Exhibit 10.2

                                13,636,000 SHARES

                               AMERICAN BANK NOTE

                               HOLOGRAPHICS, INC.

                                  COMMON STOCK


                                     FORM OF


                             UNDERWRITING AGREEMENT

                               DATED JUNE __, 1998
                                TABLE OF CONTENTS


SECTION 1. REPRESENTATIONS AND WARRANTIES................................... 2
 A. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE 
     SELLING STOCKHOLDER.................................................... 2
     (a) Compliance with Registration Requirements.......................... 2
    (b) Offering Materials Furnished to Underwriters........................ 3
    (c) Distribution of Offering Material by the Company.................... 3
    (d) The Underwriting Agreement.......................................... 3
    (e) Authorization of the Common Shares.................................. 3
    (f) No Applicable Registration or Other Similar Rights.................. 3
    (g) No Material Adverse Change.......................................... 4
    (h) Independent Accountants............................................. 4
    (I) Preparation of the Financial Statements............................. 4
    (j) Incorporation and Good Standing of the Company and its Subsidiaries. 5
    (k) Capitalization and Other Capital Stock Matters...................... 5
    (l) Stock Exchange Listing.............................................. 5
    (m) Non-Contravention of Existing Instruments; No Further
        Authorizations or Approvals Required................................ 5
    (n) No Material Actions or Proceedings.................................. 6
    (o) Intellectual Property Rights........................................ 6
    (p) All Necessary Permits, etc.......................................... 7
    (q) Title to Properties................................................. 7
    (r) Tax Law Compliance.................................................. 7
    (s) Company Not an "Investment Company"................................. 7
    (t) Insurance........................................................... 8
    (u) No Price Stabilization or Manipulation.............................. 8
    (v) Related Party Transactions.......................................... 8
    (w) Contracts Described................................................. 8
    (x) Compliance with Environmental Laws.................................. 8
    (y) ERISA Compliance.................................................... 9
    (z) No Unlawful Contributions or Other Payments.........................10
    (aa)  Compliance with Cuba Act..........................................10
    (bb) Company's Accounting System........................................10
 B. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER....10
    (a) Incorporation and Good Standing of the Selling Stockholder..........10
    (b) The Underwriting Agreement..........................................10
    (c) Title to Common Shares to be Sold; All Authorizations Obtained......10
    (d) Delivery of the Common Shares to be Sold............................11
    (e) Non-Contravention; No Further Authorizations or Approvals Required..11
    (f) No Registration or Other Similar Rights.............................11
    (g) No Further Consents, etc............................................11
    (h) Disclosure Made by the Selling Stockholder in the Prospectus........12
    (I) No Price Stabilization or Manipulation..............................12
    (j) Sale of Common Stock................................................12
    (k) Statements by the Selling Stockholder...............................12
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES.................12


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<PAGE>

    (a) The Firm Common Shares..............................................12
    (b) The First Closing Date..............................................13
    (c) The Optional Common Shares; the Second Closing Date.................13
    (d) Public Offering of the Common Shares................................14
    (e) Payment for the Common Shares.......................................14
    (f) Delivery of the Common Shares.......................................14
    (g) Delivery of Prospectus to the Underwriters..........................15
SECTION 3. ADDITIONAL COVENANTS.............................................15
 A. COVENANTS OF THE COMPANY................................................15
    (a) Representatives' Review of Proposed Amendments and Supplements......15
    (b) Securities Act Compliance...........................................15
    (c) Amendments and Supplements to the Prospectus and
           Other Securities Act Matters.....................................16
    (d) Copies of any Amendments and Supplements to the Prospectus..........16
    (e) Blue Sky Compliance.................................................16
    (f) Use of Proceeds.....................................................17
    (g) Transfer Agent......................................................17
    (h) Earnings Statement..................................................17
    (I) Periodic Reporting Obligations......................................17
    (j) Agreement Not To Offer or Sell Additional Securities................17
    (k) Future Reports to the Representatives...............................18
 B. COVENANTS OF THE SELLING STOCKHOLDER....................................18
    (a) Delivery of Form W8.................................................18
    (b) Use of Proceeds.....................................................18
SECTION 4. PAYMENT OF EXPENSES..............................................18
SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS................19
    (a) Accountants' Comfort Letter.........................................20
    (b) Compliance with Registration Requirements; No Stop Order;
        Additional Information
        Requests Complies With; No Objection from NASD......................20
    (c) No Material Adverse Change..........................................20
    (d) Opinion of Counsel for the Company..................................20
    (e) Opinion of Counsel for the Underwriters.............................21
    (f) Officers' Certificate...............................................21
    (g) Bring-down Comfort Letter...........................................21
    (h) Lock-Up Agreement from Certain Stockholders of the Company..........21
    (I) Listing of Common Shares on New York Stock Exchange.................22
    (j) Opinion of Counsel for the Selling Stockholder......................22
    (k) Selling Stockholder Certificate.....................................22
    (l) Company and Selling Stockholder Documents...........................22
    (m) Additional Documents................................................22
SECTION 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES..........................23
SECTION 7. EFFECTIVENESS OF THIS AGREEMENT..................................23
SECTION 8. INDEMNIFICATION..................................................23
    (a) Indemnification of the Underwriters.................................23
    (b) Indemnification of the Company, its Directors and Officers..........24
    (c) Notifications and Other Indemnification Procedures..................25


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     (d) Settlements........................................................ 26
SECTION 9. CONTRIBUTION..................................................... 26
SECTION 10.  DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS............. 28
SECTION 11.  TERMINATION OF THIS AGREEMENT.................................. 28
SECTION 12.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY............ 29
SECTION 13.  NOTICES........................................................ 29
SECTION 14.  SUCCESSORS..................................................... 30
SECTION 15.  PARTIAL UNENFORCEABILITY....................................... 30
SECTION 16.  GOVERNING LAW PROVISIONS....................................... 30
SECTION 17.  GENERAL PROVISIONS............................................. 30


                                      -iii-


<PAGE>

                             UNDERWRITING AGREEMENT



                                                                   June __, 1998


NATIONSBANC MONTGOMERY SECURITIES LLC
LAZARD FRERES & CO. LLC
RAYMOND JAMES & ASSOCIATES, INC.
SMITH BARNEY INC.
As Representatives of the several Underwriters
c/o NATIONSBANC MONTGOMERY SECURITIES LLC
600 Montgomery Street
San Francisco, California  94111

Ladies and Gentlemen:

         INTRODUCTORY.  American Bank Note Corporation,  a Delaware  corporation
(referred  to herein as the  "Selling  Stockholder"),  the sole  stockholder  of
American Bank Note Holographics,  Inc., a Delaware  Corporation (the "Company"),
proposes  to  sell  to  the  several  underwriters  named  in  Schedule  A  (the
"Underwriters")  an aggregate of 13,636,000  shares of common  stock,  par value
$.01 per share (the "Common  Stock") of the Company.  The  13,636,000  shares of
Common Stock to be sold by the Selling  Stockholder  are called the "Firm Common
Shares".  In addition,  the Company has granted to the Underwriters an option to
purchase up to an additional  2,045,400 shares (the "Optional Common Shares") of
Common  Stock,  as provided in Section 2. The Firm Common  Shares and, if and to
the extent such option is exercised, the Optional Common Shares are collectively
called the "Common  Shares."  NationsBanc  Montgomery  Securities  LLC  ("NMS"),
Lazard Freres & Co. LLC,  Raymond James & Associates  Inc. and Smith Barney Inc.
and have agreed to act as representatives  of the several  Underwriters (in such
capacity, the "Representatives") in connection with the offering and sale of the
Common Shares.

         The Company has  prepared  and filed with the  Securities  and Exchange
Commission  (the  "Commission")  a registration  statement on Form S-1 (File No.
333-51845),  which  contains a form of prospectus to be used in connection  with
the public offering and sale of the Common Shares. Such registration  statement,
as amended, including the financial statements,  exhibits and schedules thereto,
in the form in which it was  declared  effective  by the  Commission  under  the
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder  (collectively,  the  "Securities  Act"),  including any  information
deemed to be a part  thereof at the time of  effectiveness  pursuant to Rule 430
aor Rule 434 under the Securities Act, is called the  "Registration  Statement".
Any  registration  statement filed by the Company  pursuant to Rule 462(b) under
the Securities Act is called the "Rule 462(b) Registration Statement",  and from
and after the date and time of filing of the Rule 462(b) Registration  Statement
the term  "Registration  Statement"  shall include the Rule 462(b)  Registration
Statement.  Such  prospectus,  in the form  first  used by the  Underwriters  to
confirm  sales of the  Common  Shares,  is called  the  "Prospectus";  provided,
however,  if the Company has, with the consent of NMS, elected to rely upon Rule
434 under the Securities Act, the term "Prospectus" shall mean the Company's


                                       -1-


<PAGE>

prospectus  subject to completion (each, a "preliminary  prospectus")  dated ___
(such preliminary  prospectus is called the "Rule 434 preliminary  prospectus"),
together with the applicable term sheet (the "Term Sheet") prepared and filed by
the Company with the Commission  under Rules 434 and 424(b) under the Securities
Act and all  references in this  Agreement to the date of the  Prospectus  shall
mean  the  date of the Term  Sheet.  All  references  in this  Agreement  to the
Registration  Statement,  the Rule 462(b) Registration  Statement, a preliminary
prospectus,  the Prospectus or the Term Sheet,  or any amendments or supplements
to  any of the  foregoing,  shall  include  any  copy  thereof  filed  with  the
Commission  pursuant to its Electronic  Data  Gathering,  Analysis and Retrieval
System ("EDGAR").

         The  Company,  the  Selling  Stockholder  and the  Underwriters  hereby
confirm their respective agreements as follows:

         SECTION 1.   REPRESENTATIONS AND WARRANTIES



         A.  REPRESENTATIONS  AND  WARRANTIES  OF THE  COMPANY  AND THE  SELLING
STOCKHOLDER. Each of the Company and the Selling Stockholder hereby, jointly and
severally, represent warrant and covenant to each Underwriter as follows:


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

              Each preliminary prospectus and the Prospectus when filed complied
     in all  material  respects  with  the  Securities  Act  and,  if  filed  by
     electronic  transmission  pursuant to EDGAR  (except as may be permitted by
     Regulation S-T under the Securities Act), was identical to the copy thereof
     delivered to the Underwriters for use in connection with the offer and sale
     of the Common Shares. Each of the Registration  Statement,  any Rule 462(b)
     Registration  Statement and any post-effective  amendment  thereto,  at the
     time it became  effective and at all  subsequent  times,  complied and will
     comply in all material  respects  with the  Securities  Act and did not and
     will not contain any untrue statement of a material fact or omit to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements   therein  not  misleading.   The  Prospectus,   as  amended  or
     supplemented,  as of its date and at all subsequent times, did not and will
     not  contain  any untrue  statement  of a material  fact or omit to state a
     material fact  necessary in order to make the  statements  therein,  in the
     light of the circumstances under which they were made, not misleading.  The
     representations  and warranties set forth in the two immediately  preceding
     sentences do not apply to statements in or omissions from the  Registration
     Statement,  any Rule 462(b) Registration  Statement,  or any post-effective
     amendment  thereto,  or the  Prospectus,  or any  amendments or supplements
     thereto,  made in reliance upon and in conformity with information relating
     to  any   Underwriter   furnished   to  the   Company  in  writing  by  the
     Representatives  expressly for use therein. There are no contracts or other
     documents required to be described in the


                                       -2-


<PAGE>

     Prospectus or to be filed as exhibits to the  Registration  Statement which
     have not been described or filed as required.


         (b)  Offering  Materials  Furnished  to  Underwriters.  The Company has
     delivered to the  Representatives  four complete  manually signed copies of
     the  Registration  Statement and of each consent and certificate of experts
     filed as a part thereof, and conformed copies of the Registration Statement
     (without  exhibits) and preliminary  prospectuses  and the  Prospectus,  as
     amended  or  supplemented,  in such  quantities  and at such  places as the
     Representatives have reasonably requested for each of the Underwriters.


         (c)  Distribution  of  Offering  Material by the  Company.  Neither the
     Company  nor  the  Selling   Stockholder   has  distributed  and  will  not
     distribute,  prior to the  later of the  Second  Closing  Date (as  defined
     below) and the completion of the  Underwriters'  distribution of the Common
     Shares,  any offering  material in connection with the offering and sale of
     the Common Shares other than a preliminary  prospectus,  the  Prospectus or
     the Registration Statement.


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


         (e) Authorization of the Common Shares. The Common Shares to be sold to
     the Underwriters by the Selling Stockholders,  are duly authorized, validly
     issued and are fully paid and  nonassessable.  The Common Shares to be sold
     to the Underwriters by the Company,  if any, pursuant to the option granted
     in Section 2 of this Agreement,  have been duly authorized for issuance and
     sale  pursuant  to this  Agreement,  and,  when  delivered  by the  Company
     pursuant  to this  Agreement,  will  be  validly  issued,  fully  paid  and
     nonassessable.


         (f) No Applicable  Registration or Other Similar  Rights.  There are no
     persons with  registration  or other  similar  rights to have any equity or
     debt  securities  registered for sale under the  Registration  Statement or
     included in the offering  contemplated  by this  Agreement,  other than the
     Selling  Stockholder  with  respect to the Common  Shares  included  in the
     Registration Statement, except for such rights as have been duly waived.


