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                                                                     Exhibit 1.1

                            Plumtree Software, Inc.

                   Common Stock, $0.001 par value per share

                                 ____________

                            Underwriting Agreement
                            ----------------------

                                                                       , 2002

Goldman, Sachs & Co.
J. P. Morgan Securities Inc.
RBC Dain Rauscher Inc.
   As representatives of the several Underwriters
     named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

         Plumtree Software, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of 5,000,000 shares (the "Firm Shares") and, at the election of the
Underwriters, up to 750,000 additional shares (the "Optional Shares") of Common
Stock, $0.001 par value per share ("Stock") of the Company (the Firm Shares and
the Optional Shares that the Underwriters elect to purchase pursuant to Section
2 hereof being collectively called the "Shares").

         1.    The Company represents and warrants to, and agrees with, each of
the Underwriters that:

         (a)   A registration statement on Form S-1 (File No. 333-45950) (the
"Initial Registration Statement") in respect of the Shares has been filed with
the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered to you, and, excluding exhibits thereto, to you for
each of the other Underwriters, have been declared effective by the Commission
in such form; other than a registration statement, if any, increasing the size
of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Act"), which became
effective upon filing, no other document with respect to the Initial
Registration Statement has heretofore been filed with the Commission; and no
stop order suspending the effectiveness of the Initial Registration Statement,
any post-effective amendment thereto or the Rule 462(b) Registration Statement,
if any, has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the Initial
Registration Statement or filed with the Commission pursuant to Rule 424(a) of
the rules and regulations of the Commission under the Act is hereinafter called
a "Preliminary Prospectus"); the
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various parts of the Initial Registration Statement and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and including the
information contained in the form of final prospectus filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and
deemed by virtue of Rule 430A under the Act to be part of the Initial
Registration Statement at the time it was declared effective, each as amended at
the time such part of the Initial Registration Statement became effective or
such part of the Rule 462(b) Registration Statement, if any, became or hereafter
becomes effective, are hereinafter collectively called the "Registration
Statement"; and such final prospectus, in the form first filed pursuant to Rule
424(b) under the Act, is hereinafter called the "Prospectus";

         (b)   No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary Prospectus,
at the time of filing thereof, conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman, Sachs & Co. expressly for use therein;

          (c)  The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder and do not and will
not, as of the applicable effective date as to the Registration Statement and
any amendment thereto, and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, 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; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Company by an Underwriter through Goldman, Sachs & Co. expressly for use
therein;

         (d)   Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included in the
Prospectus any loss or interference with its business 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, in each case except as
would not, individually or in the aggregate, have a material adverse effect on
the Company's business, financial condition or results of operations (a
"Material Adverse Effect"), otherwise than as set forth or contemplated in the
Prospectus; and, since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any change in
the capital stock (other than issuances of Stock upon the exercise of Stock
options previously granted pursuant to the Company's existing Stock plans
approved by the Board of Directors of the Company or the exercise of outstanding
warrants or shares issued in connection with the Agreement and Plan of Merger
dated [______, 2002] (the "Plan of Merger") by and between the Company and
Plumtree Software, Inc., a California corporation ("Plumtree California")) or
long-term debt of the Company or any of its subsidiaries or any material adverse
change, or any event which would reasonably be likely to have a prospective
material adverse change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries, otherwise than as set forth or contemplated in the
Prospectus;
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         (e)   The Company and its subsidiaries own no real property and have
good and marketable title to all personal property owned by them, in each case
free and clear of all liens, encumbrances and defects except such as are
described in the Prospectus or such as do not materially affect the value of
such property and do not materially interfere with the use made or proposed to
be made of such property by the Company and its subsidiaries; and any real
property and buildings held under lease by the Company and its subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company and its subsidiaries;

         (f)   The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of Delaware, with power and
authority (corporate and other) to own its properties and conduct its business
as described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except where the
failure to be so qualified or to be in good standing as a foreign corporation
would not, individually or in the aggregate, have a Material Adverse Effect.
Each subsidiary of the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its jurisdiction of
incorporation;

