<PAGE>   1
                                                                     EXHIBIT 1.1


                                             SHARES
                             ---------------

                               BROADCAST.COM INC.

                         COMMON STOCK, $0.01 PAR VALUE





                             UNDERWRITING AGREEMENT





          , 1998
----------
<PAGE>   2



                                           , 1998
                              ------------- 



Morgan Stanley & Co. Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation
Hambrecht & Quist LLC
c/o Morgan Stanley & Co. Incorporated
    1585 Broadway
    New York, New York  10036

Dear Sirs and Mesdames:

                 broadcast.com, a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the several Underwriters named in Schedule II
hereto (the "UNDERWRITERS"), an aggregate of _______________ shares of the
Common Stock, $0.01 par value of the Company (the "FIRM SHARES").

                 The Company and a certain stockholder of the Company (the
"Selling Stockholder") named in Schedule I hereto severally also propose to
issue and sell to the several Underwriters not more than an additional
______________ shares of its Common Stock, $0.01 par value, (the "ADDITIONAL
SHARES"), of which ______ shares are to be issued and sold by the Company and
____ shares are to be sold by the Selling Stockholder, if and to the extent
that you, as Managers of the offering, shall have determined to exercise, on
behalf of the Underwriters, the right to purchase such shares of common stock
granted to the Underwriters in Section 3 hereof.  The Firm Shares and the
Additional Shares are hereinafter collectively referred to as the "SHARES".
The shares of Common Stock, $0.01 par value, of the Company to be outstanding
after giving effect to the sales contemplated hereby are hereinafter referred
to as the "COMMON STOCK".  The Company and the Selling Stockholder are
hereinafter sometimes collectively referred to as the "SELLERS".

                 The Company has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement, including a prospectus,
relating to the Shares.  The registration statement as amended at the time it
becomes effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter
referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first
used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS".
If the Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the





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Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference
herein to the term "REGISTRATION STATEMENT" shall be deemed to include such
Rule 462 Registration Statement.

                 As part of the offering contemplated by this Agreement,
Hambrecht & Quist LLC ("H&Q") has agreed to reserve out of the Shares set forth
opposite its name on Schedule II to this Agreement, up to ___________ shares,
for sale to the Company's employees, officers, and directors and other parties
associated with the Company (collectively, "PARTICIPANTS"), as set forth in the
Prospectus under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM").
The Shares to be sold by H&Q pursuant to the Directed Share Program (the
"DIRECTED SHARES") will be sold by H&Q pursuant to this Agreement at the public
offering price.  Any Directed Shares not orally confirmed for purchase by any
Participants by the end of the business day on which this Agreement is executed
will be offered to the public by H&Q as set forth in the Prospectus.

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

                 (a)     The Registration Statement has become effective; no
        stop order suspending the effectiveness of the Registration Statement
        is in effect, and no proceedings for such purpose are pending before,
        or to the Company's knowledge, threatened by the Commission.

                 (b)     (i)  The Registration Statement, when it became
        effective, did not contain and, as amended or supplemented, if
        applicable, 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, (ii) the
        Registration Statement and the Prospectus comply and, as amended or
        supplemented, if applicable, will comply in all material respects with
        the Securities Act and the applicable rules and regulations of the
        Commission thereunder and (iii) the Prospectus does not contain and, as
        amended or supplemented, if applicable, will not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements therein, in the light of the circumstances under
        which they were made, not misleading, except that the representations
        and warranties set forth in this paragraph do not apply to statements
        or omissions in the Registration Statement or the Prospectus based upon
        information relating to any Underwriter furnished to the Company in
        writing by such Underwriter through you expressly for use therein.

                 (c)     The Company has been duly incorporated, is validly
        existing as a corporation in good standing under the laws of the
        jurisdiction of its incorporation, has the corporate power and
        authority to own its property and to conduct its business as described
        in the Prospectus and is duly qualified to transact business and is in
        good standing in each jurisdiction in which the conduct of its business
        or its ownership or leasing of property requires such qualification,
        except to the extent that the failure to be so qualified or be in good
        standing would not have a material adverse effect on the Company and
        its subsidiaries, taken as a whole.





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                 (d)     Each subsidiary of the Company has been duly
        incorporated, is validly existing as a corporation in good standing
        under the laws of the jurisdiction of its incorporation, has the
        corporate power and authority to own its property and to conduct its
        business as described in the Prospectus and is duly qualified to
        transact business and is in good standing in each jurisdiction in which
        the conduct of its business or its ownership or leasing of property
        requires such qualification, except to the extent that the failure to
        be so qualified or be in good standing would not have a material
        adverse effect on the Company and its subsidiaries, taken as a whole;
        all of the issued shares of capital stock of each subsidiary of the
        Company have been duly and validly authorized and issued, are fully
        paid and non-assessable and are owned directly by the Company, free and
        clear of all liens, encumbrances, equities or claims.

                 (e)     This Agreement has been duly authorized, executed and
        delivered by the Company.

                 (f)     The authorized capital stock of the Company conforms
        as to legal matters to the description thereof contained in the
        Prospectus.

                 (g)     The shares of Common Stock (including the Shares to be
        sold by the Selling Stockholder) outstanding prior to the issuance of
        the Shares to be sold by the Company have been duly authorized and are
        validly issued, fully paid and non-assessable; except as described in
        the Prospectus, and except for preemptive rights which will terminate
        by their terms on or before the Closing Date, the Company does not have
        any outstanding options to purchase, or any preemptive rights or other
        rights to subscribe for or to purchase, any securities or obligations
        convertible into, or any contracts or commitments to issue or sell,
        shares of its capital stock or any such options, rights, convertible
        securities or obligations; and all outstanding shares of capital stock
        and options and other rights to acquire capital stock have been issued
        in compliance with the registration and qualification provisions of all
        applicable securities laws and were not issued in violation of any
        preemptive rights, rights of first refusal or other similar rights, or
        the Company has obtained a waiver of such a violation.

                 (h)     The Shares to be sold by the Company have been duly
        authorized and, when issued and delivered against payment therefor in
        accordance with the terms of this Agreement, will be validly issued,
        fully paid and non-assessable, and the issuance of such Shares will not
        be subject to any preemptive or similar rights.

                 (i)     The execution and delivery by the Company of, and the
        performance by the Company of its obligations under, this Agreement
        will not contravene any provision of applicable law or the certificate
        of incorporation or by-laws of the Company or any agreement or other
        instrument binding upon the Company or any of its subsidiaries that is
        material to the Company and its subsidiaries, taken as a whole, or any
        judgment, order or decree of any governmental body, agency or court
        having jurisdiction over the Company or any subsidiary, and no consent,
        approval, authorization or order of, or qualification with, any





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        governmental body or agency ("Approval") is required for the
        performance by the Company of its obligations under this Agreement,
        except such as may be required by the securities or Blue Sky laws of
        the various states in connection with the offer and sale of the Shares,
        and except for Approvals which if not obtained would not have a
        material adverse effect on the Company and would not materially impair
        the Company's performance of its obligations under this Agreement.

                 (j)     There has not occurred any material adverse change, or
        any development involving a prospective material adverse change, in the
        condition, financial or otherwise, or in the earnings, business or
        operations of the Company and its subsidiaries, taken as a whole, from
        that set forth in the Prospectus (exclusive of any amendments or
        supplements thereto subsequent to the date of this Agreement).