          (g) No Material Adverse Change.  Except as otherwise  disclosed in the
     Prospectus,  subsequent to the respective dates as of which  information is
     given in the Prospectus:  (I) there has been no material adverse change, or
     any development  that could  reasonably be expected to result in a material
     adverse  change,  in  the  condition,  financial  or  otherwise,  or in the
     earnings,  business,  operations or prospects,  whether or not arising from
     transactions  in the ordinary  course of  business,  of the Company and its
     subsidiaries,  considered  as one  entity  (any  such  change  is  called a
     "Material  Adverse  Change");   (ii)  the  Company  and  its  subsidiaries,
     considered  as one entity,  have not  incurred  any  material  liability or
     obligation,  indirect, direct or contingent,  not in the ordinary course of
     business nor entered into any material  transaction or agreement not in the
     ordinary  course of  business;  and (iii)  there  has been no  dividend  or
     distribution  of any kind declared,  paid or made by the Company or, except
     for  dividends  paid  to the  Company  or  other  subsidiaries,  any of its
     subsidiaries  on any class of capital  stock or repurchase or redemption by
     the Company or any of its subsidiaries of any class of capital stock.


                                       -3-


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


<PAGE>

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


         (j)   Incorporation   and  Good   Standing   of  the  Company  and  its
     Subsidiaries.  Each of the  Company  and its  subsidiaries  has  been  duly
     incorporated  and is validly  existing as a  corporation  in good  standing
     under the laws of the jurisdiction of its  incorporation  and has corporate
     power and authority to own, lease and operate its properties and to conduct
     its  business  as  described  in the  Prospectus  and,  in the  case of the
     Company, to enter into and


                                       -4-


<PAGE>

     perform  its  obligations  under  this  Agreement.  The  Company  and  each
     subsidiary 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 for such jurisdictions where the failure to so
     qualify  or to be in  good  standing  would  not,  individually  or in  the
     aggregate,  result in a  Material  Adverse  Change.  All of the  issued and
     outstanding  capital stock of each  subsidiary has been duly authorized and
     validly  issued,  is  fully  paid  and  nonassessable  and is  owned by the
     Company,  directly or through subsidiaries,  free and clear of any security
     interest,  mortgage,  pledge, lien,  encumbrance or claim. The Company does
     not own or control, directly or indirectly, any corporation, association or
     other  entity  other than the  subsidiaries  listed in  Exhibit  22i to the
     Registration Statement.


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


         (l) Stock  Exchange  Listing.  The Common Shares have been approved for
     listing on the New York Stock Exchange,  subject only to official notice of
     issuance.


         (m)   Non-Contravention   of   Existing    Instruments;    No   Further
     Authorizations  or Approvals  Required.  Neither the Company nor any of its
     subsidiaries  is in  violation  of its  charter or by-laws or is in default
     (or,  with the  giving  of notice  or lapse of time,  would be in  default)
     ("Default") under any indenture,  mortgage, loan or credit agreement, note,
     contract,  franchise, lease or other instrument to which the Company or any
     of its  subsidiaries  is a party or by which it or any of them may be bound
     (including,  without limitation, the Company's $30,000,000 Credit Facility,
     dated _______, 1998, with The Chase Manhattan Bank (formerly Chemical Bank,
     N.A.), as lender), or to which any of the property or assets of the Company
     or any of its  subsidiaries  is subject (each,  an "Existing  Instrument"),
     except for such Defaults as would not,  individually  or in the  aggregate,
     result in a Material Adverse


                                       -5-


<PAGE>

     Change. The Company's execution, delivery and performance of this Agreement
     and  consummation  of  the  transactions  contemplated  hereby  and  by the
     Prospectus (I) have been duly authorized by all necessary  corporate action
     and will not result in any  violation of the  provisions  of the charter or
     by-laws of the Company or any  subsidiary,  (ii) will not conflict  with or
     constitute  a breach of, or Default  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, or  require  the
     consent of any other  party to, any  Existing  Instrument,  except for such
     conflicts, breaches, Defaults, liens, charges or encumbrances as would not,
     individually or in the aggregate,  result in a Material  Adverse Change and
     (iii)  will  not  result  in  any  violation  of  any  law,  administrative
     regulation or  administrative  or court decree applicable to the Company or
     any subsidiary. No consent,  approval,  authorization or other order of, or
     registration or filing with, any court or other  governmental or regulatory
     authority or agency, is required for the Company's execution,  delivery and
     performance  of  this  Agreement  and   consummation  of  the  transactions
     contemplated  hereby  and by the  Prospectus,  except  such  as  have  been
     obtained or made by the Company and are in full force and effect  under the
     Securities Act, under applicable state securities or blue sky laws and from
     the NASD Regulation, Inc. (the "NASD").

         (n) No Material Actions or Proceedings.  Except as otherwise  disclosed
     in the  Prospectus,  there are no legal or governmental  actions,  suits or
     proceedings  pending  or,  to the  best of the  Company's  and the  Selling
     Stockholder's knowledge, threatened (I) against or affecting the Company or
     any of its subsidiaries,  (ii) which has as the subject thereof any officer
     or director  of, or property  owned or leased by, the Company or any of its
     subsidiaries or (iii) relating to environmental or discrimination  matters,
     where in any such  case (A)  there is a  reasonable  possibility  that such
     action, suit or proceeding might be determined  adversely to the Company or
     such  subsidiary  and (B)  any  such  action,  suit  or  proceeding,  if so
     determined adversely,  would reasonably be expected to result in a Material
     Adverse Change or adversely  affect the  consummation  of the  transactions
     contemplated  by  this  Agreement.  No  material  labor  dispute  with  the
     employees of the Company or any of its subsidiaries,  or with the employees
     of any  principal  supplier of the  Company,  exists or, to the best of the
     Company's knowledge, is threatened or imminent.


         (o) Intellectual  Property Rights. Except as otherwise disclosed in the
     Prospectus,  the Company  and its  subsidiaries  own or possess  sufficient
     trademarks,  trade names, patent rights, copyrights,  licenses,  approvals,
     trade  secrets  and  other  similar  rights  (collectively,   "Intellectual
     Property Rights")  reasonably  necessary to conduct their businesses as now
     conducted; and the expected expiration of any of such Intellectual Property
     Rights will not result in a Material  Adverse  Change.  Neither the Company
     nor any of its  subsidiaries  has  received any notice of  infringement  or
     conflict  with  asserted  Intellectual  Property  Rights of  others,  which
     infringement or conflict, if the subject of an unfavorable decision,  would
     result in a Material Adverse Change.


         (p) All Necessary Permits, etc. The Company and each subsidiary possess
     such valid and current  certificates,  authorizations  or permits issued by
     the appropriate  state,  federal or foreign  regulatory  agencies or bodies
     necessary to conduct their respective  businesses,  as presently conducted,
     and neither the Company nor any subsidiary has received any notice of


                                       -6-


<PAGE>

     proceedings   relating   to  the   revocation   or   modification   of,  or
     non-compliance  with, any such certificate,  authorization or permit which,
     singly or in the  aggregate,  if the  subject of an  unfavorable  decision,
     ruling or finding, could result in a Material Adverse Change.


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


         (r) Tax Law Compliance. The Company and its subsidiaries have filed all
     necessary  federal,  state and foreign  income and franchise tax returns or
     have properly requested extensions thereof and have paid all taxes required
     to be paid by any of them and, if due and  payable,  any related or similar
     assessment,  fine or penalty  levied  against  any of them except as may be
     being contested in good faith and by appropriate  proceedings.  The Company
     has  made  adequate  charges,  accruals  and  reserves  in  the  applicable
     financial  statements  referred to in Section  1(I) above in respect of all
     federal, state and foreign income and franchise taxes for all periods as to
     which the tax liability of the Company or any of its  subsidiaries  has not
     been finally determined.


         (s) Company Not an "Investment Company".  The Company is not, and after
     giving effect to the offering and sale of the Common Shares will not be, an
     "investment  company" within the meaning of Investment  Company Act of 1940
     and  will  conduct  its  business  in a manner  so that it will not  become
     subject to the Investment Company Act of 1940.


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


                                       -7-


<PAGE>

         (u) No Price  Stabilization or Manipulation.  The Company has not taken
     and will not take,  directly or indirectly,  any action designed to or that
     might be  reasonably  expected  to  cause or  result  in  stabilization  or
     manipulation  of the price of the Common  Stock to  facilitate  the sale or
     resale of the Common Shares.


         (v) Related Party Transactions.  There are no business relationships or
     related-party  transactions  involving the Company or any subsidiary or any
     other person (including the Selling  Stockholder)  required to be described
     in the Prospectus which have not been described as required.


         (w) Contracts Described.  There are no Existing 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 and references thereto are correct in all material respects.


         (x)  Compliance  with   Environmental   Laws.   Except  as  would  not,
     individually or in the aggregate,  result in a Material  Adverse Change (I)
     neither the  Company nor any of its  subsidiaries  is in  violation  of any
     federal, state, local or foreign law or regulation relating to pollution or
     protection  of  human  health  or  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  emissions,  discharges,  releases  or  threatened
     releases of chemicals, pollutants,  contaminants, wastes, toxic substances,
     hazardous  substances,  petroleum  and  petroleum  products  (collectively,
     "Materials  of  Environmental  Concern"),  or  otherwise  relating  to  the
     manufacture,  processing,  distribution, use, treatment, storage, disposal,
     transport or handling of Materials of Environmental Concern  (collectively,
     "Environmental  Laws"),  which violation  includes,  but is not limited to,
     noncompliance  with  any  permits  or  other  governmental   authorizations
     required  for  the  operation  of  the  business  of  the  Company  or  its
     subsidiaries under applicable Environmental Laws, or noncompliance with the
     terms  and  conditions  thereof,   nor  has  the  Company  or  any  of  its
     subsidiaries   received   any  written   communication,   whether   from  a
     governmental authority, citizens group, employee or otherwise, that alleges
     that  the  Company  or any  of  its  subsidiaries  is in  violation  of any
     Environmental Law; (ii) there is no claim,  action or cause of action filed
     with a court or governmental  authority,  no investigation  with respect to
     which the Company has received written notice, and no written notice by any
     person or entity  alleging  potential  liability for  investigatory  costs,
     cleanup costs,  governmental  responses costs,  natural resources  damages,
     property damages,  personal injuries,  attorneys' fees or penalties arising
     out of,  based on or  resulting  from the  presence,  or  release  into the
     environment,  of any  Material  of  Environmental  Concern at any  location
     owned, leased or operated by the Company or any of its subsidiaries, now or
     in the past (collectively, "Environmental Claims"), pending or, to the best
     of the  Company's  and  the  Selling  Stockholder's  knowledge,  threatened
     against  the  Company  or any of its  subsidiaries  or any person or entity
     whose  liability  for any  Environmental  Claim the  Company  or any of its
     subsidiaries  has retained or assumed either  contractually or by operation
     of law; and (iii) to the best of the Company's knowledge, there are no past
     or  present  actions,  activities,  circumstances,  conditions,  events  or
     incidents, including, without limitation, the release,


                                       -8-


<PAGE>

     emission,  discharge, presence or disposal of any Material of Environmental
     Concern,  that reasonably could result in a violation of any  Environmental
     Law or form the  basis  of a  potential  Environmental  Claim  against  the
     Company or any of its  subsidiaries  or against any person or entity  whose
     liability  for  any   Environmental   Claim  the  Company  or  any  of  its
     subsidiaries  has retained or assumed either  contractually or by operation
     of law.


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


         (z) No Unlawful  Contributions  or Other Payments.  Neither the Company
     nor any of its  subsidiaries  nor,  to the  best of the  Company's  and the
     Selling  Stockholder's  knowledge,  any employee or agent of the Company or
     any such  subsidiary,  has made any  contribution  or other  payment to any
     official of, or candidate  for,  any  federal,  state or foreign  office in
     violation  of any law or of the  character  required to be disclosed in the
     Prospectus.


         (aa)  Compliance  with Cuba Act. The Company has complied  with, and is
     and will be in compliance  with, the provisions of that certain Florida act
     relating to  disclosure of doing  business  with Cuba,  codified as Section
     517.075 of the Florida statutes,  and the rules and regulations  thereunder
     or is exempt therefrom.

         (bb) Company's  Accounting  System.  The Company  maintains a system of
     accounting  controls  sufficient to provide  reasonable  assurance that (I)
     transactions  are  executed  in  accordance  with  management's  general or
     specific  authorization;  (ii)  transactions  are  recorded as necessary to
     permit preparation of financial statements in conformity with


                                       -9-


<PAGE>

     generally  accepted  accounting  principles as applied in the United States
     and to  maintain  accountability  for  assets;  (iii)  access  to assets is
     permitted  only  in  accordance  with  management's   general  or  specific
     authorization;  and (iv) the recorded accountability for assets is compared
     with existing  assets at reasonable  intervals  and  appropriate  action is
     taken with respect to any differences.

         B.   ADDITIONAL   REPRESENTATIONS   AND   WARRANTIES   OF  THE  SELLING
STOCKHOLDER.  In addition to the  representations,  warranties and covenants set
forth in Section 1(A), the Selling  Stockholder hereby represents,  warrants and
covenants to each Underwriter as follows:

          (a)  Incorporation and Good Standing of the Selling  Stockholder.  The
     Selling Stockholder has been duly incorporated and is validly existing as a
     corporation  in good  standing  under the laws of the State of Delaware and
     has the requisite  corporate  power and authority to enter into and perform
     its obligations under this Agreement.


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


         (c) Title to Common Shares to be Sold; All Authorizations Obtained. The
     Selling  Stockholder  has, and on the First Closing Date (as defined below)
     will have,  good and valid title to all of the Common  Shares  which may be
     sold by the Selling Stockholder pursuant to this Agreement on such date and
     the legal right and power, and all authorizations and approvals required by
     law and under its  charter or  by-laws,  to enter into this  Agreement,  to
     sell,  transfer  and deliver all of the Common  Shares which may be sold by
     the Selling  Stockholder  pursuant to this Agreement and to comply with the
     Selling Stockholder's other obligations hereunder and thereunder.