         (g)   The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable
and conform to the description of the Stock and other classes and series of
capital stock of the Company contained in the Prospectus; and all of the issued
shares of capital stock of each subsidiary of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable and (except for
directors' qualifying shares) are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims;

         (h)   The unissued Shares to be issued and sold by the Company to the
Underwriters hereunder have been duly and validly authorized and, when issued
and delivered against payment therefor as provided herein, will be duly and
validly issued and fully paid and non-assessable and will conform to the
description of the Stock contained in the Prospectus;

         (i)   The issue and sale of the Shares by the Company and the
compliance by the Company with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, except for any conflict, breach, violation or default
that would not have, individually or in the aggregate, a Material Adverse
Effect, nor will such action result in any violation of the provisions of the
Certificate of Incorporation or By-laws of the Company or any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Shares or the consummation by the Company
of the transactions contemplated by this Agreement, except the registration
under the Act of the Shares and such consents, approvals, authorizations,
registrations or qualifications as may be required under
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state securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters;

         (j)   Neither the Company nor any of its subsidiaries is in violation
of its Certificate of Incorporation or By-laws or in default in the performance
or observance of any material obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or
other agreement or instrument to which it is a party or by which it or any of
its properties may be bound, except for any violation or default that would not
have, individually or in the aggregate, a Material Adverse Effect;

         (k)   The statements set forth in the Prospectus under the caption
"Description of Capital Stock", insofar as they purport to constitute a summary
of the terms of the Stock, and under the caption "Underwriting", insofar as they
purport to describe the provisions of the laws and documents referred to
therein, are accurate and complete in all material respects;

         (l)   Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is
the subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse
Effect; and, to the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;

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

         (n)   Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes;

         (o)   Arthur Andersen LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder;

         (p)   Except as disclosed in the Prospectus, the Company and its
subsidiaries own, possess or can acquire on reasonable terms, adequate
trademarks, trade names and other rights to inventions, know-how, patents,
copyrights, confidential information and other intellectual property
(collectively, "intellectual property rights") reasonably necessary to conduct
the business now operated by them, or presently employed by them, and have not
received any notice of infringement of or conflict with asserted rights of
others with respect to any intellectual property rights that, if determined
adversely to the Company or any of its subsidiaries, would individually or in
the aggregate have a Material Adverse Effect;

         (q)   The Plan of Merger has been duly authorized by all necessary
board of directors and stockholder action on the part of the Company and
Plumtree California and has been duly executed and delivered by each of the
parties thereto. The execution and delivery of the Plan of Merger and the
consummation of the merger contemplated thereby did not and does not contravene
any statute, rule, regulation, judgment, decree or order of any governmental
agency or body or any court, domestic or
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foreign, having jurisdiction over the Company or Plumtree California or any of
their properties, or any agreement or instrument to which the Company or
Plumtree California is a party or by which either of them is bound or to which
any of their properties is subject (except for instances of contravention which
would not individually or in the aggregate have a Material Adverse Effect), or
the certificate of incorporation or bylaws of the Company or the articles of
incorporation or bylaws of Plumtree California, and no consent, approval,
authorization or order of or qualification with any governmental agency or body
or court is required for the performance by the Company or Plumtree California
of its respective obligations under the Plan of Merger except such as have been
obtained and such whose absence would not individually or in the aggregate have
a Material Adverse Effect;

         (r)   The Company does not have any material subsidiaries.

         2.    Subject to the terms and conditions herein set forth,
(a) the Company agrees to issue and sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the
Company, at a purchase price per share of $................, the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto and
(b) in the event and to the extent that the Underwriters shall exercise the
election to purchase Optional Shares as provided below, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the purchase price
per share set forth in clause (a) of this Section 2, that portion of the number
of Optional Shares as to which such election shall have been exercised (to be
adjusted by you so as to eliminate fractional shares) determined by multiplying
such number of Optional Shares by a fraction, the numerator of which is the
maximum number of Optional Shares which such Underwriter is entitled to purchase
as set forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.