                 (k)     There are no legal or governmental proceedings pending
        or to the Company's knowledge threatened to which the Company or any of
        its subsidiaries is a party or to which any of the properties of the
        Company or any of its subsidiaries is subject that are required to be
        described in the Registration Statement or the Prospectus and are not
        so described or any statutes, regulations, contracts or other documents
        that are required to be described in the Registration Statement or the
        Prospectus or to be filed as exhibits to the Registration Statement
        that are not described or filed as required.

                 (l)     The Company has all necessary consents,
        authorizations, approvals, orders, certificates and permits of and
        from, and has made all declarations and filings with, all foreign,
        federal, state, local and other governmental authorities, all
        self-regulatory organizations and all courts and other tribunals, to
        own, lease, license and use its properties and assets and to conduct
        its business in the manner described in the Prospectus, except to the
        extent that the failure to obtain or file would not, singly or in the
        aggregate, have a material adverse effect on the Company.

                 (m)     Each preliminary prospectus filed as part of the
        registration statement as originally filed or as part of any amendment
        thereto, or filed pursuant to Rule 424 under the Securities Act,
        complied when so filed in all material respects with the Securities Act
        and the applicable rules and regulations of the Commission thereunder,
        except that the preliminary prospectus filed as part of the
        registration statement as initially filed (which was not circulated by
        the Company) omitted certain information relating to the number and
        dollar amount of shares registered, the estimated offering price range,
        and related data derived from this information.

                 (n)     The Company is not and, after giving effect to the
        offering and sale of the Shares and the application of the proceeds
        thereof as described in the Prospectus, will not be an "investment
        company" as such term is defined in the Investment Company Act of 1940,
        as amended.





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                 (o)     The Company and its subsidiaries (i) are in material
        compliance with any and all applicable foreign, federal, state and
        local laws and regulations relating to the protection of human health
        and safety, the environment or hazardous or toxic substances or wastes,
        pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) have received
        all material permits, licenses or other approvals required of them
        under applicable Environmental Laws to conduct their respective
        businesses and (iii) are in material compliance with all terms and
        conditions of any such permit, license or approval, except where such
        noncompliance with Environmental Laws, failure to receive required
        permits, licenses or other approvals or failure to comply with the
        terms and conditions of such permits, licenses or approvals would not,
        singly or in the aggregate, have a material adverse effect on the
        Company and its subsidiaries, taken as a whole.

                 (p)     There are no costs or liabilities associated with
        Environmental Laws (including, without limitation, any capital or
        operating expenditures required for clean-up, closure of properties or
        compliance with Environmental Laws or any permit, license or approval,
        any related constraints on operating activities and any potential
        liabilities to third parties) which would, singly or in the aggregate,
        have a material adverse effect on the Company and its subsidiaries,
        taken as a whole.

                 (q)     Subsequent to the respective dates as of which
        information is given in the Registration Statement and the Prospectus,
        (i) the Company has not incurred any material liability or obligation,
        direct or contingent, nor entered into any material transaction not in
        the ordinary course of business; (ii) the Company has not purchased any
        of its outstanding capital stock, nor declared, paid or otherwise made
        any dividend or distribution of any kind on its capital stock other
        than ordinary and customary dividends; and (iii) there has not been any
        material change in the capital stock, short-term debt or long-term debt
        of the Company, except in each case as described in the Prospectus.

                 (r)     The Company does not own any real property or a
        non-leasehold interest in real property.  All personal property owned
        by the Company that is material to the business of the Company is owned
        by the Company free and clear of any security interest, lien,
        encumbrance, claim, defect or adverse interest of any nature except
        such as are described in the Prospectus or such as do not have a
        material adverse effect on the Company and its subsidiaries taken as a
        whole; and any real property and buildings held under lease by the
        Company are held by it under valid, subsisting and enforceable leases
        with such exceptions as do not have a material adverse effect on the
        Company and its subsidiaries taken as a whole, in each case except as
        described in the Prospectus.

                 (s)     Except as disclosed in the Prospectus, (i) the Company
        owns or possesses, or can acquire on reasonable terms, adequate
        licenses or other rights to use all patents, patent rights, inventions,
        trade secrets, copyrights, trademarks, service marks, trade names,
        technology and know-how employed by it in connection with its business
        as described in the Prospectus; (ii) the Company is not obligated to
        pay a royalty, grant a license, or provide





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        other consideration to any third party in connection with its patents,
        copyrights, trademarks, service marks, trade names, or technology;
        (iii) the Company has not received any notice of infringement or
        conflict with (and the Company does not know of any infringement or
        conflict with) asserted rights of others with respect to any patents,
        patent rights, inventions, trade secrets, copyrights, trademarks,
        service marks, trade names, technology or know-how which would result
        in any material adverse effect upon the Company and its subsidiaries
        taken as a whole; and (iv) the discoveries, inventions, products or
        processes of the Company referred to in the Prospectus do not, to the
        knowledge of the Company, infringe or conflict with any right or patent
        of any third party, or any discovery, invention, product or process
        which is the subject of a patent application filed by any third party
        known to the Company and its subsidiaries taken as a whole, which would
        have a material adverse effect on the Company.

                 (t)     No material labor dispute with the employees of the
        Company exists, except as described in the Prospectus, or, to the
        knowledge of the Company, is imminent; other than those that would not
        have a material adverse effect on the Company and its subsidiaries
        taken as a whole.

                 (u)     The Company is insured by insurers of recognized
        financial responsibility against such losses and risks and in such
        amounts as are prudent and customary in the businesses in which they
        are engaged; and the Company does not believe that it will not be able
        to renew its existing insurance coverage as and when such coverage
        expires or to obtain similar coverage from similar insurers as may be
        necessary to continue its business at a cost that would not have a
        material adverse effect on the Company and its subsidiaries taken as a
        whole, except as described in the Prospectus.

                 (v)     The Company possesses all material certificates,
        authorizations and permits issued by the appropriate federal, state or
        foreign regulatory authorities necessary to conduct its business, and
        the Company has not received any notice of proceedings relating to the
        revocation or modification of any such certificate, authorization or
        permit which, singly or in the aggregate, if the subject of an
        unfavorable decision, ruling or finding, would have a material adverse
        effect on the Company, except as described the Prospectus.

                 (w)     The Company maintains a system of internal accounting
        controls sufficient to provide reasonable assurance that (1)
        transactions are executed in accordance with management's general or
        specific authorizations; (2) transactions are recorded as necessary to
        permit preparation of financial statements in conformity with generally
        accepted accounting principles and to maintain asset accountability;
        (3) access to assets is permitted only in accordance with management's
        general or specific authorization; and (4) the recorded accountability
        for assets is compared with the existing assets at reasonable intervals
        and appropriate action is taken with respect to any differences.





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                 (x)     The Nasdaq Stock Market, Inc. has approved the Common
        Stock for quotation on the Nasdaq National Market, subject only to
        official notice of issuance.