         (d)  Delivery of the Common  Shares to be Sold.  Delivery of the Common
     Shares which are sold by the Selling Stockholder pursuant to this Agreement
     will pass good and valid title to such Common Shares, free and clear of any
     security interest, mortgage, pledge, lien, encumbrance or other claim.


         (e) Non-Contravention; No Further Authorizations or Approvals Required.
     The  execution  and  delivery  by  the  Selling  Stockholder  of,  and  the
     performance  by  the  Selling  Stockholder  of  the  Selling  Stockholder's
     obligations  under,  this  Agreement  will not contravene or conflict with,
     result in a breach  of, or  constitute  a Default  under,  or  require  the
     consent  of any  other  party  to,  its  charter  or  by-laws  or any other
     agreement or instrument to which the Selling  Stockholder  is a party or by
     which  the  Selling  Stockholder  is  bound  or  under  which  the  Selling
     Stockholder  is  entitled  to  any  right  or  benefit,  any  provision  of
     applicable law or any judgment,  order, decree or regulation  applicable to
     the Selling


                                      -10-


<PAGE>

     Stockholder  of  any  court,   regulatory  body,   administrative   agency,
     governmental  body or  arbitrator  having  jurisdiction  over  the  Selling
     Stockholder,  except  for  such  contraventions,  conflicts,  breaches  and
     defaults which would not, and in the case of required  consents the failure
     of which to obtain would not, individually or in the aggregate, result in a
     Material Adverse Change. No consent, approval, authorization or other order
     of,  or  registration  or  filing  with,  any  court or other  governmental
     authority  or agency,  is  required  for the  consummation  by the  Selling
     Stockholder of the transactions contemplated in this Agreement, except such
     as have been  obtained or made or are required  under the  Securities  Act,
     under  applicable  state or blue sky  laws  and from the  NASD,  and to the
     extent  obtained or made, are in full force and effect under the Securities
     Act, under applicable state securities or blue sky laws and from the NASD.


         (f) No Registration or Other Similar  Rights.  The Selling  Stockholder
     does not have any  registration  or other similar rights to have any equity
     or  debt   securities   registered  for  sale  by  the  Company  under  the
     Registration  Statement  or included in the offering  contemplated  by this
     Agreement,  except with respect to the Common Shares being registered under
     the Registration Statement.

         (g) No  Further  Consents,  etc.  No  consent,  approval  or  waiver is
     required under any instrument or agreement to which the Selling Stockholder
     is a party or by which the Selling  Stockholder is bound or under which the
     Selling Stockholder is entitled to any right or benefit, in connection with
     the  offering,  sale or purchase by the  Underwriters  of any of the Common
     Shares which may be sold by the Selling Stockholder under this Agreement or
     for  the  consummation  by the  Selling  Stockholder  of  any of the  other
     transactions contemplated hereby.


         (h) Disclosure Made by the Selling  Stockholder in the Prospectus.  All
     information furnished by or on behalf of the Selling Stockholder in writing
     expressly for use in the  Registration  Statement and Prospectus is, and on
     the First Closing Date will be, true, correct, and complete in all material
     respects, and does not, and on the First Closing Date will not, contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     necessary to make such information not misleading.  The Selling Stockholder
     confirms  as  accurate  the  number of  shares  of  Common  Stock set forth
     opposite the Selling Stockholder's name in the Prospectus under the caption
     "Principal and Selling Stockholders" (both prior to and after giving effect
     to the sale of the Common Shares).


         (i) No Price Stabilization or Manipulation. The Selling Stockholder has
     not taken and will not take, directly or indirectly, any action designed to
     or that might be reasonably expected to cause or result in stabilization or
     manipulation  of the price of any security of the Company to facilitate the
     sale or resale of the Common Shares.


         (j) Sale of Common Stock.  The Selling  Stockholder  is not prompted to
     sell shares of Common Stock by any information concerning the Company which
     is not set forth in the Registration Statement and the Prospectus.


                                      -11-


<PAGE>

         (k)  Statements  by the  Selling  Stockholder.  To the extent  that any
     statements or omissions made in the Registration Statement, any preliminary
     prospectus,  the Prospectus or any amendment or supplement thereto are made
     in reliance upon and in conformity  with written  information  furnished to
     the Company by the Selling  Stockholder  expressly  for use  therein,  such
     preliminary   prospectus  and  the  Registration  Statement  did,  and  the
     Prospectus and any further  amendments or  supplements to the  Registration
     Statement and the Prospectus  will, when they become effective or are filed
     with the Commission,  as the case may be, conform in all material  respects
     to the  requirements  of the  Securities  Act and not  contain  any  untrue
     statement of a material fact or omit to state any material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading.

             Any certificate  signed by or on behalf of the Selling  Stockholder
and delivered to the  Underwriters or to counsel for the  Underwriters  shall be
deemed to be a  representation  and warranty by the Selling  Stockholder to each
Underwriter as to the matters covered thereby.

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

         (a) The Firm  Common  Shares . Upon the terms  herein  set  forth,  the
     Selling Stockholder agrees to sell to the several Underwriters an aggregate
     of  13,636,000  Firm Common  Shares.  On the basis of the  representations,
     warranties and agreements herein contained,  and upon the terms but subject
     to the conditions herein set forth, the Underwriters  agree,  severally and
     not  jointly,  to  purchase  from the Selling  Stockholder  the Firm Common
     Shares.  The purchase price per Firm Common Share to be paid by the several
     Underwriters to the Selling Stockholder shall be $___ per share.


         (b) The First  Closing  Date.  Delivery  of  certificates  for the Firm
     Common  Shares to be purchased  by the  Underwriters  and payment  therefor
     shall be made at the offices of NMS, 600 Montgomery  Street, San Francisco,
     California  (or  such  other  place  as may  be  agreed  to by the  Selling
     Stockholder  and the  Representatives)  at 6:00 a.m. San Francisco time, on
     ___,  or such other time and date not later than 10:30 a.m.  San  Francisco
     time,  on ___(1) as the  Representatives  shall  designate by notice to the
     Selling  Stockholder  (the time and date of such  closing  are  called  the
     "First  Closing  Date").  The Company and the  Selling  Stockholder  hereby
     acknowledge that circumstances  under which the Representatives may provide
     notice to postpone the First Closing Date as originally  scheduled include,
     but are in no way limited to, any determination by the Company, the Selling
     Stockholder or the  Representatives  to recirculate to the public copies of
     an amended or  supplemented  Prospectus or a delay as  contemplated  by the
     provisions of Section 10.


         (c) The Optional  Common Shares;  the Second Closing Date. In addition,
     on the  basis of the  representations,  warranties  and  agreements  herein
     contained, and upon the terms but

----------

(1)      Insert a date ten business  days  following  the original  contemplated
         First Closing Date.


                                      -12-


<PAGE>

     subject to the  conditions  herein set forth,  the Company hereby grants an
     option to the several Underwriters to purchase,  severally and not jointly,
     up to an aggregate of 2,045,400  Optional Common Shares from the Company at
     the purchase  price per share to be paid by the  Underwriters  for the Firm
     Common Shares.  The option granted hereunder is for use by the Underwriters
     solely in covering  any  over-allotments  in  connection  with the sale and
     distribution of the Firm Common Shares. The option granted hereunder may be
     exercised  at any  time  (but  not  more  than  once)  upon  notice  by the
     Representatives  to the  Company,  which  notice  may be  given at any time
     within 30 days from the date of this Agreement. Such notice shall set forth
     (I) the  aggregate  number  of  Optional  Common  Shares  as to  which  the
     Underwriters are exercising the option, (ii) the names and denominations in
     which the  certificates for the Optional Common Shares are to be registered
     and (iii)  the time,  date and  place at which  such  certificates  will be
     delivered  (which time and date may be  simultaneous  with, but not earlier
     than,  the First  Closing  Date;  and in such case the term "First  Closing
     Date" shall refer to the time and date of delivery of certificates  for the
     Firm Common Shares and the Optional  Common Shares ). Such time and date of
     delivery,  if  subsequent  to the First Closing Date, is called the "Second
     Closing Date" and shall be determined by the  Representatives and shall not
     be earlier than three nor later than five full business days after delivery
     of such  notice  of  exercise.  If any  Optional  Common  Shares  are to be
     purchased,  each Underwriter agrees, severally and not jointly, to purchase
     the number of  Optional  Common  Shares  (subject  to such  adjustments  to
     eliminate  fractional  shares as the  Representatives  may determine)  that
     bears the same  proportion to the total number of Optional Common Shares to
     be  purchased  as the number of Firm Common  Shares set forth on Schedule a
     opposite  the name of such  Underwriter  bears to the total  number of Firm
     Common Shares. The  Representatives may cancel the option at any time prior
     to its  expiration by giving  written  notice of such  cancellation  to the
     Company.


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


         (e) Payment for the Common Shares.  Payment for the Common Shares to be
     sold by the Selling  Stockholder shall be made at the First Closing Date by
     wire transfer of  immediately  available  funds to the order of the Selling
     Stockholder.  Payment for the Common Shares to be sold by the Company shall
     be made, if  applicable,  at the First  Closing Date or the Second  Closing
     Date, as the case may be, by wire transfer of immediately  available  funds
     to the order of the Company.

          It is understood that the  Representatives  have been authorized,  for
     their own accounts and the accounts of the several Underwriters,  to accept
     delivery of and receipt for,  and make  payment of the purchase  price for,
     the Firm Common Shares and any Optional Common Shares the Underwriters have
     agreed to purchase.  NMS,  individually and not as a Representative  of the
     Underwriters,  may (but shall not be  obligated  to) make  payment  for any
     Common Shares to be purchased by any Underwriter whose funds shall not have
     been


                                      -13-


<PAGE>

     received by the  Representatives  by the First  Closing  Date or the Second
     Closing Date, as the case may be, for the account of such Underwriter,  but
     any  such  payment  shall  not  relieve  such  Underwriter  from any of its
     obligations under this Agreement.

              The  Selling   Stockholder   hereby   agrees  that  such   Selling
     Stockholder  will pay all stock  transfer  taxes,  stamp  duties  and other
     similar  taxes,  if any,  payable  upon the sale or  delivery of the Common
     Shares to be sold by such Selling Stockholder to the several  Underwriters,
     or  otherwise  in  connection   with  the   performance   of  such  Selling
     Stockholder's obligations hereunder.


         (f)  Delivery  of the Common  Shares.  The  Selling  Stockholder  shall
     deliver, or cause to be delivered,  to the Representatives for the accounts
     of the several  Underwriters  certificates for the Firm Common Shares to be
     sold by them at the First Closing Date, against the irrevocable  release of
     a wire  transfer  of  immediately  available  funds  for the  amount of the
     purchase  price  therefor.  The Company shall also deliver,  or cause to be
     delivered,   to  the  Representatives  for  the  accounts  of  the  several
     Underwriters,  certificates for the Optional Common Shares the Underwriters
     have agreed to purchase  from the Company at the First  Closing Date or the
     Second Closing Date, as the case may be, against the irrevocable release of
     a wire  transfer  of  immediately  available  funds  for the  amount of the
     purchase price therefor. The certificates for the Common Shares shall be in
     definitive  form and  registered  in such  names and  denominations  as the
     Representatives  shall have requested at least two full business days prior
     to the First Closing Date (or the Second  Closing Date, as the case may be)
     and shall be made  available  for  inspection on the business day preceding
     the First Closing Date (or the Second  Closing Date, as the case may be) at
     a location  in New York City as the  Representatives  may  designate.  Time
     shall be of the essence,  and  delivery at the time and place  specified in
     this  Agreement  is  a  further   condition  to  the   obligations  of  the
     Underwriters.


         (g) Delivery of  Prospectus to the  Underwriters.  Not later than 12:00
     p.m. on the second  business day  following  the date the Common Shares are
     released  by the  Underwriters  for sale to the public,  the Company  shall
     deliver  or  cause  to be  delivered  copies  of  the  Prospectus  in  such
     quantities  and at such  places  as the  Representatives  shall  reasonably
     request.

          SECTION 3. ADDITIONAL COVENANTS

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

         (a)  Representatives'  Review of Proposed  Amendments and  Supplements.
     During such period  beginning on the date hereof and ending on the later of
     the First  Closing Date or such date,  as in the opinion of counsel for the
     Underwriters,  the Prospectus is no longer  required by law to be delivered
     in  connection  with sales by an  Underwriter  or dealer  (the  "Prospectus
     Delivery  Period"),  prior to amending or  supplementing  the  Registration
     Statement  (including any  registration  statement  filed under Rule 462(b)
     under the Securities Act) or the  Prospectus,  the Company shall furnish to
     the  Representatives  for review a copy of each such proposed  amendment or
     supplement, and the Company shall not file any such


                                      -14-



<PAGE>

     proposed amendment or supplement to which the Representatives reasonably
     object.