         The Company hereby grants to the Underwriters the right to purchase at
their election up to 750,000 Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering sales of
shares in excess of the number of Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

         3.    Upon the authorization by you of the release of the Firm Shares,
the several Underwriters propose to offer the Firm Shares for sale upon the
terms and conditions set forth in the Prospectus.

         4.    (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company shall be delivered by or on behalf of the Company to
Goldman, Sachs & Co., through the facilities of the Depository Trust Company
("DTC"), for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by wire transfer of Federal
(same-day) funds to the account specified by the Company to Goldman, Sachs & Co.
at least forty-eight hours in advance. The Company will
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cause the certificates representing the Shares to be made available for checking
and packaging at least twenty-four hours prior to the Time of Delivery (as
defined below) with respect thereto at the office of DTC or its designated
custodian (the "Designated Office"). The time and date of such delivery and
payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City
time, on ............., 2002, or such other time and date as Goldman, Sachs &
Co. and the Company may agree upon in writing, and, with respect to the Optional
Shares, 9:30 a.m., New York time, on the date specified by Goldman, Sachs & Co.
in the written notice given by Goldman, Sachs & Co. of the Underwriters'
election to purchase such Optional Shares, or such other time and date as
Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and
date for delivery of the Firm Shares is herein called the "First Time of
Delivery", such time and date for delivery of the Optional Shares, if not the
First Time of Delivery, is herein called the "Second Time of Delivery", and each
such time and date for delivery is herein called a "Time of Delivery".

         (b)   The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7(j) hereof, will be delivered at the offices
of Wilson, Sonsini, Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California
(the "Closing Location"), and the Shares will be delivered at the Designated
Office, all at such Time of Delivery. A meeting will be held at the Closing
Location at 3:00 p.m., Palo Alto, California time, on the New York Business Day
next preceding such Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

         5.    The Company agrees with each of the Underwriters:

         (a)   To prepare the Prospectus in a form approved by you and to file
such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule 430A(a)(3) under the Act; to make no further
amendment or any supplement to the Registration Statement or Prospectus which
shall be disapproved by you promptly after reasonable notice thereof; to advise
you, promptly after it receives notice thereof, of the time when any amendment
to the Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed and to
furnish you with copies thereof; to advise you, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or
prospectus, of the suspension of the qualification of the Shares for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or prospectus or
suspending any such qualification, promptly to use its best efforts to obtain
the withdrawal of such order;

         (b)   Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Shares, provided that
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in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;

         (c)   Prior to 10:00 A.M., New York City time, on the New York Business
Day next succeeding the date of this Agreement and from time to time, to furnish
the Underwriters with written and electronic copies of the Prospectus in New
York City in such quantities as you may reasonably request, and, if the delivery
of a prospectus is required at any time prior to the expiration of nine months
after the time of issue of the Prospectus in connection with the offering or
sale of the Shares and if at such time any event shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such period to amend or
supplement the Prospectus in order to comply with the Act, to notify you and
upon your request to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many written and electronic copies as you may
from time to time reasonably request of an amended Prospectus or a supplement to
the Prospectus which will correct such statement or omission or effect such
compliance, and in case any Underwriter is required to deliver a prospectus in
connection with sales of any of the Shares at any time nine months or more after
the time of issue of the Prospectus, upon your request but at the expense of
such Underwriter, to prepare and deliver to such Underwriter as many written and
electronic copies as you may request of an amended or supplemented Prospectus
complying with Section 10(a)(3) of the Act;

         (d)   To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
thereunder (including, at the option of the Company, Rule 158);

         (e)   During the period beginning from the date hereof and continuing
to and including the date 180 days after the date of the Prospectus, not to
offer, sell, contract to sell or otherwise dispose of, except as provided
hereunder any securities of the Company that are substantially similar to the
Shares, including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities (other than (A) pursuant to employee stock
option plans existing on, or upon the conversion or exchange of convertible or
exchangeable securities outstanding as of, the date of this Agreement or (B) the
issuance of securities as consideration in connection with any acquisition
transaction or strategic partnership not primarily for equity financing
purposes, provided that the holders of such securities agree with Goldman, Sachs
& Co. in writing not to offer, sell, contract to sell or otherwise dispose of
such securities during the same 180 day period, and provided further that the
aggregate number of shares or other securities issued in connection with such
acquisition transactions or strategic partnerships shall not exceed five percent
(5%) of the number of shares of Stock of the Company outstanding on the date of
issuance), without your prior written consent;