                 (y)     The Company has delivered to the Underwriters or their
        counsel a complete and accurate list of all holders of Common Stock or
        options, warrants or rights to buy Common Stock (collectively "Company
        Securities").  The Company has delivered to the Underwriters or their
        counsel an originally executed "Lock-Up Agreement", to the Company's
        knowledge signed by each such holder of a Company Security, in the form
        of Exhibit A (with exceptions to such form as approved by Underwriters'
        counsel in each instance).  To the Company's knowledge, each person who
        signed a Lock-Up Agreement was authorized to do so and signing the
        Lock-Up Agreement did not conflict with or violate the security
        holder's constitutive documents or any agreement binding on the
        security holder or the security.

                 (z)     The Company (i) has notified each stockholder who is
        party to the Registration Rights Agreement dated February 24, 1997, as
        amended (the "REGISTRATION RIGHTS AGREEMENT"), that pursuant to the
        terms of the Registration Rights Agreement, none of the shares of the
        Company's capital stock held by such stockholder may be sold or
        otherwise transferred or disposed of for a period of 180 days after the
        date of the initial public offering of the Shares and (ii) has imposed
        a stop-transfer instruction with the Company's transfer agent in order
        to enforce the foregoing lock-up provision imposed pursuant to the
        Registration Rights Agreement.  There are no other contracts,
        agreements or understandings between the Company and any person
        granting such person the right to require the Company to file a
        registration statement under the Securities Act with respect to any
        securities of the Company or to require the Company to include such
        securities with the Shares registered pursuant to the Registration
        Statement.  There is no legal or beneficial owner of any securities of
        the Company who has any rights, not effectively satisfied or waived, to
        require registration of any shares of capital stock of the Company in
        connection with the filing of the Registration Statement.

                 (aa)    The Company has not offered, or caused the
        Underwriters to offer, Shares to any person pursuant to the Directed
        Share Program with the specific intent to unlawfully influence (i) a
        customer or supplier of the Company to alter the customer's or
        supplier's level or type of business with the Company, or (ii) a trade
        journalist or publication to write or publish favorable information
        about the Company or its products.

                 (bb)    The Company has complied with all provisions of
        Section 517.075, Florida Statutes relating to doing business with the
        Government of Cuba or with any person or affiliate located in Cuba.

                 2.      Representations and Warranties of the Selling
Stockholder.  The Selling Stockholder represents and warrants to and agrees
with each of the Underwriters that:





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                 (a)     This Agreement has been duly authorized, executed and
        delivered by or on behalf of the Selling Stockholder.

                 (b)     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 any
        provision of applicable law (excluding any violation arising from a
        breach of the Company's representation in Section 1(b)), or any
        agreement or other instrument binding upon the Selling Stockholder or
        any judgment, order or decree of any governmental body, agency or court
        having jurisdiction over the Selling Stockholder, and no Approval is
        required for the issuance and sale of the Additional Shares by the
        Selling Stockholder to the Underwriters pursuant to the terms of this
        Agreement, except such as may be required by the securities or Blue Sky
        laws of the various states in connection with the offer and sale of the
        Additional Shares by the Selling Stockholder, and except for Approvals
        which if not obtained would not have a material adverse effect on the
        Selling Stockholder and would not materially impair the Selling
        Stockholder's performance of its obligations under this Agreement.

                 (c)     The Selling Stockholder has, and on the Closing Date
        will have, valid title to the Additional Shares to be sold by the
        Selling Stockholder and the legal right and power, and all
        authorization and approval required by law, to enter into this
        Agreement and to sell, transfer and deliver the Additional Shares to be
        sold by the Selling Stockholder.

                 (d)     Delivery of the Shares to be sold by the Selling
        Stockholder pursuant to this Agreement will pass title to such Shares
        free and clear of any security interests, claims, liens, equities and
        other encumbrances created or suffered by the Selling Stockholder
        except restrictions imposed by applicable securities laws.

                 (e)     All information furnished in writing by or on behalf
        of such Selling Stockholder relating to the Selling Stockholder for use
        in the Registration Statement does not, and on the 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,
        and all information furnished in writing by or on behalf of such
        Selling Stockholder relating to the Selling Stockholder expressly for
        use in the Prospectus does not contain any untrue statement of a
        material fact or omit to state any material fact necessary to make such
        information not misleading in the light of the circumstances under
        which they were made.

                 3.      Agreements to Sell and Purchase.  The Company hereby
agrees to sell to the several Underwriters, and each Underwriter, upon the
basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from the Company the respective numbers of Firm Shares set forth in
Schedule II hereto opposite its name at $______ a share (the "PURCHASE PRICE").





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                 On the basis of the representations and warranties contained
in this Agreement, and subject to its terms and conditions, each Seller,
severally and not jointly, agrees to sell to the Underwriters the Additional
Shares, and the Underwriters shall have a one-time right to purchase, severally
and not jointly, up to _______________ Additional Shares at the Purchase Price,
of which _______shares are to be issued and sold by the Company and ______
shares are to be sold by the Selling Stockholder.  If you, on behalf of the
Underwriters, elect to exercise such option, you shall so notify the Company
and the Selling Stockholder in writing not later than 30 days after the date of
this Agreement, which notice shall specify the number of Additional Shares to
be purchased by the Underwriters and the date on which such shares are to be
purchased.  Such date may be the same as the Closing Date (as defined below)
but not earlier than the Closing Date nor later than ten business days after
the date of such notice.  Additional Shares may be purchased as provided in
Section 5 hereof solely for the purpose of covering over-allotments made in
connection with the offering of the Firm Shares.  If any Additional Shares are
to be purchased, each Underwriter agrees, severally and not jointly, to
purchase the number of Additional Shares (subject to such adjustments to
eliminate fractional shares as you may determine) that bears the same
proportion to the total number of Additional Shares to be purchased as the
number of Firm Shares set forth in Schedule II hereto opposite the name of such
Underwriter bears to the total number of Firm Shares.

                 Each Seller hereby agrees that, without the prior written
consent of Morgan Stanley on behalf of the Underwriters, it will not, during
the period ending 180 days after the date of the Prospectus, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise.  The foregoing sentence
shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the
Company of shares of Common Stock upon the exercise of an option or warrant or
the conversion of a security outstanding on the date hereof, (C) transactions
by any person other than the Company relating to shares of Common Stock or
other securities acquired in open market transactions after the completion of
the offering of the Shares, (D) the issuance by the Company of shares of Common
Stock under the employee stock purchase plan described in the Prospectus, or
(E) the grant by Company of options to purchase Common Stock under the stock
option plan described in the Prospectus.

                 4.      Terms of Public Offering.  The Sellers are advised by
you that the Underwriters propose to make a public offering of their respective
portions of the Shares as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable.  The Sellers
are further advised by you that the Shares are to be offered to the public
initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to
certain dealers selected by you at a price that represents a concession not in
excess of $______ a share under the Public





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<PAGE>   11
Offering Price, and that any Underwriter may allow, and such dealers may
reallow, a concession, not in excess of $_____ a share, to any Underwriter or
to certain other dealers.

                 5.      Payment and Delivery.  Payment for the Firm Shares
shall be made to the Company in Federal or other funds immediately available in
New York City against delivery of such Firm Shares for the respective accounts
of the several Underwriters at 10:00 a.m., New York City time, on ____________,
1998, or at such other time on the same or such other date, not later than
_________, 1998, as shall be designated in writing by you.  The time and date
of such payment are hereinafter referred to as the "CLOSING DATE".

