or Repayment Event under, or
result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of it pursuant to, the Agreements and Instruments (except for
such conflicts, breaches or defaults or liens, charges or encumbrances that
would not result in a Material Adverse Effect), nor will such action result in
any violation of the provisions of the charter or by-laws of it or any
applicable law, statute, rule, regulation, judgment, order, writ or decree of
any government, government instrumentality or court, domestic or foreign, having
jurisdiction over it or any of its assets, properties or operations.

     (d) There is no action, suit, proceeding, inquiry or investigation before
or brought by any court or governmental agency or body, domestic or foreign, now
pending, or, to its knowledge, threatened, against or affecting it, which might
reasonably be expected to result in a material adverse effect in the condition
(financial or otherwise), or in the earnings, business affairs or business
prospects of Merkert or Rogers, as the case may be, or which might reasonably be
expected to materially and adversely affect the consummation of the transactions
contemplated in this Joinder Agreement and in the Underwriting Agreement, or the
performance of its obligations hereunder or thereunder.

     SECTION 2.  Indemnification.  Merkert and Rogers jointly and severally
                 ---------------                                           
agree (a) to indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act, in accordance with the provisions of Section
6 of the Underwriting Agreement to the same extent as the Company is so
obligated thereunder and (b) to be subject to the provisions relating to
contribution contained in Section 7 of the Underwriting Agreement, to the same
extent as the Company is be so obligated thereunder.

     SECTION 3.  Representations, Warranties and Agreements to Survive Delivery.
                 -------------------------------------------------------------- 
All representations, warranties and agreements contained in this Joinder
Agreement shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of Merkert or Rogers, and shall survive delivery of the
Securities to the Underwriters.

     SECTION 4.  Governing Law.  This Joinder Agreement shall be governed by and
                 -------------                                                  
construed in accordance with the laws of the State of New York.

     SECTION 5.  Opinions of Counsels for Merkert and Rogers.  At Closing Time,
                 -------------------------------------------                   
the U.S. Representatives shall have received the favorable opinion dated as of
Closing Time, of _______________, counsel for Merkert, and _______________,
counsel for Rogers, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letters for each
of the other Underwriters to the effect set forth in Exhibit A hereto and to
such further effect as counsel to the Underwriters may reasonably request.

     SECTION 6.  Joinder with Underwriting Agreement.  This Joinder Agreement
                 -----------------------------------                         
shall be attached as an exhibit to, and shall be read together with and
construed as part of, the Underwriting Agreement.


                                   Annex B-2
<PAGE>
 
     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to each of the Representatives a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the Underwriters, Merkert and Rogers in accordance with its
terms.


                              Very truly yours,

                              MERKERT ENTERPRISES, INC.



                              By 
                                 ________________________
                                 Title:


                              ROGERS-AMERICAN COMPANY, INC.



                              By 
                                 _________________________
                                 Title:


CONFIRMED AND ACCEPTED,
     as of the date first above written:


WHEAT FIRST UNION, a division of
   Wheat First Securities, Inc.
CLEARY GULL REILAND & MCDEVITT INC.
SCOTT & STRINGFELLOW, INC.

By: WHEAT FIRST UNION


By 
   __________________________________________
                 Authorized Signatory

For themselves and as Representatives of the other Underwriters named in
Schedule A to the Underwriting Agreement.


                                   Annex B-3
<PAGE>
 
                                                                       Exhibit A



                        [FORM OF OPINION TO BE DELIVERED
                       BY COUNSEL TO MERKERT AND ROGERS]


     (i) The Joinder Agreement has been duly authorized, executed and delivered
by it and is in full force and effect.

     (ii) There is not pending or threatened any action, suit, proceeding,
inquiry or investigation, to which Merkert or Rogers, as the case may be, or any
subsidiary of Merkert or Rogers is a party, or to which the property of Merkert
or Rogers, as the case may be, or any subsidiary of Merkert or Rogers is
subject, before or brought by any court or governmental agency or body, domestic
or foreign, which might reasonably be expected to result in a Material Adverse
Effect, or which might reasonably be expected to materially and adversely affect
the properties or assets thereof or the consummation of the transactions
contemplated in the Joinder Agreement, or by the performance of Merkert or
Rogers, as the case may be, of their obligations thereunder.

     (iii)  No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than under the 1933 Act and the
1933 Act Regulations, which have been obtained, or as may be required or which
have been made in connection with the Combination, including all applicable
requirements, if any, of state takeover laws, the pre-merger notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations thereunder) is necessary or required in
connection with the due authorization, execution and delivery of the Joinder
Agreement.

     (iv) The execution, delivery and performance of the Joinder Agreement and
the consummation of the transactions contemplated therein, and compliance by
Merkert or Rogers, as the case may be, with their obligations under the Joinder
Agreement, do not and will not, whether with or without the giving of notice or
lapse of time or both, conflict with or constitute a breach of, or default or
Repayment Event (as defined in Section 1(a)(x) of the Underwriting Agreement)
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of Merkert or Rogers, as the case may
be, or any subsidiary of Merkert or Rogers pursuant to, any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or any other
agreement or instrument, known to us, to which Merkert or Rogers, as the case
may be, or any subsidiary or Merkert or Rogers is a party or by which it or any
of them may be bound, or to which any of the property or assets of Merkert or
Rogers, as the case may be, or any subsidiary of Merkert or Rogers is subject
(except for such conflicts, breaches or


                                   Annex B-4
<PAGE>
 
defaults or liens, charges or encumbrances that would not have a Material
Adverse Effect), nor will such action result in any violation of the provisions
of the charter or by-laws of Merkert or Rogers, as the case may be, or any
subsidiary of Merkert or Rogers, or any applicable law, statute, rule,
regulation, judgment, order, writ or decree, known to us, of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over Merkert or Rogers, as the case may be, or any subsidiary of Merkert or
Rogers or any of their respective properties, assets or operations.

                                   Annex B-5