         (f)   To furnish to its stockholders as soon as practicable after the
end of each fiscal year an annual report (including a balance sheet and
statements of income, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries certified by independent public accountants) and, as
soon as practicable after the end of each of the first three quarters of each
fiscal year
<PAGE>

(beginning with the fiscal quarter ending after the effective date of the
Registration Statement), to make available to its stockholders consolidated
summary financial information of the Company and its subsidiaries for such
quarter in reasonable detail;

         (g)   During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you (i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed; and (ii)
such additional information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);

         (h)   To use the net proceeds received by it from the sale of the
Shares pursuant to this Agreement in the manner specified in the Prospectus
under the caption "Use of Proceeds";

         (i)   To use its best efforts to list for quotation the Shares on the
Nasdaq National Market ("Nasdaq");

         (j)   To file with the Commission such information on Form 10-Q or Form
10-K as may be required by Rule 463 under the Act;

         (k)   If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act;
and

         (l)   Upon request of any Underwriter, to furnish, or cause to be
furnished, to such Underwriter an electronic version of the Company's
trademarks, servicemarks and corporate logo for use on the website, if any,
operated by such Underwriter for the purpose of facilitating the on-line
offering of the Shares (the "License"); provided, however, that the License
shall be used solely for the purpose described above, is granted without any fee
and may not be assigned or transferred.

         6.    The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum,
closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Shares;
(iii) all expenses in connection with the qualification of the Shares for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey
(iv) all fees and expenses in connection with listing the Shares on Nasdaq; (v)
the filing fees incident to, and the fees and disbursements of
<PAGE>

counsel for the Underwriters up to $_________ (amounts in excess $_______ shall
be paid 50% by the Company and 50% by the Underwriters) in connection with,
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Shares; (vi) the cost of preparing stock
certificates; (vii) the cost and charges of any transfer agent or registrar; and
(viii) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section,
and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees of their counsel, stock transfer taxes on
resale of any of the Shares by them, and any "tombstone" or similar advertising
expenses connected with any offers they may make.

         7.    The obligations of the Underwriters hereunder, as to the Shares
to be delivered at each Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of
the Company herein are, at and as of such Time of Delivery, true and correct,
the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:

         (a)   The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section 5(a)
hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., Washington,
D.C. time, on the date of this Agreement; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable
satisfaction;

         (b)   Pillsbury Winthrop LLP, counsel for the Underwriters, shall have
furnished to you such written opinion or opinions (a draft of each such opinion
is attached as Annex II(a) hereto), dated such Time of Delivery, with respect to
the incorporation of the Company, the validity of the Shares, the Registration
Statement, the Prospectus and such other related matters as you may reasonably
request, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;

         (c)   Wilson, Sonsini, Goodrich & Rosati, counsel for the Company,
shall have furnished to you their written opinion (a draft of such opinion is
attached as Annex II(b) hereto), dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:

               (i)  The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the
         Delaware, with power and authority (corporate and other) to own its
         properties and conduct its business as described in the Prospectus;

               (ii) The Company has an authorized capitalization as set forth
         in the Prospectus, and all of the issued shares of capital stock of the
         Company (including the Shares being delivered at such Time of Delivery)
         have been duly and validly authorized and issued and are fully paid and
         non-assessable; and the Shares conform to the description of the Stock
         contained in the Prospectus;
<PAGE>

