<PAGE>   1
                                                                     EXHIBIT 1.1

                                EFTC Corporation

                               5,000,000 Shares*
                                  Common Stock
                               ($0.01 par value)

                         Form of Underwriting Agreement

                                                              New York, New York
                                                                  June ___, 1998

Salomon Smith Barney
J.C. Bradford & Co.
BancAmerica Robertson Stephens
Needham and Company, Inc.
As Representatives of the several Underwriters,
c/o Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                 EFTC Corporation, a Colorado corporation (the "Company"),
proposes to sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, 3,200,000 shares of Common Stock, $0.01 par value ("Common
Stock"), of the Company and the persons named in Schedule II hereto (the
"Selling Shareholders") propose to sell to the several Underwriters 1,800,000
shares of Common Stock (said shares to be issued and sold by the Company and
shares to be sold by the Selling Shareholders collectively being hereinafter
called the "Underwritten Securities").  The Company also proposes to grant to
the Underwriters an option to purchase up to 750,000 additional shares of
Common Stock (the "Option Securities"; the Option Securities, together with the
Underwritten Securities, being hereinafter called the "Securities").  To the
extent there are no additional Underwriters listed on Schedule I other than
you, the term Representatives as used herein shall mean you, as Underwriters,
and the terms Representatives and Underwriters shall mean either the singular
or plural as the context requires.  Any reference herein to the Registration
Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of such
Preliminary Prospectus or the Prospectus, as the case may be; and any reference
herein to the terms "amend," "amendment" or "supplement" with respect to




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*        Plus an option to purchase from EFTC Corporation up to 750,000
additional shares to cover over-allotments.
<PAGE>   2
the Registration Statement, any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the filing of any document under the Exchange
Act after the Effective Date of the Registration Statement, or the issue date
of any Preliminary Prospectus or the Prospectus, as the case may be, deemed to
be incorporated therein by reference.  Certain terms used herein are defined in
Section 17 hereof.

                 It is understood that a form of prospectus is to be used in
connection with the offering and sale of the Securities to United States and
Canadian Persons (as defined herein) which, for purposes of distribution to
Canadian Persons, shall have a Canadian "wrap-around" (the "Canadian Offering
Memorandum").  Insofar as they relate to offers or sales of Securities in
Canada, all references herein to the Preliminary Prospectus and the Prospectus
shall include the Canadian Offering Memorandum.

                 1.       Representations and Warranties.

                 (a)      The Company and the Joint Selling Shareholders
jointly and severally represent and warrant to, and agree with, each
Underwriter as set forth below in this Section 1(a).

                          (i)     The Company meets the requirements for use of
                 Form S-3 under the Act and has prepared and filed with the
                 Commission a registration statement (file number 333-52137)
                 on Form S-3, including a related preliminary prospectus, for
                 the registration under the Act of the offering and sale of the
                 Securities.  The Company may have filed one or more amendments
                 thereto, including a related preliminary prospectus, each of
                 which has previously been furnished to you.  The Company will
                 next file with the Commission one of the following:  either
                 (A) prior to the Effective Date of such registration
                 statement, a further amendment to such registration statement
                 (including the form of final prospectus) or (B) after the
                 Effective Date of such registration statement, a final
                 prospectus in accordance with Rules 430A and 424(b).  In the
                 case of clause (B), the Company has included in such
                 registration statement, as amended at the Effective Date, all
                 information (other than Rule 430A Information) required by the
                 Act and the rules thereunder to be included in such
                 registration statement and the Prospectus.  As filed, such
                 amendment and form of final prospectus, or such final
                 prospectus, shall contain all Rule 430A Information, together
                 with all other such required information, and, except to the
                 extent the Representatives shall agree in writing to a
                 modification, shall be in all substantive respects in the form
                 furnished to you prior to the Execution Time or, to the extent
                 not completed at the Execution Time, shall contain only such
                 specific additional information and other changes (beyond that
                 contained in the latest Preliminary Prospectus) as the Company
                 has advised you, prior to the Execution Time, will be included
                 or made therein.