                 Payment for any Additional Shares shall be made to each Seller
in Federal or other funds immediately available in New York City against
delivery of such Additional Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on the date specified in the
notice described in Section 3 or at such other time on the same or on such
other date, in any event not later than _______, 1998, as shall be designated
in writing by you.  The time and date of such payment are hereinafter referred
to as the "OPTION CLOSING DATE".

                 Certificates for the Firm Shares and Additional Shares shall
be in definitive form and registered in such names and in such denominations as
you shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be.  The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes
payable in connection with the transfer of the Shares to the Underwriters duly
paid, against payment of the Purchase Price therefor.

                 6.      Conditions to the Underwriters' Obligations.  The
obligations of the Company to sell the Shares to the Underwriters and the
several obligations of the Underwriters to purchase and pay for the Shares on
the Closing Date are subject to the condition that the Registration Statement
shall have become effective not later than 2:00 p.m.  (New York City time) on
the date hereof.

                 The several obligations of the Underwriters are subject to the
following further conditions:

                 (a)     Subsequent to the execution and delivery of this
        Agreement and prior to the Closing Date there shall not have occurred
        any change, or any development involving a prospective change, in the
        condition, financial or otherwise, or in the earnings, business or
        operations of the Company and its subsidiaries, taken as a whole, from
        that set forth in the Prospectus (exclusive of any amendments or
        supplements thereto subsequent to the date of this Agreement) that, in
        your judgment, is material and adverse and that makes it, in your
        judgment, impracticable to market the Shares on the terms and in the
        manner contemplated in the Prospectus.





                                       10
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                 (b)     The Underwriters shall have received on the Closing
        Date a certificate, dated the Closing Date and signed by an executive
        officer of the Company, to the effect that (i) there has not occurred
        any material adverse change, or any development involving a prospective
        material adverse change, in the condition, financial or otherwise, or
        in the earnings, business or operations of the Company and its
        subsidiaries, taken as a whole, from that set forth in the Prospectus
        (exclusive of any amendments or supplements thereto subsequent to the
        date of this Agreement); (ii) the representations and warranties of the
        Company contained in this Agreement are true and correct in all
        material respects as of the Closing Date and (iii) the Company has
        complied with all of the agreements and satisfied all of the conditions
        on its part to be performed or satisfied hereunder on or before the
        Closing Date.

                 The officer signing and delivering such certificate may rely
        upon the best of his or her knowledge as to proceedings threatened.

                 (c)     The Underwriters shall have received on the Closing
        Date an opinion of Gibson Dunn & Crutcher LLP, outside counsel for the
        Company, dated the Closing Date, to the effect that:

                         (i)  the Company has been duly incorporated, is
                 validly existing as a corporation in good standing under the
                 laws of the State of Delaware, has the corporate power and
                 corporate authority to own its property and to conduct its
                 business as described in the Prospectus and is duly qualified
                 to transact business and is in good standing in the States of
                 _______________, _______________, _______________ and
                 _______________;

                         (ii)  [AudioNet, Inc.] has been duly incorporated, is
                 validly existing as a corporation in good standing under the
                 laws of the State of Delaware, has the corporate power and
                 corporate authority to own its property and to conduct its
                 business as presently conducted;

                         (iii)  the authorized capital stock of the Company
                 conforms in all material aspects as to legal matters to the
                 description thereof contained in the Prospectus;

                         (iv)  the shares of Common Stock outstanding prior to
                 the issuance of the Shares have been duly authorized are
                 validly issued and non-assessable and to such counsel's
                 knowledge are fully paid; except as described in the
                 Prospectus, and except for preemptive rights which by their
                 terms will terminate on or before the Closing Date such
                 counsel is not aware that any person has outstanding any
                 options to purchase, or any preemptive rights or other rights
                 to subscribe for or to purchase, any securities or obligations
                 convertible into, or any contracts or commitments to issue or
                 sell, shares of the Company's capital stock or any such
                 options, rights, convertible securities or obligations; and
                 all outstanding shares of capital stock of the Company





                                       11
<PAGE>   13
                 and options and other rights to acquire capital stock issued
                 since September 1, 1996 have been issued in compliance with
                 the registration and qualification provisions of all
                 applicable securities laws and such capital stock were not
                 issued in violation of any preemptive rights contained in the
                 Company's Certificate of Incorporation or Bylaws, or to such
                 counsel's knowledge any rights of first refusal or other
                 similar rights (and excluding any violation for which the
                 Company has obtained a waiver).

                         (v)  all of the issued shares of capital stock of each
                 subsidiary of the Company have been duly authorized and
                 validly issued, are non-assessable, to such counsel's
                 knowledge are fully paid and are owned directly by the
                 Company, free and clear of all liens, encumbrances, equities
                 or claims;

                         (vi)  the Shares to be sold by the Company have been
                 duly authorized and, when issued and delivered in accordance
                 with the terms of this Agreement, will be validly issued,
                 fully paid and non-assessable, and the issuance of such Shares
                 will not be subject to any preemptive or similar rights
                 pursuant to the Company's certificate of incorporation or
                 bylaws or to such counsel's knowledge, any other agreement or
                 instrument binding on the Company;

                         (vii)  this Agreement has been duly authorized, 
                 executed and delivered by the Company;

                         (viii)  the execution and delivery by the Company of,
                 and the performance by the Company of its obligations under,
                 this Agreement will not contravene any provision of applicable
                 law or the certificate of incorporation or bylaws of the
                 Company or, to such counsel's knowledge, any agreement or
                 other instrument binding upon the Company or any of its
                 subsidiaries that is material to the Company and its
                 subsidiaries, taken as a whole, or, to such counsel's
                 knowledge, any judgment, order or decree of any governmental
                 body, agency or court having jurisdiction over the Company or
                 any subsidiary, and no consent, approval, authorization or
                 order of, or qualification with, any governmental body or
                 agency ("Approval") is required for the performance by the
                 Company of its obligations under this Agreement, except such
                 as may be required by the securities or Blue Sky laws of the
                 various states in connection with the offer and sale of the
                 Shares, and except for Approvals which if not obtained would
                 not have a material adverse effect on the Company and would
                 not materially impair the Company's performance of its
                 obligations under this Agreement;

                         (ix)  the statements (A) in the Prospectus under the
                 captions "Risk Factors--Shares Eligible for Future
                 Sale,""Management--Director Compensation,"
                 "Management--Employee Benefit Plans,"
                 "Management--Indemnification of Directors and Executive
                 Officers and Limitation of Liability," "Certain Transactions,"
                 "Description of Capital Stock," and "Shares Eligible for
                 Future Sale" and (B) in the Registration Statement in Items 14
                 and 15, in each case insofar as such statements





                                       12
<PAGE>   14
                 constitute summaries of the legal matters, documents or
                 proceedings referred to therein, have been reviewed by such
                 counsel, fairly present the information called for with
                 respect to such legal matters, documents and proceedings, and
                 are accurate in all material respects;

                         (x)  to such counsel's knowledge, such counsel does
                 not know of any legal or governmental proceedings pending or
                 threatened to which the Company or any of its subsidiaries is
                 a party or to which any of the properties of the Company or
                 any of its subsidiaries is subject that are required to be
                 described in the Registration Statement or the Prospectus and
                 are not so described or of any statutes, regulations,
                 contracts or other documents that are required to be described
                 in the Registration Statement or the Prospectus or to be filed
                 as exhibits to the Registration Statement that are not
                 described or filed as required;

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

                         (xii)  to such counsel's knowledge there is no legal
                 or beneficial owner of any securities of the Company who has
                 any rights, not effectively satisfied or waived, to require
                 registration of any shares of capital stock of the Company in
                 connection with the filing of the Registration Statement;

                         (xiii)  to the best of such counsel's knowledge:  (A)
                 based solely on oral advice of the Staff of the Commission the
                 Registration Statement has become effective under the
                 Securities Act, (B) based solely on oral advice of the Staff
                 of the Commission no stop order proceedings with respect
                 thereto have been instituted or are pending or threatened
                 under the Securities Act, and nothing has come to such
                 counsel's attention to lead it to believe that such
                 proceedings are contemplated; and (C) 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); and

                         (xiv)  based on a letter from the Nasdaq Stock Market,
                 the Shares to be sold under this Agreement to the Underwriters
                 are duly authorized for quotation on the Nasdaq National
                 Market.