               (iii)  The Company has been duly qualified as a foreign
         corporation for the transaction of business and is in good standing
         under the laws of each other jurisdiction in which the failure to be so
         qualified or to be in good standing would have a Material Adverse
         Effect (such counsel being entitled to rely in respect of the opinion
         in this clause upon opinions of local counsel and in respect of matters
         of fact upon certificates of officers of the Company, provided that
         such counsel shall state that they believe that both you and they are
         justified in relying upon such opinions and certificates);

               (iv)   To such counsel's knowledge and other than as set forth
         in the Prospectus, there are no legal or governmental proceedings
         pending to which the Company or any of its subsidiaries is a party or
         of which any property of the Company or any of its subsidiaries is the
         subject which, if determined adversely to the Company or any of its
         subsidiaries, would individually or in the aggregate have a Material
         Adverse Effect; and, to such counsel's knowledge, no such proceedings
         are threatened or expressly contemplated by governmental authorities or
         threatened by others;

               (v)    This Agreement has been duly authorized, executed and
         delivered by the Company;

               (vi)   The issue and sale of the Shares being delivered at such
         Time of Delivery by the Company and the compliance by the Company with
         all of the provisions of this Agreement and the consummation of the
         transactions herein contemplated will not conflict with or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default under, any indenture, mortgage, deed of trust, loan agreement
         or other agreement or instrument known to such counsel to which the
         Company or any of its subsidiaries is a party or by which the Company
         or any of its subsidiaries is bound or to which any of the property or
         assets of the Company or any of its subsidiaries is subject, in each
         case, that is required under the Act to be filed as an exhibit to the
         Registration Statement nor will such action result in any violation of
         the provisions of the Certificate of Incorporation or By-laws of the
         Company or any statute or any order, rule or regulation known to such
         counsel of any court or governmental agency or body having jurisdiction
         over the Company or any of its subsidiaries or any of their properties;

               (vii)  No consent, approval, authorization, order, registration
         or qualification of or with any such court or governmental agency or
         body is required for the issue and sale of the Shares or the
         consummation by the Company of the transactions contemplated by this
         Agreement, except the registration under the Act of the Shares, the
         filings and other consents required pursuant to the Securities and
         Exchange Act of 1934, as amended, and the rules and regulations
         thereunder, and such consents, approvals, authorizations, registrations
         or qualifications as may be required under state securities or Blue Sky
         laws in connection with the purchase and distribution of the Shares by
         the Underwriters;

               (viii) The statements set forth in the Prospectus under the
         caption "Description of Capital Stock", insofar as they purport to
         constitute a summary of the terms of the Stock and under the caption
         "Underwriting", insofar as they purport to describe the provisions of
         the laws and documents referred to therein, are accurate and complete
         in all material respects;

               (ix)   The Company is not an "investment company", as such term
         is defined in the Investment Company Act;
<PAGE>

             (x) The Registration Statement and the Prospectus and any further
         amendments and supplements thereto made by the Company prior to such
         Time of Delivery (other than the financial statements and related
         schedules therein and financial data derived therefrom, as to which
         such counsel need express no opinion) comply as to form in all material
         respects with the requirements of the Act and the rules and regulations
         thereunder; although they do not assume any responsibility for the
         accuracy, completeness or fairness of the statements contained in the
         Registration Statement or the Prospectus, except for those referred to
         in the opinion in subsection (xi) of this section 7(c), they have no
         reason to believe that, as of its effective date, the Registration
         Statement or any further amendment thereto made by the Company prior to
         such Time of Delivery (other than the financial statements and related
         schedules therein and financial data derived therefrom, as to which
         such counsel need express no opinion) 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, as of its date, the Prospectus or any further
         amendment or supplement thereto made by the Company prior to such Time
         of Delivery (other than the financial statements and related schedules
         therein and financial data derived therefrom, as to which such counsel
         need express no opinion) contained an untrue statement of a material
         fact or omitted to state a material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading or that, as of such Time of Delivery, either
         the Registration Statement or the Prospectus or any further amendment
         or supplement thereto made by the Company prior to such Time of
         Delivery (other than the financial statements and related schedules
         therein and financial data derived therefrom, as to which such counsel
         need express no opinion) contains an untrue statement of a material
         fact or omits to state a material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; and they do not know of any amendment to the
         Registration Statement required to be filed or of any contracts or
         other documents of a character required to be filed as an exhibit to
         the Registration Statement or required to be described in the
         Registration Statement or the Prospectus which are not filed or
         described as required;