                          (ii)    On the Effective Date, the Registration
                 Statement did or will, and when the Prospectus is first filed
                 (if required) in accordance with Rule 424(b) and on the
                 Closing Date (as defined herein) and on any date on which
                 Option Securities are purchased, if such date is not the
                 Closing Date (a "settlement date"), the Prospectus (and any
                 supplements thereto) will, comply in all material respects


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                 with the applicable requirements of the Act and the Exchange
                 Act and the respective rules thereunder; on the Effective Date
                 and at the Execution Time, the Registration Statement did not
                 or will not contain any untrue statement of a material fact or
                 omit to state any material fact required to be stated therein
                 or necessary in order to make the statements therein not
                 misleading; and, on the Effective Date, the Prospectus, if not
                 filed pursuant to Rule 424(b), will not, and on the date of
                 any filing pursuant to Rule 424(b) and on the Closing Date and
                 any settlement date, the Prospectus (together with any
                 supplement thereto) will not, include any untrue statement of
                 a material fact or omit to state a material fact necessary in
                 order to make the statements therein, in the light of the
                 circumstances under which they were made, not misleading;
                 provided, however, that the Company and the Joint Selling
                 Shareholders make no representations or warranties as to the
                 information contained in or omitted from the Registration
                 Statement, or the Prospectus (or any supplement thereto) in
                 reliance upon and in conformity with information furnished
                 herein or in writing to the Company by or on behalf of any
                 Underwriter through the Representatives specifically for
                 inclusion in the Registration Statement or the Prospectus (or
                 any supplement thereto).

                          (iii)   The subsidiaries listed on Schedule III
                 hereto are the only subsidiaries of the Company.

                          (iv)    Each of the Company and its subsidiaries has
                 been duly organized and is validly existing as a corporation
                 or limited liability company, as the case may be, in good
                 standing under the laws of the jurisdiction in which it is
                 organized with full corporate power and authority to own its
                 properties and conduct its business as described in the
                 prospectus, and is duly qualified to do business as a foreign
                 corporation and is in good standing under the laws of each
                 jurisdiction which requires such qualification.

                          (v)     All the outstanding shares of capital stock
                 of each subsidiary have been duly and validly authorized and
                 issued and are fully paid and nonassessable, and, except as
                 otherwise set forth in the Prospectus, all outstanding shares
                 of capital stock of the subsidiaries are owned by the Company
                 either directly or through wholly owned subsidiaries free and
                 clear of any security interests, claims, liens or
                 encumbrances.

                          (vi)    The Company's authorized equity
                 capitalization is as set forth in the Prospectus; the capital
                 stock of the Company conforms in all material respects to the
                 description thereof contained in the Prospectus; the
                 outstanding shares of Common Stock have been duly and validly
                 authorized and issued and are fully paid and nonassessable;
                 the Securities being sold hereunder by the Company have been
                 duly and validly authorized and, when issued and delivered to
                 and paid for by the Underwriters pursuant to this Agreement,
                 will be fully paid and nonassessable; the Company has taken
                 the actions required by the published rules of the Nasdaq
                 Stock Market to qualify the Securities for inclusion in the
                 Nasdaq





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                 Stock Market; the certificates for the Securities are in valid
                 and sufficient form; the holders of outstanding shares of
                 capital stock of the Company are not entitled to preemptive or
                 other rights to subscribe for the Securities and, except as
                 set forth in the Prospectus, no options, warrants or other
                 rights to purchase, agreements or other obligations to issue,
                 or rights to convert any obligations into or exchange any
                 securities for, shares of capital stock of or ownership
                 interests in the Company are outstanding.

                          (vii)   There is no franchise, contract or other
                 document of a character required to be described in the
                 Registration Statement or Prospectus, or to be filed as an
                 exhibit thereto, which is not described or filed as required;
                 and the statements in each of (A) the Prospectus under the
                 headings "Risk Factors -- Protection of  Know-how and Trade
                 Secrets; -- Environmental Compliance; -- Shares Eligible for
                 Future Sales; and -- Anti-Takeover Provisions" and
                 "Management's Discussion and Analysis of Financial Condition
                 and Results of Operations -- Acquisitions", (B) the Company's
                 Annual Report on Form 10-K for the fiscal year ended December
                 31, 1997, under the headings "Item 1.  Business --Patents and
                 Trademarks," "Item 2.  Description of Property" and "Item 3.
                 Legal Proceedings" and (C) the Company's Proxy Statement dated
                 April 21, 1998, under the heading "Certain Relationships and
                 Related Transactions," fairly summarize the matters therein
                 described.