                         (xv)  in addition, such counsel shall state that they
                 have participated in conferences with officers and other
                 representatives of the Company; representatives of the
                 independent auditors of the Company and the Underwriters
                 representatives and counsel at which the contents of the
                 Registration Statement and Prospectus and related matters were
                 discussed, and shall state that because the purpose of such





                                       13
<PAGE>   15
                 counsel's professional engagement was not to establish or
                 confirm factual matters and because the scope of their
                 examination of the affairs of the Company did not permit them
                 to verify the accuracy, completeness or fairness of the
                 statements set forth in the Registration Statement or
                 Prospectus, such counsel 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 Prospectus except to the extent set forth below
                 (and in response to Section 6(c)(ix)).  On the basis of the
                 foregoing and except for the financial statements and
                 schedules and the other financial and statistical data
                 included therein, as to which such counsel shall express no
                 opinion or belief, such counsel shall state that:  (A) the
                 Registration Statement at the time it became effective, and
                 the Prospectus as of the date thereof and as of the date of
                 such opinion, appeared on their face to be appropriately
                 responsive in all material respects to the relevant
                 requirements of the Securities Act and the applicable rules
                 and regulations of the Commission promulgated thereunder, (B)
                 no facts have come to such counsel's attention that lead them
                 to believe that (1) the Registration Statement at the time it
                 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 (2) the Prospectus as of its date or as of the
                 date of such opinion contained an untrue statement of a
                 material fact or omitted to state a material fact required to
                 be stated therein or necessary to make the statements therein,
                 in light of the circumstances under which they were made, not
                 misleading.

                         In rendering the opinion referred to in this Section
        6(c), such counsel may rely upon certificates of officers of the
        Company as to matters of fact and upon certificates of public
        officials.  Such opinion shall expressly be limited to the federal laws
        of the United States, the laws of the State of New York and the General
        Corporation Law of the State of Delaware.

                 (d)     The Underwriters shall have received on the Option
        Closing Date an opinion of Gibson Dunn & Crutcher LLP, counsel for the
        Selling Stockholder, dated the Option Closing Date, to the effect that:

                         (i)  this Agreement has been duly authorized, executed
                 and delivered by the Selling Stockholder;

                         (ii)  the execution and delivery by the Selling
                 Stockholder of, and the performance by the Selling Stockholder
                 of his obligations under, this Agreement will not contravene
                 any provision of applicable law, or, to such counsel's
                 knowledge, any agreement or other instrument binding upon the
                 Selling Stockholder or, to the best of such counsel's
                 knowledge, any judgment, order or decree of any governmental
                 body, agency or court having jurisdiction over the Selling
                 Stockholder, and no consent, approval, authorization or order
                 of, or qualification with, any governmental body or agency
                 ("Approval") is required for the sale of the Additional Shares
                 by the Selling





                                       14
<PAGE>   16
                 Stockholder to the Underwriters pursuant to the terms of this
                 Agreement, except such as may be required by the securities or
                 Blue Sky laws of the various states in connection with the
                 offer and sale of the Additional Shares by the Selling
                 Stockholder, and except for Approvals which if not obtained
                 would not have a material adverse effect on the Selling
                 Stockholder and would not materially impair the Selling
                 Stockholder's performance of the Selling Stockholder's
                 obligations under this Agreement;

                         (iii)  the Selling Stockholder has the legal power,
                 and all authorization and approval required by law, to enter
                 into this Agreement and to sell, transfer and deliver the
                 Additional Shares to be sold by the Selling Stockholder;

                         (iv)  upon delivery of certificates issued to the
                 Underwriters for the Additional Shares being sold by the
                 Selling Stockholder in registered form and payment thereof,
                 each Underwriter who takes such delivery and makes such
                 payment in good faith and without notice of any adverse claim,
                 will acquire all the rights of the Selling Stockholder in such
                 Additional Shares free of any adverse claim, lien in favor of
                 the Company and restriction on transfer imposed by the
                 Company; and

                         (v)  in addition, such counsel shall state that they
                 have participated in conferences with officers and other
                 representatives of the Company, representatives of the
                 independent auditors of the Company and the Underwriters'
                 representatives and counsel at which the contents of the
                 Registration Statement and Prospectus and related matters were
                 discussed, and shall state that because the purpose of such
                 counsel's professional engagement was not to establish or
                 confirm factual matters and because the scope of their
                 examination of the affairs of the Company did not permit them
                 to verify the accuracy, completeness or fairness of the
                 statements set forth in the Registration Statement or
                 Prospectus, such counsel are not passing upon and do not
                 assume any responsibility for the accuracy, completeness or
                 fairness of the statements contained in the Registration
                 Statement except to the extent set forth below (and in
                 response to Section 6(c)(ix)).  On the basis of the foregoing,
                 and except for the financial statements and schedules and the
                 other financial and statistical data included therein, as to
                 which such counsel shall express no opinion or belief, such
                 counsel shall state that:  (A) the Registration Statement at
                 the time it became effective, and the Prospectus as of the
                 date thereof and as of the date of such opinion, appeared on
                 their face to be appropriately responsive in all material
                 respects to the relevant requirements of the Securities Act
                 and the applicable rules and regulations of the Commission
                 promulgated thereunder, (B) no facts have come to such
                 counsel's attention that lead them to believe that (1) the
                 Registration Statement at the time it 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 (2)
                 the Prospectus as of its date or as of the date of such
                 opinion contained an untrue statement of a material fact or
                 omitted to state a material fact





                                       15
<PAGE>   17
                 required to be stated therein or necessary to make the
                 statements therein, in the light of the circumstances under
                 which they were made, not misleading.

                 In rendering the opinion referred to in this Section 6(d),
        such counsel may rely upon certificates of officers of the Company as
        to matters of fact and upon certificates of public officials.  Such
        opinion shall expressly be limited to the federal laws of the United
        States, the laws of the State of New York and the General Corporation
        Law of the State of Delaware.

                 (e)     The Underwriters shall have received on the Closing
        Date an opinion of Fish and Richardson, outside counsel for the
        Company, dated the Closing Date, to the effect that the statements in
        the Prospectus under the captions "Risk Factors--Intellectual Property"
        and "Business--Intellectual Property", insofar as such statements
        constitute summaries of the legal matters, documents or proceedings
        referred to therein, have been reviewed by such counsel, fairly present
        the information called for with respect to such legal matters,
        documents and proceedings, and are accurate in all material respects.