         (b) Securities Act Compliance.  After the date of this  Agreement,  the
     Company shall  promptly  advise the  Representatives  in writing (I) of the
     receipt of any  comments  of, or requests for  additional  or  supplemental
     information  from, the Commission,  (ii) of the time and date of any filing
     of any  post-effective  amendment  to  the  Registration  Statement  or any
     amendment or supplement to any  preliminary  prospectus or the  Prospectus,
     (iii)  of the  time  and date  that  any  post-effective  amendment  to the
     Registration  Statement  becomes  effective and (iv) of the issuance by the
     Commission  of  any  stop  order   suspending  the   effectiveness  of  the
     Registration  Statement or any  post-effective  amendment thereto or of any
     order preventing or suspending the use of any preliminary prospectus or the
     Prospectus,  or of any  proceedings  to remove,  suspend or terminate  from
     listing or quotation  the Common Stock from any  securities  exchange  upon
     which the it is listed for trading or included or designated for quotation,
     or of the  threatening  or  initiation of any  proceedings  for any of such
     purposes.  If the  Commission  shall enter any such stop order at any time,
     the Company  will use its best  efforts to obtain the lifting of such order
     at the earliest possible moment.  Additionally,  the Company agrees that it
     shall  comply  with the  provisions  of  Rules  424(b),  430A  and 434,  as
     applicable, under the Securities Act and will use its reasonable efforts to
     confirm  that any filings  made by the Company  under such Rule 424(b) were
     received in a timely manner by the Commission.


         (c) Amendments and  Supplements to the Prospectus and Other  Securities
     Act Matters.  If, during the Prospectus  Delivery  Period,  any event shall
     occur or  condition  exist as a result of which it is necessary to amend or
     supplement the Prospectus in order to make the statements  therein,  in the
     light of the circumstances when the Prospectus is delivered to a purchaser,
     not misleading,  or if in the opinion of the Representatives or counsel for
     the  Underwriters  it is  otherwise  necessary to amend or  supplement  the
     Prospectus  to comply  with law,  the Company  agrees to  promptly  prepare
     (subject to Section 3(A)(a)  hereof),  file with the Commission and furnish
     at its own  expense  to the  Underwriters  and to  dealers,  amendments  or
     supplements  to the  Prospectus so that the statements in the Prospectus as
     so amended or supplemented will not, in the light of the circumstances when
     the  Prospectus  is delivered to a purchaser,  be misleading or so that the
     Prospectus, as amended or supplemented, will comply with law.


         (d) Copies of any Amendments and  Supplements  to the  Prospectus.  The
     Company agrees to furnish the Representatives,  without charge,  during the
     Prospectus  Delivery  Period,  as many  copies  of the  Prospectus  and any
     amendments and supplements  thereto as the  Representatives  may reasonably
     request.


         (e)  Blue  Sky  Compliance.   The  Company  shall  cooperate  with  the
     Representatives and counsel for the Underwriters to qualify or register the
     Common Shares for sale under (or obtain exemptions from the application of)
     the state  securities  or blue sky laws or Canadian  provincial  securities
     laws of those jurisdictions designated by the Representatives, shall


                                      -15-


<PAGE>

     comply with such laws and shall continue such qualifications, registrations
     and  exemptions in effect so long as required for the  distribution  of the
     Common  Shares.  The Company  shall not be required to qualify as a foreign
     corporation or to take any action that would subject it to general  service
     of process in any such jurisdiction where it is not presently  qualified or
     where it would be subject to taxation as a foreign corporation. The Company
     will  advise  the  Representatives   promptly  of  the  suspension  of  the
     qualification  or registration  of (or any such exemption  relating to) the
     Common  Shares for  offering,  sale or trading in any  jurisdiction  or any
     initiation or threat of any  proceeding  for any such  purpose,  and in the
     event  of  the  issuance  of  any  order  suspending  such   qualification,
     registration or exemption, the Company shall use its best efforts to obtain
     the withdrawal thereof at the earliest possible moment.


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


         (g)  Transfer  Agent.  The Company  shall engage and  maintain,  at its
     expense, a registrar and transfer agent for the Common Stock.


         (h) Earnings Statement.  As soon as practicable,  the Company will make
     generally  available to its security holders and to the  Representatives an
     earnings  statement  (which need not be audited)  covering the twelve-month
     period ending  [___](2) that  satisfies the  provisions of Section 11(a) of
     the Securities Act.


         (i) Periodic  Reporting  Obligations.  During the  Prospectus  Delivery
     Period the Company shall file, on a timely basis,  with the  Commission and
     the New York Stock Exchange all reports and documents  required to be filed
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act").


         (j) Agreement Not To Offer or Sell  Additional  Securities.  During the
     period of 180 days following the date of the  Prospectus,  the Company will
     not,  without  the prior  written  consent  of NMS  (which  consent  may be
     withheld at the sole  discretion  of NMS),  directly or  indirectly,  sell,
     offer, contract or grant any option to sell, pledge,  transfer or establish
     an open "put equivalent position" within the meaning of Rule 16a-1(h) under
     the  Exchange  Act, or otherwise  dispose of or  transfer,  or announce the
     offering of, or file any registration statement under the Securities Act in
     respect of, any Common Stock,  options or warrants to acquire shares of the
     Common Stock or securities exchangeable or exercisable for or

----------

(2)  Insert the date of the end of the Company's  first quarter ending after one
     year  following the  "effective  date of the  Registration  Statement"  (as
     defined in Rule 158(c) under the Securities Act).


                                      -16-


<PAGE>

     convertible into shares of Common Stock (other than as contemplated by this
     Agreement with respect to the Common Shares);  provided,  however, that the
     Company  may issue its Common  Stock or options to  purchase  shares of its
     Common  Stock,  or Common Stock upon  exercise of options,  pursuant to any
     stock option,  stock bonus or other stock plan or arrangement  described in
     the Prospectus,  but only if the holders of such shares, options, or shares
     issued upon exercise of such options,  agree in writing not to sell, offer,
     dispose of or otherwise transfer any such shares or options during such 180
     day period  without the prior written  consent of NMS (which consent may be
     withheld at the sole discretion of the NMS).

         (k) Future  Reports to the  Representatives.  During the period of five
     years  hereafter  the Company  will furnish to the  Representatives  at 600
     Montgomery Street, San Francisco, CA 94111 Attention: Gaurang Desai: (I) as
     soon as practicable after the end of each fiscal year, copies of the Annual
     Report of the Company containing the balance sheet of the Company as of the
     close of such fiscal year and  statements of income,  stockholders'  equity
     and cash  flows for the year  then  ended and the  opinion  thereon  of the
     Company's independent public or certified public accountants;  (ii) as soon
     as practicable  after the filing thereof,  copies of each proxy  statement,
     Annual Report on Form 10-K,  Quarterly Report on Form 10-Q,  Current Report
     on Form 8-K or other report filed by the Company with the  Commission,  the
     NASD or any securities exchange; and (iii) as soon as available,  copies of
     any report or  communication  of the Company mailed generally to holders of
     its capital stock.


          B.  COVENANTS  OF THE SELLING  STOCKHOLDER.  The  Selling  Stockholder
     further covenants and agrees with each Underwriter.

         (a) Agreement not to Offer or Sell  Additional  Securities.  During the
     period  of 180 days  following  the  date of the  Prospectus,  the  Selling
     Stockholder  will,  not,  without the prior  written  consent of NMS (which
     consent may be withheld in its sole  discretion),  directly or  indirectly,
     sell,  offer,  contract  or grant  any  option to sell  (including  without
     limitation  any  short  sale),  pledge,  transfer,  establish  an open "put
     equivalent position" within the meaning of Rule 16a-1(h) under the Exchange
     Act,  or  otherwise  dispose  of any  shares of Common  Stock,  options  or
     warrants to acquire shares of Common Stock,  or securities  exchangeable or
     exercisable  for or  convertible  into shares of Common Stock  currently or
     hereafter owned either of record or  beneficially  (as defined in Rule13d-3
     under  Exchange  Act)  by  the  undersigned,   or  publicly   announce  the
     undersigned's intention to do any of the foregoing.

         (b)  Delivery of Form W8. To deliver to the  Underwriters  prior to the
     First Closing Date a properly completed and executed United States Treasury
     Department Form W-8.


         (c) Use of  Proceeds.  The  Selling  Stockholder  shall  apply  the net
     proceeds  from  the  sale of the  Common  Shares  sold by it in the  manner
     described under the caption "Use of Proceeds" in the Prospectus.

          NMS,  on  behalf  of  the  several  Underwriters,  may,  in  its  sole
     discretion,  waive in writing the performance by the Company or the Selling
     Stockholder  of any one or more of the  foregoing  covenants  or extend the
     time for their performance.


                                      -17-


<PAGE>

          SECTION  4.  PAYMENT  OF   EXPENSES.   The  Company  and  the  Selling
     Stockholder,  jointly and  severally,  agree to pay in such  proportions as
     they may agree upon among themselves all costs,  fees and expenses incurred
     in  connection  with  the  performance  of  their  respective   obligations
     hereunder  and in connection  with the  transactions  contemplated  hereby,
     including without  limitation (I) all expenses incident to the issuance and
     delivery of the Common Shares (including all printing and engraving costs),
     (ii) all fees and  expenses  of the  registrar  and  transfer  agent of the
     Common Stock, (iii) all necessary issue,  transfer and other stamp taxes in
     connection  with  the  issuance  and  sale  of  the  Common  Shares  to the
     Underwriters,  (iv)  all  fees  and  expenses  of  the  Company's  counsel,
     independent public or certified public accountants and other advisors,  (v)
     all  costs  and  expenses  incurred  in  connection  with the  preparation,
     printing,  filing,  shipping and distribution of the Registration Statement
     (including  financial  statements,   exhibits,   schedules,   consents  and
     certificates of experts),  each preliminary  prospectus and the Prospectus,
     and all amendments and supplements  thereto,  and this Agreement,  (vi) all
     filing fees,  attorneys'  fees and expenses  incurred by the Company or the
     Underwriters  in connection  with  qualifying or registering  (or obtaining
     exemptions from the  qualification  or registration  of) all or any part of
     the Common Shares for offer and sale under the state securities or blue sky
     laws or the provincial  securities laws of Canada, and, if requested by the
     Representatives,  preparing and printing a "Blue Sky Survey" or memorandum,
     and  any   supplements   thereto,   advising  the   Underwriters   of  such
     qualifications,   registrations  and  exemptions,  (vii)  the  filing  fees
     incident  to, and the  reasonable  fees and  expenses  of  counsel  for the
     Underwriters  in  connection  with,  the NASD's  review and approval of the
     Underwriters'  participation in the offering and distribution of the Common
     Shares,  (viii) the fees and  expenses  associated  with listing the Common
     Stock on the New York Stock  Exchange,  and (ix) all other fees,  costs and
     expenses  referred to in Item 13 of Part II of the Registration  Statement.
     Except as provided in this  Section 4,  Section 6,  Section 8 and Section 9
     hereof, the Underwriters  shall pay their own expenses,  including the fees
     and disbursements of their counsel.

          The Selling  Stockholder  further agrees with each  Underwriter to pay
     (directly  or by  reimbursement)  all fees  and  expenses  incident  to the
     performance of its obligations under this Agreement which are not otherwise
     specifically provided for herein, including but not limited to (I) fees and
     expenses of counsel and other  advisors for such Selling  Stockholder,  and
     (ii)  expenses  and taxes  incident to the sale and  delivery of the Common
     Shares to be sold by such Selling Stockholder to the Underwriters hereunder
     (which  taxes,  if any,  may be  deducted  by the  Underwriters  under  the
     provisions of Section 2 of this Agreement).

          This  Section  4 shall  not  affect  or  modify  any  separate,  valid
     agreement  relating to the  allocation  of payment of expenses  between the
     Company, on the one hand, and the Selling Stockholder, on the other hand.


                                      -18-


<PAGE>

          SECTION 5.  CONDITIONS OF THE  OBLIGATIONS  OF THE  UNDERWRITERS.  The
     obligations of the several  Underwriters to purchase and pay for the Common
     Shares as provided  herein on the First  Closing Date and,  with respect to
     the Optional  Common Shares,  the Second Closing Date,  shall be subject to
     the  accuracy  of the  representations  and  warranties  on the part of the
     Company and the  Selling  Stockholder  set forth in Sections  1(A) and 1(B)
     hereof as of the date  hereof  and as of the First  Closing  Date as though
     then made and, with respect to the Optional Common Shares, as of the Second
     Closing Date as though then made, to the timely  performance by the Company
     and the  Selling  Stockholder  of  their  respective  covenants  and  other
     obligations hereunder, and to each of the following additional conditions:

         (a)   Accountants'   Comfort   Letter.   On  the   date   hereof,   the
     Representatives shall have received from Deloitte & Touche LLP, independent
     public or certified public  accountants for the Company, a letter dated the
     date  hereof  addressed  to  the   Underwriters,   in  form  and  substance
     satisfactory to the Representatives,  containing statements and information
     of the type  ordinarily  included  in  accountant's  "comfort  letters"  to
     underwriters, delivered according to Statement of Auditing Standards No. 72
     (or any  successor  bulletin),  with  respect to the audited and  unaudited
     financial  statements and certain  financial  information  contained in the
     Registration  Statement and the Prospectus (and the  Representatives  shall
     have  received an additional  four  conformed  copies of such  accountants'
     letter for each of the several Underwriters).


         (b)  Compliance  with   Registration   Requirements;   No  Stop  Order;
     Additional  Information Requests Complies With; No Objection from NASD. For
     the period from and after  effectiveness of this Agreement and prior to the
     First Closing Date and,  with respect to the Optional  Common  Shares,  the
     Second Closing Date:

              (i)  the  Company  shall  have  filed  the  Prospectus   with  the
         Commission  (including the information  required by Rule 430A under the
         Securities  Act) in the manner and within the time  period  required by
         Rule 424(b) under the Securities Act; or the Company shall have filed
a        post-effective  amendment to the Registration  Statement containing the
         information  required  by  such  Rule  430A,  and  such  post-effective
         amendment  shall have become  effective;  or, if the Company elected to
         rely  upon  Rule  434  under  the   Securities  Act  and  obtained  the
         Representatives'  consent thereto,  the Company shall have filed a Term
         Sheet with the  Commission  in the  manner  and within the time  period
         required by such Rule 424(b);

              (ii)  no  stop  order   suspending   the   effectiveness   of  the
         Registration Statement,  any Rule 462(b) Registration Statement, or any
         post-effective  amendment to the  Registration  Statement,  shall be in
         effect and no proceedings for such purpose shall have been instituted
         or threatened by the Commission;

              (iii) all requests for  additional  information on the part of the
         Commission shall have been complied with to the satisfaction of counsel
         to the Underwriters; and

              (iv) the NASD shall have raised no  objection  to the fairness and
         reasonableness of the underwriting terms and arrangements.