         (d) On the date of the Prospectus at a time prior to the execution of
this Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at such Time of Delivery, Arthur Andersen LLP
shall have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect set
forth in Annex I hereto (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex I(a) hereto and a draft of the
form of letter to be delivered on the effective date of any post-effective
amendment to the Registration Statement and as of each Time of Delivery is
attached as Annex I(b) hereto);

         (e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Prospectus any loss or interference with its business 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, otherwise than 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 capital stock (other than issuances of Stock upon the exercise of
Stock options previously granted pursuant to the Company's existing Stock plans
approved by the Board of Directors of the Company or the exercise of outstanding
<PAGE>

warrants or shares issued in connection with the Plan of Merger) or long-term
debt of the Company or any of its subsidiaries or any change, or any event which
would reasonably be likely to have a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Prospectus, the effect of which, in any such case
described in clause (i) or (ii), is in the judgment of the Representatives so
material and adverse as to make it impracticable or inadvisable to proceed with
the public offering or the delivery of the Shares being delivered at such Time
of Delivery on the terms and in the manner contemplated in the Prospectus;

         (f) On or after the date hereof (i) no downgrading shall have occurred
in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;

         (g) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or on Nasdaq; (ii) a suspension or
material limitation in trading in the Company's securities on Nasdaq; (iii) a
general moratorium on commercial banking activities declared by either Federal
or New York or California State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United
States; (iv) the outbreak or escalation of hostilities involving the United
States or the declaration by the United States of a national emergency or war or
(v) the occurrence of any other calamity or crisis or any change in financial,
political or economic conditions in the United States or elsewhere, if the
effect of any such event specified in clause (iv) or (v) in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Shares being delivered at such Time of Delivery
on the terms and in the manner contemplated in the Prospectus;

         (h) The Shares to be sold at such Time of Delivery shall have been duly
listed for quotation on Nasdaq;

         (i) The Company has obtained and delivered to the Underwriters executed
copies of an agreement from (i) each officer and director of the Company and
(ii) each stockholder of 1% or more of the outstanding capital stock of the
Company, substantially to the effect set forth in the restrictions of Subsection
5(e) hereof in form and substance satisfactory to you;

         (j) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement;

         (k) The Company shall have furnished or caused to be furnished to you
at such Time of Delivery certificates of officers of the Company satisfactory to
you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (e) of this Section
and as to such other matters as you may reasonably request;
<PAGE>

         (l) The merger contemplated by the Plan of Merger shall be completed
and effective under the laws of the State of California and the State of
Delaware.

         8.  (a) 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 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 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 Goldman, Sachs & Co. expressly for use therein.

         (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the 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,
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 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 Goldman, Sachs
& Co. 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 as such expenses are
incurred.

         (c) 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 (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
<PAGE>

reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.

         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, 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 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 in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company 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 alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or the Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.
<PAGE>

         (e) The obligations of the Company under this Section 8 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 Act; and the obligations of the
Underwriters under this Section 8 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 (including any
person who, with his or her consent, is named in the Registration Statement as
about to become a director of the Company) and to each person, if any, who
controls the Company within the meaning of the Act.

         9.  (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Shares on such terms. In the event that,
within the respective prescribed periods, you notify the Company that you have
so arranged for the purchase of such Shares, or the Company notifies you that it
has so arranged for the purchase of such Shares, you or the Company shall have
the right to postpone such Time of Delivery for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Shares.

         (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

         (c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligations of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
<PAGE>

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

         11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, such Shares
are not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters through you for all out-of-pocket expenses
approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares not so delivered, but the Company shall then be
under no further liability to any Underwriter except as provided in Sections 6
and 8 hereof.