                 (f)     The Underwriters shall have received on the Closing
        Date an opinion of McDermott, Will and Emery, counsel to the Company,
        dated the Closing Date, to the effect that the statements in the
        Prospectus under the captions "Risk Factors--Government Regulation
        Legal Uncertainty" and "Business--Governmental Regulation", insofar as
        such statements constitute summaries of the legal matters, documents or
        proceedings referred to therein, have been reviewed by such counsel,
        fairly present the information called for with respect to such legal
        matters, documents and proceedings, and are accurate in all material
        respects.

                 (g)     The Underwriters shall have received on the Closing
        Date an opinion of Block & Balestri, counsel to the Company, dated the
        Closing Date, covering the matters referred to in Sections 6(c)(iv)
        (without limitations based on time), 6(c)(x) and 6(c)(xii).

                 (h)     The Underwriters shall have received on the Closing
        Date an opinion of Wilson Sonsini Goodrich & Rosati, counsel for the
        Underwriters, dated the Closing Date, covering the matters referred to
        in Sections 6(c)(vi), 6(c)(vii), 6(c)(ix) (but only as to the
        statements in the Prospectus under "Description of Capital Stock" and
        "Underwriters") and 6(c)(xiii) above.

                 The opinions of Gibson Dunn & Crutcher LLP described in
        Sections 6(c) and 6(d) , of Fish and Richardson described in Section
        6(e), of McDermott, Will and Emery described in Section 6(f) and of
        Block & Balestri described in Section 6(g) shall be rendered to the
        Underwriters at the request of the Company or the Selling Stockholder,
        as the case may be, and shall so state therein.

                 (i)     The Underwriters shall have received, on each of the
        date hereof and the Closing Date, a letter dated the date hereof or the
        Closing Date, as the case may be, in form





                                       16
<PAGE>   18
        and substance satisfactory to the Underwriters, from Price Waterhouse
        LLP, independent public accountants, stating that Price Waterhouse LLP
        are, and during the periods covered by their report included in the
        Registration Statement were, independent certified public accountants
        with respect to the Company within the meaning of the Securities Act;
        and containing statements and information of the type ordinarily
        included in accountants' "comfort letters" to underwriters with respect
        to the financial statements and certain financial information contained
        in the Registration Statement and the Prospectus; provided that the
        letter delivered on the Closing Date shall use a "cut-off date" not
        earlier than the date hereof.

                 (j)     The "Lock-Up" Agreements, each substantially in the
        form of Exhibit A hereto, between you and certain stockholders,
        optionholders, warrantholders, officers and directors of the Company
        relating to sales and certain other dispositions of shares of Common
        Stock or certain other securities, delivered to you on or before the
        date hereof, shall be in full force and effect on the Closing Date.

                 (k)     The Underwriters shall have received on the Option
        Closing Date a certificate, dated the Option Closing Date and signed by
        the Selling Stockholder, to the effect that the representations and
        warranties of the Selling Stockholder contained in this Agreement are
        true and correct as of the Option Closing Date and that the Selling
        Stockholder has complied with all of the agreements and satisfied all
        of the conditions to be performed or satisfied on the part of the
        Selling Stockholder hereunder on or before the Option Closing Date.

                 The several obligations of the Underwriters to purchase
Additional Shares hereunder are subject to the delivery to you on the Option
Closing Date of such documents as you may reasonably request with respect to
the good standing of the Company, the due authorization and issuance of the
Additional Shares and other matters related to the issuance of the Additional
Shares.

                 7.      Covenants of the Company.  In further consideration of
the agreements of the Underwriters herein contained, the Company covenants with
each Underwriter as follows:

                 (a)     To furnish to you, without charge, four signed copies
        of the Registration Statement (including exhibits thereto) and for
        delivery to each other Underwriter a conformed copy of the Registration
        Statement (without exhibits thereto) and to furnish to you in New York
        City, without charge, prior to 3:00 p.m. New York City time on the
        business day next succeeding the date of this Agreement and during the
        period mentioned in Section 7(c) below, as many copies of the
        Prospectus and any supplements and amendments thereto or to the
        Registration Statement as you may reasonably request.

                 (b)     Before amending or supplementing the Registration
        Statement or the Prospectus, to furnish to you a copy of each such
        proposed amendment or supplement and not to file any such proposed
        amendment or supplement to which you reasonably object, and to file
        with the Commission within the applicable period specified in Rule
        424(b) under the Securities Act any prospectus required to be filed
        pursuant to such Rule.





                                       17
<PAGE>   19
                 (c)     If, during such period after the first date of the
        public offering of the Shares as in the opinion of counsel for the
        Underwriters the Prospectus is required by law to be delivered in
        connection with sales by an Underwriter or dealer, 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 under which they were made when the
        Prospectus is delivered to a purchaser, not misleading, or if, in the
        opinion of counsel for the Underwriters, it is necessary to amend or
        supplement the Prospectus to comply with applicable law, forthwith to
        prepare, file with the Commission and furnish, at its own expense, to
        the Underwriters and to the dealers (whose names and addresses you will
        furnish to the Company) to which Shares may have been sold by you on
        behalf of the Underwriters and to any other dealers upon request,
        either 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 under which they were made when the
        Prospectus is delivered to a purchaser, be misleading or so that the
        Prospectus, as amended or supplemented, will comply with law.

                 (d)     To endeavor to qualify the Shares for offer and sale
        under the securities or Blue Sky laws of such jurisdictions as you
        shall reasonably request; provided, however, than in no event shall the
        Company be obligated to qualify to do business in any jurisdiction
        where it is not now so qualified or to take any action which would
        subject it to general service or process in any jurisdiction where it
        is not now so subject.

                 (e)     To make generally available to the Company's security
        holders and to you as soon as practicable an earning statement covering
        the twelve-month period ending September 30, 1999 that satisfies the
        provisions of Section 11(a) of the Securities Act and the rules and
        regulations of the Commission thereunder.

                 (f)     In connection with the Directed Share Program, the
        Company will ensure that the Directed Shares will be restricted to the
        extent required by the National Association of Securities Dealers, Inc.
        (the "NASD") or the NASD rules from sale, transfer, assignment, pledge
        or hypothecation for a period of three months following the date of the
        effectiveness of the Registration Statement.  H&Q will notify the
        Company as to which Participants will need to be so restricted.  The
        Company will direct the transfer agent to place stop transfer
        restrictions upon such securities for such period of time.

                 (g)     To pay all fees and disbursements of counsel incurred
        by the Underwriters in connection with the Directed Share Program and
        stamp duties, similar taxes or duties or other taxes, if any, incurred
        by the Underwriters in connection with the Directed Share Program.