                                      -19-


<PAGE>

          (c) No Material Adverse Change. For the period from and after the date
     of this  Agreement and prior to the First Closing Date and, with respect to
     the Optional Common Shares, the Second Closing Date, in the judgment of the
     Representatives there shall not have occurred any Material Adverse Change.

          (d) Opinion of Counsel for the Company.  On each of the First  Closing
     Date and the Second  Closing Date the  Representatives  shall have received
     the favorable opinion of Paul, Hastings, Janofsky & Walker LLP, counsel for
     the Company,  dated as of such Closing Date,  the form of which is attached
     as Exhibit A (and the  Representatives  shall have  received an  additional
     four  conformed  copies of such  counsel's  legal  opinion  for each of the
     several Underwriters).

          (e)  Opinion of  Counsel  for the  Underwriters.  On each of the First
     Closing  Date and the Second  Closing Date the  Representatives  shall have
     received the favorable opinion of Fried, Frank, Harris, Shriver & Jacobson,
     counsel for the  Underwriters,  dated as of such Closing Date,  the form of
     which is attached as Exhibit B (and the Representatives shall have received
     an additional  four conformed  copies of such  counsel's  legal opinion for
     each of the several Underwriters).

          (f) Officers'  Certificate.  On each of the First Closing Date and the
     Second  Closing  Date the  Representatives  shall  have  received a written
     certificate  executed by the Chief  Executive  Officer or  President of the
     Company and the Chief Financial Officer or Chief Accounting  Officer of the
     Company,  dated  as of such  Closing  Date,  to the  effect  set  forth  in
     subsection (b)(ii) of this Section 5, and further to the effect that:

              (i) for the period from and after the date of this  Agreement  and
         prior to such Closing Date, there has not occurred any Material Adverse
         Change;

              (ii) the representations,  warranties and covenants of the Company
          set forth in Section 1(A) of this Agreement are true and correct with
         the same force and effect as though expressly made on and as of such
         Closing Date; and

              (iii)  the  Company  has  complied  with  all the  agreements  and
         satisfied  all the  conditions on its part to be performed or satisfied
         at or prior to such Closing Date.

          (g) Bring-down  Comfort Letter.  On each of the First Closing Date and
     the  Second  Closing  Date the  Representatives  shall have  received  from
     Deloitte & Touche LLP,  independent  public or certified public accountants
     for  the  Company,  a  letter  dated  such  date,  in  form  and  substance
     satisfactory to the  Representatives,  to the effect that they reaffirm the
     statements made in the letter  furnished by them pursuant to subsection (a)
     of this Section 5, except that the  specified  date referred to therein for
     the carrying out of  procedures  shall be no more than three  business days
     prior to the First Closing Date or Second  Closing Date, as the case may be
     (and the  Representatives  shall have received an additional four conformed
     copies of such accountants' letter for each of the several Underwriters).


                                      -20-


<PAGE>

          (h) Lock-Up Agreement from Certain Stockholders of the Company. On the
     date hereof,  the Company shall have  furnished to the  Representatives  an
     agreement in the form of Exhibit C hereto from each director and officer of
     the Company.

          (i) Listing of Common  Shares on New York Stock  Exchange.  The Common
     Shares to be sold by the Selling  Stockholder  and the Company at the First
     Closing Date and the Second  Closing  Date,  respectively,  shall have been
     duly accepted,  subject to notice of issuance,  for listing on the New York
     Stock Exchange.

          (j)  Opinion  of Counsel  for the  Selling  Stockholder.  On the First
     Closing Date the Underwriters  shall have received the favorable opinion of
     Kramer,  Levin,  Naftalis & Frankel,  counsel for the Selling  Stockholder,
     dated as of the  First  Closing  Date,  the form of  which is  attached  as
     Exhibit D.

          (k) Selling Stockholder Certificate. On each of the First Closing Date
     and the  Second  Closing  Date the  Underwriters  shall  received a written
     certificate executed by the Selling  Stockholder,  dated as of such Closing
     Date, to the effect that:

              (i) the  representations,  warranties and covenants of the Selling
         Stockholder  set  forth in  Section  1 of this  Agreement  are true and
         correct with the same force and effect as though  expressly made by the
         Selling Stockholder on and as of such Closing Date; and

               (ii) the Selling Stockholder has complied with all the agreements
         and  satisfied  all  the  conditions  on its  part to be  performed  or
         satisfied at or prior to such Closing Date.


          (l) Company and Selling Stockholder Documents. On the date hereof, the
     Company and the Selling  Stockholder shall have furnished for review by the
     Underwriters  such further  information,  certificates and documents as the
     Underwriters may reasonably request.

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

         If any condition  specified in this Section 5 is not satisfied when and
as  required  to  be  satisfied,   this  Agreement  may  be  terminated  by  the
Representatives by notice to the Company and the Selling Stockholder at any time
on or prior to the First Closing Date and,  with respect to the Optional  Common
Shares, at any time prior to the Second Closing Date, which termination shall be
without  liability  on the part of any party to any  other  party,  except  that
Section 4,  Section 6,  Section 8 and Section 9 shall at all times be  effective
and shall survive such termination.


                                      -21-


<PAGE>

     SECTION 6.  REIMBURSEMENT OF UNDERWRITERS'  EXPENSES.  If this Agreement is
terminated by the  Representatives  pursuant to Section 5, Section 7, Section 10
or Section 11, or if the sale to the  Underwriters  of the Common  Shares on the
First  Closing  Date is not  consummated  because of any  refusal,  inability or
failure on the part of the  Company or the  Selling  Stockholder  to perform any
agreement  herein or to comply with any  provision  hereof,  the Company and the
Selling  Stockholder,   in  such  proportions  as  they  may  agree  upon  among
themselves,  agree to reimburse the  Representatives  and the other Underwriters
(or  such  Underwriters  as have  terminated  this  Agreement  with  respect  to
themselves),  severally,  upon demand for all out-of-pocket  expenses that shall
have been reasonably  incurred by the  Representatives  and the  Underwriters in
connection  with the  proposed  purchase and the offering and sale of the Common
Shares, including but not limited to fees and disbursements of counsel, printing
expenses, travel expenses, postage, facsimile and telephone charges.

     SECTION 7. EFFECTIVENESS OF THIS AGREEMENT. This Agreement shall not become
effective  until the later of (I) the execution of this Agreement by the parties
hereto  and  (ii)  notification  by  the  Commission  to  the  Company  and  the
Representatives  of the  effectiveness of the  Registration  Statement under the
Securities Act.

         Prior to such  effectiveness,  this  Agreement may be terminated by any
party by notice to each of the other parties  hereto,  and any such  termination
shall  be  without  liability  on the  part of (a) the  Company  or the  Selling
Stockholder  to any  Underwriter,  except  that  the  Company  and  the  Selling
Stockholder shall be obligated to reimburse the expenses of the  Representatives
and the Underwriters pursuant to Sections 4 and 6 hereof, (b) of any Underwriter
to the  Company or the  Selling  Stockholder  or (c) of any party  hereto to any
other party except that the  provisions  of Section 8 and Section 9 shall at all
times be effective and shall survive such termination.

         SECTION 8.   INDEMNIFICATION.

          (a)  Indemnification of the Underwriters . The Company and the Selling
     Stockholder,  jointly and  severally,  agree to indemnify and hold harmless
     each Underwriter,  its officers and employees, and each person, if any, who
     controls any  Underwriter  within the meaning of the Securities Act and the
     Exchange Act against any loss,  claim,  damage,  liability  or expense,  as
     incurred,  to which such Underwriter or such controlling  person may become
     subject,  under the  Securities  Act, the Exchange Act or other  federal or
     state statutory law or regulation, or at common law or otherwise (including
     in settlement of any  litigation,  if such  settlement is effected with the
     written  consent of the  Company),  insofar as such  loss,  claim,  damage,
     liability or expense (or actions in respect thereof as contemplated  below)
     arises out of or is based (I) upon any untrue  statement or alleged  untrue
     statement of a material fact contained in the  Registration  Statement,  or
     any  amendment  thereto,  including  any  information  deemed  to be a part
     thereof  pursuant to Rule 430A or Rule 434 under the Securities Act, or the
     omission or alleged  omission  therefrom of a material  fact required to be
     stated therein or necessary to make the statements  therein not misleading;
     or (ii) upon any untrue statement or alleged untrue statement of a material
     fact  contained in any  preliminary  prospectus or the  Prospectus  (or any
     amendment  or  supplement  thereto),  or the  omission or alleged  omission
     therefrom  of a material  fact  necessary  in order to make the  statements
     therein,  in the light of the circumstances under which they were made, not
     misleading;  or  (iii)  in whole  or in part  upon  any  inaccuracy  in the
     representations  and  warranties of the Company or the Selling  Stockholder
     contained herein; or (iv) in whole or in part upon any


                                      -22-


<PAGE>

     failure  of the  Company  or  the  Selling  Stockholder  to  perform  their
     respective obligations hereunder or under law; or (v) any act or failure to
     act or any alleged act or failure to act by any  Underwriter  in connection
     with,  or  relating  in any manner to,  the  Common  Stock or the  offering
     contemplated hereby, and which is included as part of or referred to in any
     loss, claim,  damage,  liability or action arising out of or based upon any
     matter  covered by clause (I) or (ii)  above,  provided  that  neither  the
     Company nor the Selling  Stockholder  shall be liable under this clause (v)
     to the extent that a court of competent  jurisdiction shall have determined
     by a final  judgment  that such loss,  claim,  damage,  liability or action
     resulted  directly  from any such acts or  failures  to act  undertaken  or
     omitted to be taken by such  Underwriter  through  its bad faith or willful
     misconduct;  and to reimburse each  Underwriter  and each such  controlling
     person for any and all expenses  (including the fees and  disbursements  of
     counsel  chosen by NMS) as such  expenses are  reasonably  incurred by such
     Underwriter or such  controlling  person in connection with  investigating,
     defending,  settling,  compromising or paying any such loss, claim, damage,
     liability,  expense  or  action;  provided,  however,  that  the  foregoing
     indemnity agreement shall not apply to any loss, claim,  damage,  liability
     or expense to the extent,  but only to the extent,  arising out of or based
     upon any untrue  statement  or alleged  untrue  statement  or  omission  or
     alleged  omission  made in reliance  upon and in  conformity  with  written
     information  furnished to the Company by the Representatives  expressly for
     use  in the  Registration  Statement,  any  preliminary  prospectus  or the
     Prospectus  (or any amendment or supplement  thereto);  provided,  further,
     that with respect to any preliminary  prospectus,  the foregoing  indemnity
     agreement shall not inure to the benefit of any  Underwriter  from whom the
     person asserting any loss,  claim,  damage,  liability or expense purchased
     Common Shares, or any person controlling such Underwriter, if copies of the
     Prospectus were timely  delivered to the Underwriter  pursuant to Section 2
     and a copy of the  Prospectus  (as  then  amended  or  supplemented  if the
     Company shall have furnished any amendments or supplements thereto) was not
     sent or  given by or on  behalf  of such  Underwriter  to such  person,  if
     required  by law so to have  been  delivered,  at or prior  to the  written
     confirmation  of the sale of the Common  Shares to such person,  and if the
     Prospectus  (as so  amended  or  supplemented)  would have cured the defect
     giving  rise to  such  loss,  claim,  damage,  liability  or  expense;  and
     provided,  further, that the liability of the Selling Stockholder under the
     foregoing  indemnity  agreement  shall be limited to an amount equal to the
     initial  public  offering  price of the Common  Shares  sold by the Selling
     Stockholder, less the underwriting discount with respect to such shares, as
     set  forth  on the  front  cover  page  of the  Prospectus.  The  indemnity
     agreement  set  forth in this  Section  8(a)  shall be in  addition  to any
     liabilities  that the  Company and the Selling  Stockholder  may  otherwise
     have.