         12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 85 Broad Street, 9/th/ Floor, New York, New York 10004, Attention: Don
Hansen; and if to the Company shall be delivered or sent by mail to the address
of the Company set forth in the Registration Statement, Attention: Chief
Financial Officer; provided, however, that any notice to an Underwriter pursuant
to Section 8(c) hereof shall be delivered or sent by mail or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

         13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Shares from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.

         14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

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

         16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
<PAGE>

         17. The Company is authorized, subject to applicable law, to disclose
any and all aspects of this potential transaction that are necessary to support
any U.S. federal income tax benefits expected to be claimed with respect to such
transaction, without the Underwriters imposing any limitation of any kind.

         If the foregoing is in accordance with your understanding, please sign
and return to us six (6) counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof shall constitute a binding agreement between each of the Underwriters and
the Company. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.


                                       Very truly yours,

                                       Plumtree Software, Inc.

                                       By: _____________________________________
                                           Name:
                                           Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
J. P. Morgan Securities Inc.
RBC Dain Rauscher Inc.

 By:________________________________
        (Goldman, Sachs & Co.)

    On behalf of each of the Underwriters
<PAGE>

                                  SCHEDULE I

                                                             Number of Optional
                                                                Shares to be
                                        Total Number of         Purchased if
                                          Firm Shares          Maximum Option
            Underwriter                 to be Purchased          Exercised
            -----------                 ---------------      ------------------

Goldman, Sachs & Co.................
J. P. Morgan Securities Inc.
RBC Dain Rauscher Inc.

[Names of other Underwriters].......


                                        ---------------      ------------------
             Total..................
                                        ===============      ==================
<PAGE>

                                                                         ANNEX I


         Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:


               (i)   They are independent certified public accountants with
         respect to the Company and its subsidiaries within the meaning of the
         Act and the applicable published rules and regulations thereunder;

               (ii)  In their opinion, the financial statements and any
         supplementary financial information and schedules (and, if applicable,
         financial forecasts and/or pro forma financial information) examined by
         them and included in the Prospectus or the Registration Statement
         comply as to form in all material respects with the applicable
         accounting requirements of the Act and the related published rules and
         regulations thereunder; and, if applicable, they have made a review in
         accordance with standards established by the American Institute of
         Certified Public Accountants of the unaudited consolidated interim
         financial statements, selected financial data, pro forma financial
         information, financial forecasts and/or condensed financial statements
         derived from audited financial statements of the Company for the
         periods specified in such letter, as indicated in their reports
         thereon, copies of which have been separately furnished to the
         representatives of the Underwriters (the "Representatives");

               (iii) They have made a review in accordance with standards
         established by the American Institute of Certified Public Accountants
         of the unaudited condensed consolidated statements of income,
         consolidated balance sheets and consolidated statements of cash flows
         included in the Prospectus as indicated in their reports thereon copies
         of which have been separately furnished to the Representatives and on
         the basis of specified procedures including inquiries of officials of
         the Company who have responsibility for financial and accounting
         matters regarding whether the unaudited condensed consolidated
         financial statements referred to in paragraph (vi)(A)(i) below comply
         as to form in all material respects with the applicable accounting
         requirements of the Act and the related published rules and
         regulations, nothing came to their attention that cause them to believe
         that the unaudited condensed consolidated financial statements do not
         comply as to form in all material respects with the applicable
         accounting requirements of the Act and the related published rules and
         regulations;

               (iv)  The unaudited selected financial information with respect
         to the consolidated results of operations and financial position of the
         Company for the five most recent fiscal years included in the
         Prospectus agrees with the corresponding amounts (after restatements
         where applicable) in the audited consolidated financial statements for
         such five fiscal years;

               (v)   They have compared the information in the Prospectus under
         selected captions with the disclosure requirements of Regulation S-K
         and on the basis of limited procedures specified in such letter nothing
         came to their attention as a result of the foregoing procedures that
         caused them to believe that this information does not conform in all
         material respects with the disclosure requirements of Items 301, 302,
         402 and 503(d), respectively, of Regulation S-K;