                 (h)     To (i) enforce the terms of each Lock-up Agreement,
        (ii) issue stop-transfer instructions to the transfer agent for the
        Common Stock with respect to any transaction or contemplated
        transaction that would constitute a breach of or default under the
        applicable Lock-up Agreement and (iii) upon written request of Morgan
        Stanley & Co. Incorporation





                                       18
<PAGE>   20
        ("MORGAN STANLEY") to release from the Lock-up Agreements those shares
        of Common Stock held by those holders set forth in such request.  In
        addition, except with the prior written consent of Morgan Stanley, the
        Company agrees (i) not to amend or terminate, or waive any right under,
        any Lock-up Agreement, or take any other action that would directly or
        indirectly have the same effect as an amendment or termination, or
        waiver of any right under, any Lock-up Agreement, that would permit any
        holder of shares of Common Stock, or securities convertible into or
        exercisable or exchangeable for Common Stock, to sell, make any short
        sale of, grant any option for the purchase of, or otherwise transfer or
        dispose of, any of such shares of Common Stock or other securities
        prior to the expiration of 180 days after the date of the Prospectus in
        violation of the terms of such Lock-Up Agreement, and (ii) not to
        consent to any sale, short sale, grant of an option for the purchase
        of, or other disposition or transfer of shares of Common Stock, or
        securities convertible into or exercisable or exchangeable for Common
        Stock, subject to a Lock-up Agreement.

                 (i)     Without the prior written consent of Morgan Stanley,
        the Company will not release any stockholder or option holder from the
        market standoff provision imposed by the Company pursuant to the terms
        of the Registration Rights Agreement or other agreement earlier than
        180 days after the date of the initial public offering of the Shares.

                 8.      Expenses.  Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is terminated,
the Sellers agree to pay or cause to be paid all of their respective expenses
incident to the performance of their obligations under this Agreement,
including:  (i) the fees, disbursements and expenses of the Company's counsel,
the Company's accountants and counsel for the Selling Stockholder of the
Company in connection with the registration and delivery of the Shares under
the Securities Act and all other fees or expenses of the Company in connection
with the preparation and filing of the Registration Statement, any preliminary
prospectus, the Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated therewith, and the mailing
and delivering of copies thereof to the Underwriters and dealers, in the
quantities hereinabove specified, (ii) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) the cost of printing or producing any
Blue Sky or Legal Investment memorandum in connection with the offer and sale
of the Shares under state securities laws and all expenses in connection with
the qualification of the Shares for offer and sale under state securities laws
as provided in Section 7(d) hereof, including filing fees and the reasonable
fees and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky or Legal Investment
memorandum, (iv) all filing fees and the reasonable fees and disbursements of
counsel to the Underwriters incurred in connection with the review and
qualification of the offering of the Shares by the NASD, (v) all fees and
expenses in connection with the preparation and filing of the registration
statement on Form 8-A relating to the Common Stock and all costs and expenses
incident to listing the Shares on the Nasdaq National Market, (vi) the cost of
printing certificates representing the Shares, (vii) the costs and charges of
any transfer agent, registrar or depository, (viii) the costs and expenses of
the Company relating to investor presentations on any "road show" undertaken in
connection with the marketing of the offering of the Shares, including, without





                                       19
<PAGE>   21
limitation, expenses associated with the production of road show slides and
graphics, fees and expenses of any consultants engaged in connection with the
road show presentations with the prior approval of the Company, travel and
lodging expenses of the representatives and officers of the Company and any
such consultants, and one-half of the cost of any aircraft chartered in
connection with the road show, and (ix) all other costs and expenses incident
to the performance of the obligations of the Company hereunder for which
provision is not otherwise made in this Section.  It is understood, however,
that except as provided in this Section, Section 9 entitled "Indemnity and
Contribution", and the last paragraph of Section 11 below, the Underwriters
will pay all of their costs and expenses, including fees and disbursements of
their counsel, stock transfer taxes payable on resale of any of the Shares by
them and any advertising expenses connected with any offers they may make.

                 The provisions of this Section shall not supersede or
otherwise affect any agreement that the Sellers may otherwise have for the
allocation of such expenses among themselves.

                 9.      Indemnity and Contribution.

                 (a)     The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus or any
preliminary prospectus, in light of the circumstances under which they were
made) not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly
for use therein; and provided further that the foregoing indemnity with respect
to any preliminary prospectus shall not inure to the benefit of any Underwriter
from whom the person asserting any such losses, claims, damages or liabilities,
purchased Shares, or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law to have been so delivered
at or prior to the written confirmation of the sale of the Shares to such
person, and if the Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such losses, claims, damages or liabilities, unless
such failure is the result of noncompliance by the Company with Section 7(a)
hereof.

                 (b)     The Selling Stockholder agrees to indemnify and hold
harmless each Underwriter and each person, if any who controls any Underwriter
within the meaning of either





                                       20
<PAGE>   22
Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under
common control with, or is controlled by, any Underwriter, and the Company, its
directors, its officers who sign the Registration Statement and each person, if
any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus or the
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein  (in the case of the Prospectus or any
preliminary prospectus, in light of the circumstances under which they were
made) not misleading, but only with reference to information relating to such
Selling Stockholder furnished in writing by or on behalf of such Selling
Stockholder expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto, except
insofar as such losses, claims, damages, or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use therein; and provided further
that the foregoing indemnify with respect to any preliminary prospectus shall
not inure to the benefit of any Underwriter from whom the person asserting any
such losses, claims, damages or liabilities purchased Shares, or any person
controlling such Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person, if required by law to have been so delivered at or prior to the written
confirmation of the sale of the Shares to such person, and if the Prospectus
(as so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities, unless such failure is the result of
noncompliance by the Company with Section 7(a) hereof.  The liability of the
Selling Stockholder under this Agreement shall be limited to an amount equal to
the net proceeds received by the Selling Stockholder from the offering of
Additional Shares sold by such Selling Stockholder, except with respect to (i)
any breaches of the representations and warranties set forth in paragraphs (a),
(b), (c)  and (d) of Section 2 hereof, (ii) intentional misrepresentation or
(iii) fraud.

                 (c)     Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Selling Stockholder, the directors
of the Company, the officers of the Company who sign the Registration Statement
and each person, if any, who controls the Company or any Selling Stockholder
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case





                                       21
<PAGE>   23
of the Prospectus or any preliminary prospectus, in light of the circumstances
under which they were made) not misleading, but only with reference to
information relating to such Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use in the Registration Statement,
any preliminary prospectus, the Prospectus or any amendments or supplements
thereto.

                 (d)     In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to this Section 9, such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding, and to the extent
that it shall wish, the indemnifying party, jointly with any other indemnifying
party similarly notified, may assume the defense thereof.  Notwithstanding the
prior sentence, in any such proceeding, any indemnified party shall have the
right to retain its own counsel and assume its own defense in such proceeding,
but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party
shall have mutually agreed in writing to the retention of such counsel, (ii)
the indemnifying party shall have failed to assume the defense and employ
counsel; or (iii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (i) the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Underwriters and all persons, if any, who control any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, (ii) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Company, its directors, its officers who
sign the Registration Statement and each person, if any, who controls the
Company within the meaning of either such Section and (iii) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Selling Stockholder, and that all such fees and expenses shall be
reimbursed as they are incurred.  In the case of any such separate firm for the
Underwriters and such control persons of any Underwriters, such firm shall be
designated in writing by Morgan Stanley.  In the case of any such separate firm
for the Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Selling Stockholder.
The indemnifying party 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 from and against any loss or liability 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 the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the
aforesaid request and (ii) such





                                       22
<PAGE>   24
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 of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                 (e)     To the extent the indemnification provided for in this
Section 9 is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party or parties on the
other hand from the offering of the Shares or (ii) if the allocation provided
by clause 9(e)(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 9(e)(i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative benefits received by the Sellers on the one hand
and the Underwriters on the other hand in connection with the offering of the
Shares shall be deemed to be in the same respective proportions as the net
proceeds from the offering of the Shares (before deducting expenses) received
by each Seller and the total underwriting discounts and commissions received by
the Underwriters, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate Public Offering Price of the Shares.  The
relative fault of the Sellers on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Sellers or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Underwriters' respective obligations to contribute pursuant to
this Section 9 are several in proportion to the respective number of Shares
they have purchased hereunder, and not joint.