          (b) Indemnification of the Company,  its Directors and Officers.  Each
     Underwriter  agrees,  severally  and not  jointly,  to  indemnify  and hold
     harmless  the  Company,  each of its  directors,  each of its  officers who
     signed the Registration  Statement,  the Selling  Stockholder,  each of its
     directors, and each person, if any, who controls the Company or the Selling
     Stockholder  within the meaning of the  Securities Act or the Exchange Act,
     against any loss,  claim,  damage,  liability or expense,  as incurred,  to
     which the Company,  or any such director,  officer,  Selling Stockholder or
     controlling  person may  become  subject,  under the  Securities  Act,  the
     Exchange Act, or other federal or state statutory law or regulation,  or at
     common law or otherwise (including in settlement of any litigation, if such
     settlement  is  effected  with the  written  consent of such  Underwriter),
     insofar as such loss, claim, damage, liability or


                                      -23-


<PAGE>

     expense (or actions in respect thereof as contemplated below) arises out of
     or is based upon any untrue or alleged untrue  statement of a material fact
     contained in the Registration Statement,  any preliminary prospectus or the
     Prospectus (or any amendment or supplement thereto), or arises out of or is
     based upon the  omission or alleged  omission  to state  therein a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein not misleading, in each case to the extent, but only to the extent,
     that such  untrue  statement  or alleged  untrue  statement  or omission or
     alleged  omission was made in the Registration  Statement,  any preliminary
     prospectus,  the  Prospectus (or any amendment or supplement  thereto),  in
     reliance upon and in conformity with written  information  furnished to the
     Company by the Representatives  expressly for use therein; and to reimburse
     the  Company,  or  any  such  director,  officer,  Selling  Stockholder  or
     controlling person for any legal and other expense  reasonably  incurred by
     the  Company,  or  any  such  director,  officer,  Selling  Stockholder  or
     controlling person in connection with investigating,  defending,  settling,
     compromising or paying any such loss, claim, damage, liability,  expense or
     action. The Company and the Selling Stockholder hereby acknowledge that the
     only information  that the  Underwriters  have furnished to the Company and
     the Selling  Stockholder  expressly for use in the Registration  Statement,
     any  preliminary   prospectus  or  the  Prospectus  (or  any  amendment  or
     supplement thereto) are the statements set forth (A) as the first paragraph
     on the inside front cover page of the Prospectus  concerning  stabilization
     by the  Underwriters and (B) in the table in the first paragraph and as the
     second,  seventh and ninth paragraphs under the caption  "Underwriting"  in
     the  Prospectus;  and the  Underwriters  confirm that such  statements  are
     correct. The indemnity agreement set forth in this Section 8(b) shall be in
     addition to any liabilities that each Underwriter may otherwise have.


          (c) Notifications and Other Indemnification Procedures. Promptly after
     receipt  by an  indemnified  party  under  this  Section 8 of notice of the
     commencement  of any action,  such  indemnified  party will,  if a claim in
     respect  thereof is to be made  against an  indemnifying  party  under this
     Section 8,  notify the  indemnifying  party in writing of the  commencement
     thereof,  but the  omission  so to notify the  indemnifying  party will not
     relieve it from any liability  which it may have to any  indemnified  party
     for contribution or otherwise than under the indemnity  agreement contained
     in this  Section 8 or to the  extent it is not  prejudiced  as a  proximate
     result of such  failure.  In case any such  action is brought  against  any
     indemnified  party and such  indemnified  party  seeks or  intends  to seek
     indemnity  from an  indemnifying  party,  the  indemnifying  party  will be
     entitled to participate in, and, to the extent that it shall elect, jointly
     with all other indemnifying  parties similarly notified,  by written notice
     delivered to the  indemnified  party promptly after receiving the aforesaid
     notice from such  indemnified  party,  to assume the defense  thereof  with
     counsel  reasonably  satisfactory  to  such  indemnified  party;  provided,
     however,  if the defendants in any such action include both the indemnified
     party and the  indemnifying  party and the  indemnified  party  shall  have
     reasonably concluded that a conflict may arise between the positions of the
     indemnifying  party and the indemnified  party in conducting the defense of
     any such action or that there may be legal defenses  available to it and/or
     other  indemnified  parties which are different from or additional to those
     available to the indemnifying party, the indemnified party or parties shall
     have the right to select separate counsel to assume such legal defenses and
     to  otherwise  participate  in the defense of such action on behalf of such
     indemnified party or parties.  Upon receipt of notice from the indemnifying
     party to such indemnified party of such indemnifying party's election so to
     assume the defense of such action and approval by


                                      -24-


<PAGE>

     the indemnified party of counsel, the indemnifying party will not be liable
     to such  indemnified  party  under  this  Section  8 for any legal or other
     expenses subsequently incurred by such indemnified party in connection with
     the defense  thereof unless (I) the  indemnified  party shall have employed
     separate  counsel in  accordance  with the  proviso  to the next  preceding
     sentence (it being understood,  however,  that the indemnifying party shall
     not be liable for the expenses of more than one separate counsel  (together
     with local counsel), approved by the indemnifying party (NMS in the case of
     Section 8(b) and Section 9),  representing the indemnified  parties who are
     parties  to such  action)  or (ii) the  indemnifying  party  shall not have
     employed  counsel  satisfactory to the  indemnified  party to represent the
     indemnified  party within a reasonable time after notice of commencement of
     the action,  in each of which cases the fees and expenses of counsel  shall
     be at the expense of the indemnifying party.


          (d) Settlement.  The indemnifying party under this Section 8 shall not
     be liable for any settlement of any proceeding effected without its written
     consent,  but if settled with such consent or if there be a final  judgment
     for  the  plaintiff,   the  indemnifying  party  agrees  to  indemnify  the
     indemnified party against any loss, claim, damage,  liability or expense by
     reason  of such  settlement  or  judgment.  Notwithstanding  the  foregoing
     sentence,  if at any time an  indemnified  party  shall have  requested  an
     indemnifying party to reimburse the indemnified party for fees and expenses
     of counsel as contemplated by Section 8(c) hereof,  the indemnifying  party
     agrees  that it  shall  be  liable  for any  settlement  of any  proceeding
     effected without its written consent if (I) such settlement is entered into
     more than 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.  No indemnifying party shall, without the prior written consent
     of the indemnified party,  effect any settlement,  compromise or consent to
     the  entry  of  judgment  in any  pending  or  threatened  action,  suit or
     proceeding in respect of which any indemnified  party is or could have been
     a party and  indemnity  was or could  have been  sought  hereunder  by such
     indemnified party,  unless such settlement,  compromise or consent includes
     an unconditional  release of such  indemnified  party from all liability on
     claims that are the subject matter of such action, suit or proceeding.

     SECTION 9. CONTRIBUTION If the indemnification provided for in Section 8 is
for any reason  held to be  unavailable  to or  otherwise  insufficient  to hold
harmless  an  indemnified  party in  respect  of any  losses,  claims,  damages,
liabilities or expenses referred to therein,  then each indemnifying party shall
contribute to the aggregate amount paid or payable by such indemnified party, as
incurred, as a result of any losses,  claims,  damages,  liabilities or expenses
referred  to therein (I) in such  proportion  as is  appropriate  to reflect the
relative benefits  received by each of the Company and the Selling  Stockholder,
individually,  as the case may be, on the one hand, and the Underwriters, on the
other hand, from the offering of the Common Shares pursuant to this Agreement or
(ii) if the  allocation  provided  by  clause  (I)  above  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative benefits referred to in clause (I) above but also the relative fault of
the Company and the Selling Stockholder,  on the one hand, and the Underwriters,
on  the  other  hand,  in  connection   with  the  statements  or  omissions  or
inaccuracies in the representations and warranties herein which resulted in such
losses, claims, damages,  liabilities or expenses, as well as any other relevant
equitable considerations.  The relative benefits received by the Company and the
Selling Stockholder,


                                      -25-


<PAGE>

individually,  as the case may be, on the one hand, and the Underwriters, on the
other hand,  in connection  with the offering of the Common  Shares  pursuant to
this Agreement shall be deemed to be in the same  respective  proportions as the
total net  proceeds  from the  offering  of the Common  Shares  pursuant to this
Agreement  (before deducting  expenses)  received by the Company and the Selling
Stockholder,  individually,  as the  case  may be,  and the  total  underwriting
discount  received by the  Underwriters,  in each case as set forth on the front
cover page of the Prospectus  (or, if Rule 434 under the Securities Act is used,
the  corresponding  location on the Term Sheet)  bear to the  aggregate  initial
public  offering  price of the  Common  Shares as set forth on such  cover.  The
relative fault of the Company and the Selling Stockholder,  on the one hand, and
the Underwriters,  on the other hand, shall be determined by reference to, among
other things,  whether any such untrue or alleged untrue statement of a material
fact or  omission  or  alleged  omission  to state a  material  fact or any such
inaccurate  or  alleged   inaccurate   representation  or  warranty  relates  to
information supplied by the Company or the Selling Stockholder, on the one hand,
or the  Underwriters,  on the other  hand,  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

         The  amount  paid or  payable  by a party  as a result  of the  losses,
claims,  damages,  liabilities and expenses referred to above shall be deemed to
include,  subject to the  limitations  set forth in Section  8(c),  any legal or
other fees or  expenses  reasonably  incurred by such party in  connection  with
investigating  or defending  any action or claim.  The  provisions  set forth in
Section 8(c) with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this Section 9; provided,  however,
that no additional notice shall be required with respect to any action for which
notice has been given under Section 8(c) for purposes of indemnification.

         The Company, the Selling Stockholder and the Underwriters agree that it
would not be just and equitable if contribution  pursuant to this Section 9 were
determined by pro rata allocation (even if the Underwriters  were treated as one
entity for such  purpose) or by any other  method of  allocation  which does not
take account of the equitable considerations referred to in this Section 9.

         Notwithstanding  the provisions of this Section 9, no Underwriter shall
be required to contribute any amount in excess of the  underwriting  commissions
received by such  Underwriter in connection with the Common Shares  underwritten
by  it  and   distributed  to  the  public.   No  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.   The  Underwriters'  obligations  to  contribute
pursuant to this Section 9 are several,  and not joint,  in  proportion to their
respective  underwriting  commitments  as set  forth  opposite  their  names  in
Schedule A. For  purposes  of this  Section 9, each  officer and  employee of an
Underwriter  and each person,  if any, who  controls an  Underwriter  within the
meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each officer
of the Company who signed the Registration  Statement,  and each person, if any,
who controls the Company with the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as the Company.


                                      -26-


<PAGE>

     SECTION 10. DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS.  If, on the
First  Closing Date or the Second  Closing  Date, as the case may be, any one or
more of the several  Underwriters shall fail or refuse to purchase Common Shares
that it or they  have  agreed  to  purchase  hereunder  on  such  date,  and the
aggregate  number  of  Common  Shares  which  such  defaulting   Underwriter  or
Underwriters agreed but failed or refused to purchase does not exceed 10% of the
aggregate  number of the Common  Shares to be purchased on such date,  the other
Underwriters shall be obligated,  severally,  in the proportions that the number
of Firm Common Shares set forth  opposite their  respective  names on Schedule A
bears to the aggregate number of Firm Common Shares set forth opposite the names
of all such non-defaulting Underwriters,  or in such other proportions as may be
specified  by  the  Representatives  with  the  consent  of  the  non-defaulting
Underwriters, to purchase the Common Shares which such defaulting Underwriter or
Underwriters  agreed but failed or refused to purchase on such date.  If, on the
First  Closing Date or the Second  Closing  Date, as the case may be, any one or
more of the Underwriters  shall fail or refuse to purchase Common Shares and the
aggregate  number of Common  Shares with  respect to which such  default  occurs
exceeds 10% of the  aggregate  number of Common  Shares to be  purchased on such
date, and arrangements  satisfactory to the  Representatives and the Company for
the  purchase  of such  Common  Shares are not made  within 48 hours  after such
default,  this Agreement shall terminate  without  liability of any party to any
other party  except that the  provisions  of Section 4, Section 6, Section 8 and
Section 9 shall at all times be effective and shall survive such termination. In
any such case either the  Representatives or the Company shall have the right to
postpone the First Closing Date or the Second  Closing Date, as the case may be,
but in no event for longer than seven days in order that the  required  changes,
if any, to the Registration  Statement and the Prospectus or any other documents
or arrangements may be effected.

         As used in this Agreement,  the term  "Underwriter"  shall be deemed to
include any person  substituted for a defaulting  Underwriter under this Section
10. Any action  taken under this  Section 10 shall not  relieve  any  defaulting
Underwriter from liability in respect of any default of such  Underwriter  under
this Agreement.

     SECTION 11. TERMINATION OF THIS AGREEMENT.  Prior to the First Closing Date
this Agreement may be terminated by the  Representatives  by notice given to the
Company and the Selling  Stockholder  if at any time (I) trading or quotation in
any of the  Company's  securities  shall have been  suspended  or limited by the
Commission or by the Nasdaq Stock Market or trading in  securities  generally on
either the Nasdaq  Stock Market or the New York Stock  Exchange  shall have been
suspended or limited,  or minimum or maximum  prices  shall have been  generally
established on any of such stock exchanges by the Commission or the NASD; (ii) a
general banking moratorium shall have been declared by any of federal, New York,
Delaware or California authorities; (iii) there shall have occurred any outbreak
or  escalation  of  national  or  international  hostilities  or any  crisis  or
calamity, or any change in the United States or international financial markets,
or any  substantial  change or development  involving a prospective  substantial
change in United  States' or  international  political,  financial  or  economic
conditions,  as in the judgment of the  Representatives  is material and adverse
and makes it  impracticable to market the Common Shares in the manner and on the
terms  described  in the  Prospectus  or to  enforce  contracts  for the sale of
securities;  (iv)  in the  judgment  of the  Representatives  there  shall  have
occurred any Material Adverse Change;  or (v) the Company shall have sustained a
loss by strike,  fire,  flood,  earthquake,  accident or other  calamity of such
character as in the judgment of the  Representatives  may  interfere  materially
with the conduct of


                                      -27-


<PAGE>

the business and  operations  of the Company  regardless  of whether or not such
loss shall have been insured.  Any termination pursuant to this Section 11 shall
be without  liability on the part of (a) the Company or the Selling  Stockholder
to any Underwriter, except that the Company and the Selling Stockholder shall be
obligated to reimburse the expenses of the  Representatives and the Underwriters
pursuant to Sections 4 and 6 hereof,  (b) any  Underwriter to the Company or the
Selling  Stockholder,  or (c) of any party hereto to any other party except that
the  provisions  of Section 8 and Section 9 shall at all times be effective  and
shall survive such termination.