                          (viii)  This Agreement has been duly authorized,
                 executed and delivered by the Company and constitutes a valid
                 and binding obligation of the Company enforceable in
                 accordance with its terms.

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

                          (x)     No consent, approval, authorization, filing
                 with or order of any court or governmental agency or body is
                 required in connection with the transactions contemplated
                 herein, except such as have been obtained under the Act and
                 such as may be required under the blue sky laws of any
                 jurisdiction in connection with the purchase and distribution
                 of the Securities by the Underwriters in the manner
                 contemplated herein and in the Prospectus.

                          (xi)    Neither the issue and sale of the Securities
                 nor the consummation of any other of the transactions herein
                 contemplated nor the fulfillment of the terms hereof will
                 conflict with, result in a breach or violation or imposition
                 of any lien, charge or encumbrance upon any property or assets
                 of the Company or any of its subsidiaries pursuant to, (A) the
                 charter or by-laws of the Company or any of its subsidiaries,
                 (B) the terms of any indenture, contract, lease, mortgage,
                 deed of trust, note agreement, loan agreement or other
                 agreement, obligation, condition, covenant or instrument to
                 which the Company or any of its subsidiaries is a party





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                 or bound or to which its or their property is subject or (C)
                 any statute, law, rule, regulation, judgment, order or decree
                 applicable to the Company or any of its subsidiaries of any
                 court, regulatory body, administrative agency, governmental
                 body, arbitrator or other authority having jurisdiction over
                 the Company or any of its subsidiaries or any of its or their
                 properties.

                          (xii)   No holders of securities of the Company have
                 rights to the registration of such securities under the
                 Registration Statement except for such rights of the persons
                 and entities listed on Schedule IV hereto (the "Registration
                 Rights Shareholders") as have been effectively waived.

                          (xiii)  The consolidated financial statements and
                 schedules of the Company and its consolidated subsidiaries
                 included in the Prospectus and the Registration Statement
                 present fairly in all material respects the financial
                 condition, results of operations and cash flows of the Company
                 as of the dates and for the periods indicated, comply as to
                 form with the applicable accounting requirements of the Act,
                 the Exchange Act and the respective rules and regulations
                 thereunder and have been prepared in conformity with generally
                 accepted accounting principles applied on a consistent basis
                 throughout the periods involved (except as otherwise noted
                 therein).  The selected financial data set forth under the
                 captions "Selected Consolidated Historical and Financial Data"
                 and "Prospectus Summary -- Summary Consolidated Historical
                 Financial Information" in the Prospectus and the Registration
                 Statement, fairly present, on the basis stated in the
                 Prospectus and the Registration Statement the information
                 included therein.

                          (xiv)   No action, suit or proceeding by or before
                 any court or governmental agency, authority or body or any
                 arbitrator involving the Company or any of its subsidiaries or
                 its or their property is pending or, to the best knowledge of
                 the Company, threatened that (A) could reasonably be expected
                 to have a material adverse effect on the performance of this
                 Agreement or the consummation of any of the transactions
                 contemplated hereby or (B) could reasonably be expected to
                 have a material adverse effect on the condition (financial or
                 otherwise), prospects, earnings, business or properties of the
                 Company and its subsidiaries, taken as a whole, whether or not
                 arising from transactions in the ordinary course of business,
                 except as set forth in or contemplated in the Prospectus
                 (exclusive of any supplement thereto).

                          (xv)    Each of the Company and each of its
                 subsidiaries, owns or leases all such properties as are
                 necessary to the conduct of its operations as currently
                 conducted; neither the Company nor any subsidiary is in
                 violation of any law, rule or regulation of any Federal, state
                 or local governmental or regulatory authority applicable to it
                 or is in non-compliance with any term or condition of, or has
                 failed to obtain and maintain in effect, any license,
                 certificate, permit or other governmental authorization
                 required for the ownership or lease of its property or the
                 conduct of its business, which violation, non-compliance or
                 failure would individually or in the aggregate have a material
                 adverse effect on the condition





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                 (financial or otherwise), prospects, earnings, business or
                 properties of the Company and its subsidiaries, taken as a
                 whole, whether or not arising from transactions in the
                 ordinary course of business, except as set forth in or
                 contemplated in the Prospectus (exclusive of any supplement
                 thereto); and the Company has not received notice of any
                 proceedings relating to the revocation or material
                 modification of any such license, certificate, permit or other
                 authorization.