                 (f)     The Sellers and the Underwriters agree that it would
not be just or 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 that does not
take account of the equitable considerations referred to in Section 9(e).  The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required





                                       23
<PAGE>   25
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission, and the Selling Stockholder shall not be required to
contribute any amount in excess of the net proceeds received by the Selling
Stockholder from the offering of Additional Shares sold by the Selling
Stockholder, except with respect to (i) any breach of the representations and
warranties in Section 2(a), (b), (c) and (d), (ii) intentional
misrepresentation or (iii) fraud.  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.  Except as provided in the last sentence of
Section 9(b), the remedies provided for in this Section 9 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

                 (g)     The indemnity and contribution provisions contained in
this Section 9 and the representations, warranties and other statements of the
Company and the Selling Stockholder contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of any Underwriter
or any person controlling any Underwriter, the Selling Stockholder, or the
Company, its officers or directors or any person controlling the Company and
(iii) acceptance of and payment for any of the Shares.

                 10.     Termination.  This Agreement shall be subject to
termination by notice given by you to the Company, if (a) after the execution
and delivery of this Agreement and prior to the Closing Date (i) trading
generally shall have been suspended or materially limited on or by, as the case
may be, any of the New York Stock Exchange, the National Association of
Securities Dealers, Inc., or the Nasdaq Stock Market (ii) trading of any
securities of the Company shall have been suspended on the Nasdaq Stock Market,
(iii) a general moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State authorities or (iv)
there shall have occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis that, in your judgment,
is material and adverse and (b) in the case of any of the events specified in
clauses 10(a)(i) through 10(a)(iv), such event, singly or together with any
other such event, makes it, in Morgan Stanley's judgment, impracticable to
market the Shares on the terms and in the manner contemplated in the
Prospectus.

                 11.     Effectiveness; Defaulting Underwriters.  This
Agreement shall become effective upon the execution and delivery hereof by the
parties hereto.

                 If, on the Closing Date or the Option Closing Date, as the
case may be, any one or more of the Underwriters shall fail or refuse to
purchase Shares that it has or they have agreed to purchase hereunder on such
date, and the aggregate number of Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than
one-tenth of the aggregate number of the Shares to be purchased on such date,
the other Underwriters shall be obligated severally in the proportions that the
number of Firm Shares set forth opposite their respective names in Schedule II
bears to the aggregate number of Firm Shares set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused





                                       24
<PAGE>   26
to purchase on such date; provided that in no event shall the number of Shares
that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 11 by an amount in excess of one-ninth of
such number of Shares without the written consent of such Underwriter.  If, on
the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Firm Shares to be purchased, and arrangements satisfactory to you, the Company
and the Selling Stockholders for the purchase of such Firm Shares are not made
within 36 hours after such default, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter, the Company or the
Selling Stockholders.  In any such case either you or the relevant Sellers
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected.  If, on the Option Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Additional Shares and the
aggregate number of Additional Shares with respect to which such default occurs
is more than one-tenth of the aggregate number of Additional Shares to be
purchased, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase Additional Shares or (ii)
purchase not less than the number of Additional Shares that such non-defaulting
Underwriters would have been obligated to purchase in the absence of such
default.  Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

                 If this Agreement shall be terminated by the Underwriters, or
any of them, because of any failure or refusal on the part of any Seller to
comply with the terms or to fulfill any of the conditions of this Agreement, or
if for any reason any Seller shall be unable to perform its obligations under
this Agreement, the Sellers will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Underwriters in connection with
this Agreement or the offering contemplated hereunder.

                 12.     Counterparts.  This Agreement may be signed in two or
more counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.

                 13.     Applicable Law.  This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York.

                 14.     Headings.  The headings of the sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.





                                       25
<PAGE>   27
                               Very truly yours,

                               broadcast.com inc.



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


                               Selling Stockholder


                               -------------------------------
                               Todd R. Wagner




Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation
Hambrecht & Quist LLC

Acting severally on behalf
 of themselves and the
 several Underwriters named
 in Schedule II hereto.

By: Morgan Stanley & Co. Incorporated



    By:---------------------------
       Name:  D. Rex Golding
       Title: Managing Director
<PAGE>   28





                                                                      SCHEDULE I



<TABLE>
<CAPTION>
                                                                                               Number of
                                                                                           Additional Shares
                                 Selling Stockholder                                           To Be Sold
 ---------------------------------------------------------------------------------         -----------------
 <S>                                                                                     <C>
 Todd R. Wagner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



                                                                                                              
                                                                                              --------------


                           Total . . . . . . . . . . . . . . . . . . . . . . . . .                            
                                                                                              ==============
</TABLE>
<PAGE>   29





                                                                     SCHEDULE II


<TABLE>
<CAPTION>
                                                                                               Number of
                                                                                              Firm Shares
                                     Underwriter                                            To Be Purchased
 ---------------------------------------------------------------------------------          ---------------
 <S>                                                                                      <C>
 Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . . . .

 Donaldson, Lufkin & Jenrette Securities Corporation . . . . . . . . . . . . . . .

 Hambrecht & Quist LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


                                                                                                              
                                                                                             --------------


                           Total . . . . . . . . . . . . . . . . . . . . . . . . .                            
                                                                                             ==============
</TABLE>
<PAGE>   30





                                                                       EXHIBIT A





                            [FORM OF LOCK-UP LETTER]


                                                              ____________, 1998

Morgan Stanley & Co. Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation
Hambrecht & Quist LLC
c/o Morgan Stanley & Co. Incorporated
    1585 Broadway
    New York, NY  10036

Dear Sirs and Mesdames:

                 The undersigned understands that Morgan Stanley & Co.
Incorporated ("MORGAN STANLEY") proposes to enter into an Underwriting
Agreement (the "UNDERWRITING AGREEMENT") with broadcast.com, a Delaware
corporation (the "COMPANY"), providing for the public offering (the "PUBLIC
OFFERING") by the several Underwriters, including Morgan Stanley (the
"UNDERWRITERS"), of shares (the "SHARES") of the Common Stock, $0.01 par value
of the Company (the "COMMON STOCK").

                 To induce the Underwriters that may participate in the Public
Offering to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 180 days after the date of the final
prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise.  The foregoing sentence
shall not apply to (a) the sale of any Shares to the
<PAGE>   31





Underwriters pursuant to the Underwriting Agreement or (b) transactions
relating to shares of Common Stock acquired in the Public Offering or in open
market transactions after the completion of the Public Offering.  In addition,
the undersigned agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 180 days after the date of the
Prospectus, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.

                 Whether or not the Public Offering actually occurs depends on
a number of factors, including market conditions.  Any Public Offering will
only be made pursuant to an Underwriting Agreement, the terms of which are
subject to negotiation between the Company and the Underwriters.


                                           Very truly yours,


                                           -------------------------
                                           (Name)

                                           -------------------------
                                           (Address)





                                       2