     SECTION  12.  REPRESENTATIONS  AND  INDEMNITIES  TO SURVIVE  DELIVERY.  The
respective  indemnities,  agreements,  representations,   warranties  and  other
statements of the Company,  of its officers,  of the Selling  Stockholder and of
the several  Underwriters  set forth in or made pursuant to this  Agreement will
remain in full force and effect,  regardless of any investigation  made by or on
behalf  of any  Underwriter  or the  Company  or any of its or  their  partners,
officers or directors or any controlling  person, or the Selling  Stockholder as
the case may be, and will survive  delivery of and payment for the Common Shares
sold hereunder and any termination of this Agreement.

     SECTION 13. NOTICES. All communications hereunder shall be in writing and
shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:

  If to the Representatives:

         NationsBanc Montgomery Securities LLC
         600 Montgomery Street
         San Francisco, California 94111
         Facsimile:  415-249-5558
         Attention:  Richard A. Smith

with a copy to:

         NationsBanc Montgomery Securities LLC
         600 Montgomery Street
         San Francisco, California  94111
         Facsimile:  (415) 249-5553
         Attention:  David A. Baylor, Esq.

If to the Company:

         American Bank Note Holographics, Inc.
         399 Executive Boulevard
         Elmsford, NY  10523
         Facsimile:  (212) 328-0728
         Attention:  Morris Weissman

If to the Selling Stockholder:

         American Banknote Corporation
         200 Park Avenue


                                      -28-


<PAGE>

         New York, NY  10166
         Facsimile:  (212) 328-0728
         Attention:  Morris Weissman

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

     SECTION 14. SUCCESSORS.  This Agreement will inure to the benefit of and be
binding upon the parties hereto,  including any substitute Underwriters pursuant
to  Section  10  hereof,  and to the  benefit  of the  employees,  officers  and
directors and controlling persons referred to in Section 8 and Section 9, and in
each case their  respective  successors,  and personal  representatives,  and no
other person will have any right or obligation hereunder.  The term "successors"
shall not include  any  purchaser  of the Common  Shares as such from any of the
Underwriters merely by reason of such purchase.

     SECTION 15. PARTIAL UNENFORCEABILITY. The invalidity or unenforceability of
any  Section,  paragraph or  provision  of this  Agreement  shall not affect the
validity or enforceability of any other Section,  paragraph or provision hereof.
If any  Section,  paragraph  or  provision  of this  Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor  changes (and only such minor  changes) as are  necessary to make it valid
and enforceable.

     SECTION 16.  GOVERNING LAW PROVISIONS.  THIS AGREEMENT SHALL BE GOVERNED BY
AND  CONSTRUED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE ENTIRELY PERFORMED IN SUCH STATE.

     SECTION 17.  GENERAL  PROVISIONS.  This  Agreement  constitutes  the entire
agreement of the parties to this  Agreement and  supersedes all prior written or
oral and all  contemporaneous  oral agreements,  understandings and negotiations
with respect to the subject matter hereof. This Agreement may be executed in two
or more  counterparts,  each one of which  shall be an  original,  with the same
effect as if the  signatures  thereto and hereto were upon the same  instrument.
This  Agreement  may not be amended or modified  unless in writing by all of the
parties  hereto,  and no  condition  herein  (express or implied)  may be waived
unless  waived in writing by each party whom the  condition is meant to benefit.
The Table of Contents and the Section headings herein are for the convenience of
the parties only and shall not affect the construction or interpretation of this
Agreement.

         Each of the  parties  hereto  acknowledges  that it is a  sophisticated
business  person who was adequately  represented by counsel during  negotiations
regarding  the   provisions   hereof,   including,   without   limitation,   the
indemnification  provisions  of  Section 8 and the  contribution  provisions  of
Section 9, and is fully informed regarding said provisions.  Each of the parties
hereto  further  acknowledges  that the  provisions  of  Sections 8 and 9 hereto
fairly  allocate the risks in light of the ability of the parties to investigate
the  Company,  its  affairs and its  business  in order to assure that  adequate
disclosure  has  been  made  in  the  Registration  Statement,  any  preliminary
prospectus and the Prospectus (and any amendments and supplements  thereto),  as
required by the Securities Act and the Exchange Act.


                                      -29-


<PAGE>

                  [Remainder of Page Intentionally Left Blank]


                                      -30-


<PAGE>

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


                                        Very truly yours,


                                        AMERICAN BANK NOTE HOLOGRAPHICS, INC.



                                        By:  _________________________
                                             Name:
                                             Title:


                                        AMERICAN BANKNOTE CORPORATION



                                        By:  _________________________
                                             Name:
                                             Title:

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


NATIONSBANC MONTGOMERY SECURITIES LLC
LAZARD FRERES & CO. LLC
RAYMOND JAMES & ASSOCIATES, INC.
SMITH BARNEY INC.
Acting as  Representatives  of the several  Underwriters  named in the  attached
Schedule A.

By:   NATIONSBANC MONTGOMERY SECURITIES LLC




By:   _________________________
      Richard A. Smith,
      Authorized Signatory


                                      -31-

<PAGE>

                                   SCHEDULE



<PAGE>




                                                                NUMBER OF
                                                           FIRM COMMON SHARES
                                                            TO BE PURCHASED
  UNDERWRITERS
  NationsBanc Montgomery Securities LLC ..............           [___]
  Lazard Freres & Co. LLC ............................           [___]
  Raymond James & Associates, Inc. ...................           [___]
  Smith Barney Inc....................................           [___]
  [___] ..............................................           [___]

           Total......................................           [___]


                                      -32-


<PAGE>

                                                                       EXHIBIT A

The final opinion in draft form should be attached as Exhibit A at the time this
Agreement is executed.

         Opinion of Paul,  Hastings,  Janofsky  & Walker  LLP,  counsel  for the
Company, to be delivered pursuant to Section 5(d) of the Underwriting Agreement.

         References to the Prospectus in this Exhibit A include any  supplements
thereto at the Closing Date.

             (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.

             (iii) The Company 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  for  such
     jurisdictions  where the  failure to so  qualify or to be in good  standing
     would not,  individually or in the aggregate,  result in a Material Adverse
     Change.

             (iv) Each significant  subsidiary (as defined in Rule 405 under the
     Securities Act) 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 Prospectus
     and, to the best knowledge of such counsel, 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 for
     such jurisdictions where the failure to so qualify or to be in good
     standing would not, individually or in the aggregate, result in a Material
     Adverse Change.

             (v) All of the issued and  outstanding  capital  stock of each such
     significant  subsidiary  has been duly  authorized and validly  issued,  is
     fully paid and  non-assessable  and is owned by the  Company,  directly  or
     through  subsidiaries,  free and clear of any security interest,  mortgage,
     pledge,  lien,  encumbrance or, to the best knowledge of such counsel,  any
     pending or threatened claim.

             (vi) The authorized,  issued and  outstanding  capital stock of the
     Company  (including the Common Stock) conforms to the  description  thereof
     set forth in the Prospectus.  All of the outstanding shares of Common Stock
     including the shares of Common Stock owned by Selling Stockholder have been
     duly authorized and validly issued,  are fully paid and nonassessable  and,
     to the best of such counsel's knowledge, have been


                                       -1-


<PAGE>

     issued in compliance with the registration and  qualification  requirements
     of federal  and state  securities  laws.  The form of  certificate  used to
     evidence the Common  Stock is in due and proper form and complies  with all
     applicable  requirements  of the charter and by-laws of the Company and the
     General  Corporation  Law of the State of Delaware.  The description of the
     Company's stock option,  stock bonus and other stock plans or arrangements,
     and the options or other rights granted and exercised thereunder, set forth
     in the Prospectus  accurately and fairly presents the information  required
     to be shown with respect to such plans, arrangements, options and rights.

             (vii) No  stockholder  of the  Company or any other  person has any
     preemptive  right,  right  of  first  refusal  or  other  similar  right to
     subscribe  for  or  purchase  securities  of  the  Company  arising  (i) by
     operation  of the  charter  or  by-laws  of  the  Company  or  the  General
     Corporation  Law of the State of Delaware or (ii) to the best  knowledge of
     such counsel, otherwise.

             (viii)  The  Underwriting   Agreement  has  been  duly  authorized,
     executed and  delivered  by, and is a valid and binding  agreement  of, the
     Company,  enforceable  in  accordance  with its terms,  except as rights to
     indemnification  thereunder  may be limited by applicable law and except as
     the  enforcement   thereof  may  be  limited  by  bankruptcy,   insolvency,
     reorganization,  moratorium  or other similar laws relating to or affecting
     creditors' rights generally or by general equitable principles.

             (ix) The Common Shares to be purchased by the Underwriters from the
     Company have been duly  authorized  for  issuance and sale  pursuant to the
     Underwriting  Agreement  and,  when  issued and  delivered  by the  Company
     pursuant to the Underwriting Agreement against payment of the consideration
     set forth therein, will be validly issued, fully paid and nonassessable.

             (x)  Each  of  the  Registration  Statement  and  the  Rule  462(b)
     Registration  Statement,  if  any,  has  been  declared  effective  by  the
     Commission under the Securities Act. To the best knowledge of such counsel,
     no stop order  suspending the  effectiveness  of either of the Registration
     Statement  or the Rule  462(b)  Registration  Statement,  if any,  has been
     issued under the Securities  Act and no  proceedings  for such purpose have
     been  instituted  or are pending or are  contemplated  or threatened by the
     Commission.  Any  required  filing  of the  Prospectus  and any  supplement
     thereto  pursuant to Rule 424(b) under the  Securities Act has been made in
     the manner and within the time period required by such Rule 424(b).

             (xi)  The  Registration   Statement,   including  any  Rule  462(b)
     Registration Statement, 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 or incorporated by reference  therein or in
     exhibits to or excluded  from the  Registration  Statement,  as to which no
     opinion need be rendered)  comply as to form in all material  respects with
     the applicable requirements of the Securities Act.


                                       -2-


<PAGE>

          (xii) The Common Shares have been approved for listing on the New York
     Stock Exchange.

             (xiii) The  statements  (i) in the  Prospectus  under the  captions
     "Description of Capital Stock",  "Management's  Discussion and Analysis and
     Results of Operations--Liquidity  and Capital Resources",  "Business--Legal
     Proceedings",  "Business--Trademarks  and Patents",  "Certain Relationships
     and Related Transactions",  and "Underwriting" and (ii) in Item 14 and Item
     15 of the  Registration  Statement,  insofar as such statements  constitute
     matters of law, summaries of legal matters, the Company's charter or by-law
     provisions,  documents or legal proceedings, or legal conclusions, has been
     reviewed by such counsel and fairly present and summarize,  in all material
     respects, the matters referred to therein.

             (xiv) To the best knowledge of such counsel,  there are no legal or
     governmental actions,  suits or proceedings pending or threatened which are
     required to be disclosed in the  Registration  Statement,  other than those
     disclosed therein.

             (xv) To the best  knowledge of such counsel,  there are no Existing
     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 and references thereto are correct in
     all material respects.

             (xvi) No  consent,  approval,  authorization  or other order of, or
     registration or filing with, any court or other  governmental  authority or
     agency, is required for the Company's  execution,  delivery and performance
     of  the  Underwriting   Agreement  and  consummation  of  the  transactions
     contemplated  thereby and by the  Prospectus,  except as required under the
     Securities Act,  applicable  state securities or blue sky laws and from the
     NASD.

             (xvii) The execution and delivery of the Underwriting  Agreement by
     the  Company  and  the  performance  by  the  Company  of  its  obligations
     thereunder  (other than performance by the Company of its obligations under
     the indemnification  section of the Underwriting  Agreement, as to which no
     opinion need be expressed)  (i) have been duly  authorized by all necessary
     corporate  action on the part of the  Company;  (ii) will not result in any
     violation of the provisions of the charter or by-laws of the Company or any
     subsidiary;  (iii) will not  constitute a breach of, or Default  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,  (A)  the  Company's   $30,000,000  Credit  Facility,   dated
     ___________,  1998 with The Chase Manhattan Bank, as lender,  or (B) to the
     best knowledge of such counsel, any other material Existing Instrument;  or
     (iv) to the  best  knowledge  of  such  counsel,  will  not  result  in any
     violation of any law, administrative  regulation or administrative or court
     decree applicable to the Company or any subsidiary.

             (xviii) The Company is not, and after giving effect to the offering
     of the Common Shares contemplated by the Underwriting  Agreement,  will not
     be, an "investment company" within the meaning of Investment Company Act.


                                       -3-


<PAGE>

             (xix) To the best  knowledge of such counsel,  there are no persons
     with  registration  or other  similar  rights  to have any  equity  or debt
     securities registered for sale under the Registration Statement or included
     in the offering contemplated by the Underwriting Agreement,  other than the
     Selling Stockholder, except for such rights as have been duly waived.

             (xx) To the best knowledge of such counsel, neither the Company nor
     any  subsidiary  is in  violation  of its  charter  or  by-laws or any law,
     administrative  regulation or  administrative or court decree applicable to
     the  Company  or any  subsidiary  or is in Default  in the  performance  or
     observance of any obligation, agreement, covenant or condition contained in
     any  material  Existing  Instrument,  except  in each  such  case  for such
     violations  or Defaults  as would not,  individually  or in the  aggregate,
     result in a Material Adverse Change.