                          (xvi)   Neither the Company nor any subsidiary is in
                 violation or default of (A) any provision of its charter or
                 bylaws, (B) the terms of any indenture, contract, lease,
                 mortgage, deed of trust, note agreement, loan agreement or
                 other agreement, obligation, condition, covenant or instrument
                 to which it is a party or bound or to which its property is
                 subject or (C) any statute, law, rule, regulation, judgment,
                 order or decree of any court, regulatory body, administrative
                 agency, governmental body, arbitrator or other authority
                 having jurisdiction over the Company or such subsidiary or any
                 of its properties, as applicable, except any such violation or
                 default which would not, singly or in the aggregate, result in
                 a material adverse change in the condition (financial or
                 otherwise), prospects, earnings, business or properties of the
                 Company and its subsidiaries, taken as a whole, whether or not
                 arising from transactions in the ordinary course of business,
                 except as set forth in or contemplated in the Prospectus
                 (exclusive of any supplement thereto).

                          (xvii)  KPMG Peat Marwick LLP which has certified
                 certain financial statements of the Company or its
                 subsidiaries and delivered its report with respect to the
                 audited consolidated financial statements and schedules
                 included in the Prospectus, is an independent public
                 accountant with respect to the Company within the meaning of
                 the Act and the applicable published rules and regulations
                 thereunder.

                          (xviii) There are no transfer taxes or other similar
                 fees or charges under Federal law or the laws of any state, or
                 any political subdivision thereof, required to be paid in
                 connection with the execution and delivery of this Agreement
                 or the issuance by the Company, the sale by the Company or the
                 resale by the Joint Selling Shareholders of the Securities.

                          (xix)   The Company has filed all foreign, federal,
                 state and local tax returns that are required to be filed or
                 has requested extensions thereof (except in any case in which
                 the failure so to file would not have a material adverse
                 effect on the condition (financial or otherwise), prospects,
                 earnings, business or properties of the Company and its
                 subsidiaries, taken as a whole, whether or not arising from
                 transactions in the ordinary course of business, except as set
                 forth in or contemplated in the Prospectus (exclusive of any
                 supplement thereto) and has paid all taxes required to be paid
                 by it and any other assessment, fine or penalty levied against
                 it, to the extent that any of the foregoing is due and
                 payable, except for any such assessment, fine or penalty that
                 is currently being contested in good





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                 faith or as would not have a material adverse effect on the
                 condition (financial or otherwise), prospects, earnings,
                 business or properties of the Company and its subsidiaries,
                 taken as a whole, whether or not arising from transactions in
                 the ordinary course of business, except as set forth in or
                 contemplated in the Prospectus (exclusive of any supplement
                 thereto).

                          (xx)    No labor disturbance by or dispute with the
                 employees of the Company or any of its subsidiaries exists or
                 is threatened or imminent that could reasonably be expected to
                 have a material adverse change in the condition (financial or
                 otherwise), prospects, earnings, business or properties of the
                 Company and its subsidiaries, taken as a whole, whether or not
                 arising from transactions in the ordinary course of business,
                 except as set forth in or contemplated in the Prospectus
                 (exclusive of any supplement thereto).

                          (xxi)   The Company and each of its subsidiaries are
                 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 the Company
                 and its subsidiaries are engaged; neither the Company nor any
                 such subsidiary has been refused any insurance coverage sought
                 or applied for; and neither the Company nor any such
                 subsidiary has any reason to 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
                 currently anticipated cost that would not have a material
                 adverse effect on the condition (financial or otherwise),
                 prospects, earnings, business or properties of the Company and
                 its subsidiaries, taken as a whole, whether or not arising
                 from transactions in the ordinary course of business, except
                 as set forth in or contemplated in the Prospectus (exclusive
                 of any supplement thereto).

                          (xxii)  No subsidiary of the Company is currently
                 prohibited, directly or indirectly, from paying any dividends
                 to the Company, from making any other distribution on such
                 subsidiary's capital stock, from repaying to the Company any
                 loans or advances to such subsidiary from the Company or from
                 transferring any of such subsidiary's property or assets to
                 the Company or any other subsidiary of the Company, except as
                 described in or contemplated by the Prospectus (exclusive of
                 any amendment thereto).