               (vi)  On the basis of limited procedures, not constituting an
         examination in accordance with generally accepted auditing standards,
         consisting of a reading of the unaudited financial statements and other
         information referred to below, a reading of the latest available
         interim
<PAGE>

         financial statements of the Company and its subsidiaries, inspection of
         the minute books of the Company and its subsidiaries since the date of
         the latest audited financial statements included in the Prospectus,
         inquiries of officials of the Company and its subsidiaries responsible
         for financial and accounting matters and such other inquiries and
         procedures as may be specified in such letter, nothing came to their
         attention that caused them to believe that:

                  (A) (i) the unaudited consolidated statements of income,
         consolidated balance sheets and consolidated statements of cash flows
         included in the Prospectus do not comply as to form in all material
         respects with the applicable accounting requirements of the Act and the
         related published rules and regulations, or (ii) any material
         modifications should be made to the unaudited condensed consolidated
         statements of income, consolidated balance sheets and consolidated
         statements of cash flows included in the Prospectus for them to be in
         conformity with generally accepted accounting principles;

                  (B) any other unaudited income statement data and balance
         sheet items included in the Prospectus do not agree with the
         corresponding items in the unaudited consolidated financial statements
         from which such data and items were derived, and any such unaudited
         data and items were not determined on a basis substantially consistent
         with the basis for the corresponding amounts in the audited
         consolidated financial statements included in the Prospectus;

                  (C) the unaudited financial statements which were not included
         in the Prospectus but from which were derived any unaudited condensed
         financial statements referred to in clause (A) and any unaudited income
         statement data and balance sheet items included in the Prospectus and
         referred to in clause (B) were not determined on a basis substantially
         consistent with the basis for the audited consolidated financial
         statements included in the Prospectus;

                  (D) any unaudited pro forma consolidated condensed financial
         statements included in the Prospectus do not comply as to form in all
         material respects with the applicable accounting requirements of the
         Act and the published rules and regulations thereunder or the pro forma
         adjustments have not been properly applied to the historical amounts in
         the compilation of those statements;

                  (E) as of a specified date not more than five days prior to
         the date of such letter, there have been any changes in the
         consolidated capital stock (other than issuances of capital stock upon
         exercise of options and stock appreciation rights, upon earn-outs of
         performance shares and upon conversions of convertible securities, in
         each case which were outstanding on the date of the latest financial
         statements included in the Prospectus) or any increase in the
         consolidated long-term debt of the Company and its subsidiaries, or any
         decreases in consolidated net current assets or stockholders' equity or
         other items specified by the Representatives, or any increases in any
         items specified by the Representatives, in each case as compared with
         amounts shown in the latest balance sheet included in the Prospectus,
         except in each case for changes, increases or decreases which the
         Prospectus discloses have occurred or may occur or which are described
         in such letter; and

                  (F) for the period from the date of the latest financial
         statements included in the Prospectus to the specified date referred to
         in clause (E) there were any decreases in

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<PAGE>

         consolidated net revenues or operating profit or the total or per share
         amounts of consolidated net income or other items specified by the
         Representatives, or any increases in any items specified by the
         Representatives, in each case as compared with the comparable period of
         the preceding year and with any other period of corresponding length
         specified by the Representatives, except in each case for decreases or
         increases which the Prospectus discloses have occurred or may occur or
         which are described in such letter; and

               (vii) In addition to the examination referred to in their
         report(s) included in the Prospectus and the limited procedures,
         inspection of minute books, inquiries and other procedures referred to
         in paragraphs (iii) and (vi) above, they have carried out certain
         specified procedures, not constituting an examination in accordance
         with generally accepted auditing standards, with respect to certain
         amounts, percentages and financial information specified by the
         Representatives, which are derived from the general accounting records
         of the Company and its subsidiaries, which appear in the Prospectus, or
         in Part II of, or in exhibits and schedules to, the Registration
         Statement specified by the Representatives, and have compared certain
         of such amounts, percentages and financial information with the
         accounting records of the Company and its subsidiaries and have found
         them to be in agreement.

                                      F-3