         In addition,  such counsel shall state that they have  participated  in
conferences   with   officers   and  other   representatives   of  the  Company,
representatives  of the independent  public or certified public  accountants for
the Company and with  representatives  of the Underwriters at which the contents
of the  Registration  Statement  and  the  Prospectus,  and any  supplements  or
amendments  thereto,  and related  matters were  discussed  and,  although  such
counsel  is not  passing  upon and does not assume  any  responsibility  for the
accuracy,   completeness  or  fairness  of  the  statements   contained  in  the
Registration  Statement or the Prospectus (other than as specified  above),  and
any supplements or amendments  thereto,  on the basis of the foregoing,  nothing
has come to their  attention  which  would lead them to believe  that either the
Registration  Statement or any amendments  thereto, at the time the Registration
Statement or such amendments 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,  as of its date or at the First  Closing Date or the Second  Closing
Date,  as the case may be,  contained an untrue  statement of a material fact or
omitted  to state a  material  fact  necessary  in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading (it being  understood  that such counsel need express no belief as to
the financial  statements  or schedules or other  financial or  statistical  dat
aderived therefrom,  included in the Registration Statement or the Prospectus or
any amendments or supplements thereto).

         In  rendering  such  opinion,  such  counsel may rely (A) as to matters
involving the  application  of laws of any  jurisdiction  other than the General
Corporation Law of the State of Delaware or the State of New York or the federal
law of the United  States,  to the extent they deem proper and specified in such
opinion,  upon the opinion  (which shall be dated the First  Closing Date or the
Second  Closing  Date,  as the case may be,  shall be  satisfactory  in form and
substance to the  Underwriters,  shall expressly state that the Underwriters may
rely on such  opinion as if it were  addressed to them and shall be furnished to
the  Representatives)  of other counsel of good standing whom they believe to be
reliable and who are  satisfactory  to counsel for the  Underwriters;  provided,
however,  that such counsel  shall further state that they believe that they and
the  Underwriters  are justified in relying upon such opinion of other  counsel,
and


                                       -4-


<PAGE>

(B) as to matters of fact, to the extent they deem proper,  on  certificates  of
responsible officers of the Company and public officials.


                                       -5-


<PAGE>

                                                                       EXHIBIT B

         Opinion of counsel for the  Underwriters  to be  delivered  pursuant to
Section 5(e) of the Underwriting Agreement.

         References to the Prospectus in this Exhibit B include any  supplements
thereto at the Closing Date.

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

             (ii) No  stockholder  of the  Company  or any other  person has any
     preemptive  right,  right  of  first  refusal  or  other  similar  right to
     subscribe for or purchase securities of the Company arising by operation of
     the charter or by-laws of the Company or the General Corporation Law of the
     State of Delaware.

             (iii) The Underwriting Agreement has been duly authorized, executed
     and  delivered  by, and is a valid and binding  agreement  of, the Company,
     enforceable  against the Company in  accordance  with its terms,  except as
     rights to  indemnification  thereunder may be limited by applicable law and
     except as the enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization,  moratorium  or other similar laws relating to or affecting
     creditors' rights generally or by general equitable principles.

             (iv) The Common Shares to be purchased by the Underwriters from the
     Company have been duly  authorized  for  issuance and sale  pursuant to the
     Underwriting  Agreement  and,  when  issued and  delivered  by the  Company
     pursuant to the Underwriting Agreement against payment of the consideration
     set forth therein, will be validly issued, fully paid and nonassessable.

             (v)  Each  of  the  Registration  Statement  and  the  Rule  462(b)
     Registration  Statement,  if  any,  has  been  declared  effective  by  the
     Commission under the Securities Act. To the best knowledge of such counsel,
     no stop order  suspending the  effectiveness  of either of the Registration
     Statement  or the Rule  462(b)  Registration  Statement,  if any,  has been
     issued under the Securities  Act and no  proceedings  for such purpose have
     been  instituted  or are pending or are  contemplated  or threatened by the
     Commission.  Any  required  filing  of the  Prospectus  and any  supplement
     thereto  pursuant to Rule 424(b) under the  Securities Act has been made in
     the manner and within the time period required by such Rule 424(b).

             (vi)  The  Registration   Statement,   including  any  Rule  462(b)
     Registration Statement, 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 or incorporated by reference  therein or in
     exhibits to or excluded  from the  Registration  Statement,  as to which no
     opinion need be rendered)


                                       -1-


<PAGE>

     appeared on their face to be responsive as to form in all material respects
     with the applicable requirements of the Securities Act.

             (vii) The Common  Shares have been  approved for testing on the New
     York Stock Exchange, subject to official notice of issuance.

             (viii)  The  statements  in  the  Prospectus   under  the  captions
     "Description  of  Capital  Stock"  and  "Underwriting",   insofar  as  such
     statements   constitute   matters  of  law,  summaries  of  legal  matters,
     provisions  of the charter or by-laws of the  Company,  documents  or legal
     conclusions,  have been reviewed by such counsel and fairly present, in all
     material respects, the matters referred to therein.

         In  addition,  such  counsel  shall  state  that in the  course  of the
preparation by the Company and Company counsel of the Registration Statement and
the Prospectus,  such counsel  participated  in conferences  with certain of the
officers and representatives of, and the independent public accountants for, the
Company.  Such  counsel  shall state that  between the date of the  Registration
Statement  and the time of  delivery  of their  opinion,  they  participated  in
additional  conferences with certain officers and representatives of the Company
at which the contents of the  Registration  Statement  and the  Prospectus  were
discussed to a limited extent. Such counsel may state that given the limitations
inherent in the independent verification of factual matters and the character of
determinations  involved in the registration  process, they are not passing upon
and do not assume any responsibility for the accuracy,  completeness or fairness
of the statements  contained in the  Registration  Statement or the  Prospectus.
Such counsel  shall state that subject to the  foregoing and on the basis of the
information  they  gained  in the  course  of the  performance  of the  services
referred  to  above,   including   information   obtained   from   officers  and
representatives of the Company, no facts have come to their attention that cause
them to believe that the  Registration  Statement,  at the time the Registration
Statement became effective, contained any untrue statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the  statements  therein not misleading or that the  Prospectus,  as of its
date,  contained  any untrue  statement  of a material  fact or omitted to state
amaterial  fact required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  Also, such counsel shall state that,  subject to the foregoing,
no facts have come to their attention in the course of the proceedings described
in the second  sentence of this  paragraph  that cause them to believe  that the
Prospectus,  as of the date  and  time of  delivery  of  their  opinion  letter,
contains any untrue  statement of a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading. In each case, however,
such counsel shall not be required to express any view or belief with respect to
(i)  financial  statements,  notes  or  schedules  included  or  omitted  in the
Registration  Statement or the Prospectus or (ii) other  financial data included
or omitted in the Registration Statement or the Prospectus.

         In  rendering  such  opinion,  such  counsel may rely (A) as to matters
involving the  application  of laws of any  jurisdiction  other than the General
Corporation Law of the State of


                                       -2-


<PAGE>

Delaware or the State of New York or the federal  law of the United  States,  to
the extent  they deem proper and  specified  in such  opinion,  upon the opinion
(which shall be dated the First Closing Date or the Second  Closing Date, as the
case  may  be,  and  shall  be   satisfactory  in  form  and  substance  to  the
Underwriters)  of  other  counsel  of good  standing  whom  they  believe  to be
reliable;  and (B) as to matters of fact,  to the extent  they deem  proper,  on
certificates of responsible officers of the Company, the Selling Stockholder and
public officials.


                                       -3-


<PAGE>

                                                                       EXHIBIT C

[Date]



NATIONSBANC MONTGOMERY SECURITIES LLC
LAZARD FRERES & CO. LLC
RAYMOND JAMES & ASSOCIATES INC.
SMITH BARNEY INC.
   As Representatives of the Several Underwriters
c/o NationsBanc Montgomery Securities LLC
600 Montgomery Street
San Francisco, California 94111


RE:      AMERICAN BANK NOTE HOLOGRAPHICS, INC. (the "Company")

Ladies & Gentlemen:

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

In  consideration  of the  foregoing,  the  undersigned  hereby  agrees that the
undersigned   will  not,  without  the  prior  written  consent  of  NationsBanc
Montgomery  Securities  LLC ("NMS")  (which  consent may be withheld in its sole
discretion),  directly or indirectly,  sell, offer, contract or grant any option
to sell  (including  without  limitation  any  short  sale),  pledge,  transfer,
establish an open "put equivalent  position" within the meaning of Rule 16a-1(h)
under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or
otherwise dispose of any shares of Common Stock,  options or warrants to acquire
shares of  Common  Stock,  or  securities  exchangeable  or  exercisable  for or
convertible  into shares of Common Stock  currently or hereafter owned either of
record or beneficially  (as defined in Rule 13d-3 under the Exchange Act) by the
undersigned,  or publicly announce the undersigned's  intention to do any of the
foregoing, for a period commencing on the date hereof and continuing through the
close of  trading  on the date 180 days  after the date of the  Prospectus.  The
undersigned also agrees and consents to the entry of stop transfer  instructions
with the Company's  transfer agent and registrar  against the transfer of shares
of Common Stock or securities  convertible  into or  exchangeable or exercisable
for Common Stock held by the undersigned except in compliance with the foregoing
restrictions.


                                       -1-


<PAGE>

With respect to the  Offering  only,  the  undersigned  waives any  registration
rights  relating to  registration  under the  Securities Act of any Common Stock
owned either of record or beneficially by the undersigned,  including any rights
to receive notice of the Offering.

This agreement is  irrevocable  and will be binding on the  undersigned  and the
respective  successors,  heirs,  personal  representatives,  and  assigns of the
undersigned.



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



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



---------------------------------
Printed Name of Person Signing

(and indicate capacity of person signing if signing as
custodian, trustee, or on behalf of an entity)


                                       -2-


<PAGE>

                                                                       EXHIBIT D


The final opinion in draft form should be attached as Exhibit D at the time this
Agreement is executed.



                  The opinion of Kramer  Levin  Naftalis & Frankel,  counsel for
the  Selling  Stockholder,  pursuant  to Section  5(j) shall be  rendered to the
Underwriters  at  the  request  of the  Company  and  shall  so  state  therein.
References to the Prospectus in this Exhibit D include any  supplements  thereto
at the Closing Date.

             (i) The Underwriting  Agreement has been duly authorized,  executed
     and delivered by or on behalf of, and is a valid and binding  agreement of,
     the Selling  Stockholder,  enforceable in accordance with its terms, except
     as rights to  indemnification  thereunder  may be limited by applicable law
     and  except  as the  enforcement  thereof  may be  limited  by  bankruptcy,
     insolvency, reorganization, moratorium or other similar laws relating to or
     affecting creditors' rights generally or by general equitable principles.

             (ii) The execution and delivery by the Selling  Stockholder of, and
     the  performance by the Selling  Stockholder  of the Selling  Stockholder's
     obligations  under,  the  Underwriting  Agreement  will not  contravene  or
     conflict with,  result in a breach of, or constitute a default  under,  the
     charter or by-laws or any other  organizational  documents  of the  Selling
     Stockholder,  or,  to the  best of such  counsel's  knowledge,  violate  or
     contravene  any  provision of  applicable  law or  regulation,  or violate,
     result in a breach of or  constitute a default under the terms of any other
     agreement or instrument to which such Selling  Stockholder is a party or by
     which such Selling  Stockholder is bound, or any judgment,  order or decree
     applicable  to such  Selling  Stockholder  of any court,  regulatory  body,
     administrative agency,  governmental body or arbitrator having jurisdiction
     over such Selling Stockholder.

             (iii) Such Selling  Stockholder  has good and valid title to all of
     the Common  Stock  which may be sold by the Selling  Stockholder  under the
     Underwriting  Agreement  and  has  the  legal  right  and  power,  and  all
     authorizations  and  approvals  required  under its  charter and by-laws or
     other organizational documents to enter into the Underwriting Agreement, to
     sell,  transfer and deliver all of the Common  Shares which may sold by the
     Selling Stockholder under the Underwriting Agreement and to comply with the
     Selling Stockholder's other obligations under the Underwriting Agreement.

             (iv)  Assuming  that the  Underwriters  purchase the Common  Shares
     which are sold by such  Selling  Stockholder  pursuant to the  Underwriting
     Agreement for value and without notice of any adverse claim as such term is
     used in Section 8-105 of the Uniform Commercial Code as currently in effect
     in the State of New York,  the  delivery of the  certificates  representing
     such Common Shares either  registered  in the name of the  Underwriters  or
     effectively endorsed to the Underwriters or in blank pursuant to the


                                      -1-


<PAGE>

     Underwriting  Agreement will pass to the  Underwriters all rights that such
     Selling Stockholder has in such Common Shares, free of all adverse claims.

             (v) To the best of such counsel's knowledge, no consent,  approval,
     authorization  or other order of, or registration or filing with, any court
     or governmental  authority or agency,  is required for the  consummation by
     such  Selling   Stockholder  of  the   transactions   contemplated  in  the
     Underwriting  Agreement,  except  as  required  under the  Securities  Act,
     applicable state securities or blue sky laws, and from the NASD.

         In  rendering  such  opinion,  such  counsel may rely (A) as to matters
involving the  application  of laws of any  jurisdiction  other than the General
Corporation Law of the State of Delaware or the State of New York or the federal
law of the United  States,  to the extent they deem proper and specified in such
opinion,  upon the opinion  (which shall be dated the First  Closing Date or the
Second  Closing  Date,  as the case may be,  shall be  satisfactory  in form and
substance to the  Underwriters,  shall expressly state that the Underwriters may
rely on such  opinion  and  shall be  furnished  to the  Underwriters)  of other
counsel  of  good  standing  whom  they  believe  to be  reliable  and  who  are
satisfactory  to counsel  for the  Underwriters;  provided,  however,  that such
counsel shall further state that they believe that they and the Underwriters are
justified in relying upon such opinion of other  counsel,  and (B) as to matters
of fact,  to the  extent  they  deem  proper,  on  certificates  of the  Selling
Stockholder and public officials.


                                       -2-