                          (xxiii) Except as set forth in or contemplated in the
                 Prospectus (exclusive of any supplement thereto), the Company
                 and its subsidiaries (A) possess all certificates,
                 authorizations and permits, whether from federal, state or
                 foreign regulatory authorities, necessary to conduct their
                 respective businesses, except where the failure to possess
                 such certificates, authorizations and permits would not,
                 singly or in the aggregate, result in a material adverse
                 change in the condition (financial or otherwise), prospects,
                 earnings, business or properties of the Company and its
                 subsidiaries, taken as a whole, whether or not arising from
                 transactions in the ordinary course of business and (B) have
                 not received any notice of proceedings relating to the
                 revocation or modification of any such





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                 certificate, authorization or permit which, singly or in the
                 aggregate, if the subject of an unfavorable decision, ruling
                 or finding, would result in a material adverse change in the
                 condition (financial or otherwise), prospects, earnings,
                 business or properties of the Company and its subsidiaries,
                 taken as a whole, whether or not arising from transactions in
                 the ordinary course of business.

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

                          (xxv)   The Company owns or has obtained licenses or
                 other rights for all patents, patent applications, trade and
                 service marks, trade names, copyrights, inventions, trade
                 secrets, technology, know-how and other intellectual
                 properties, including without limitation the rights to the AES
                 software described in the Prospectus (collectively, the
                 "Intellectual Property"), necessary for the conduct of the
                 Company's business as now conducted or as proposed to be
                 conducted in the Prospectus, except where the failure to so
                 own or obtain licenses or other rights would not singly or in
                 the aggregate have a material adverse effect on the condition
                 (financial or otherwise), prospects, earnings, business or
                 properties of the Company and its subsidiaries, taken as a
                 whole.  Except as set forth in the Prospectus under the
                 caption "Risk Factors -- Protection of Know-how and Trade
                 Secrets," (A) there are no rights of third parties to any such
                 Intellectual Property that would materially impair the rights
                 of the Company therein; (B) to the Company's knowledge there
                 is no material infringement by third parties of any such
                 Intellectual Property; (C) there is no pending or to the
                 Company's knowledge threatened action, suit, proceeding or
                 claim by others challenging the Company's rights in or to any
                 such Intellectual Property, and the Company is unaware of any
                 facts which would form a reasonable basis for any such claim;
                 (D) there is no pending or to the Company's knowledge
                 threatened action, suit, proceeding or claim by others
                 challenging the validity or scope of any such Intellectual
                 Property, and the Company is unaware of any facts which would
                 form a reasonable basis for any such claim; (E) there is no
                 pending or to the Company's knowledge threatened action, suit,
                 proceeding or claim by others that the Company infringes or
                 otherwise violates any patent, trademark, copyright, trade
                 secret or other proprietary rights of others, and the Company
                 is unaware of any other fact which would form a reasonable
                 basis for any such claim; (F) there is no U.S. patent or
                 published U.S. patent application which contains claims that
                 dominate or may dominate any Intellectual Property described
                 in the Prospectus





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                 as being owned or used by or licensed to the Company or that
                 interferes with the issued or pending claims of any such
                 Intellectual Property; and (G) there is no prior art of which
                 the Company is aware that may render any U.S. patent held by
                 the Company invalid or any U.S. patent application held by the
                 Company unpatentable which has not been disclosed to the U.S.
                 Patent and Trademark Office.

                          (xxvi)  Except as disclosed in the Registered
                 Statement and the Prospectus, the Company (A) does not have
                 any material lending or other relationship with any bank
                 affiliate or lending affiliate of Smith Barney Inc., J.C.
                 Bradford & Co., BancAmerica Robertson Stephens or Needham and
                 Company, Inc., and (B) does not intend to use any of the
                 proceeds from the sale of the Securities hereunder to repay
                 any outstanding debt owed to any affiliate of any of the
                 Underwriters.

                          (xxvii) The Indemnification Agreement, dated February
                 24, 1997, among Charles E. Hewitson, Matthew J. Hewitson, Greg
                 Hewitson, Christie Hewitson, Marsha Hewitson and Linda
                 Hewitson (collectively, the "Current Electronics Indemnitors")
                 and the Company, has been duly authorized, executed and
                 delivered by the Company, has been duly executed and delivered
                 by the Current Electronics Indemnitors and constitutes a valid
                 and binding obligation of the Company and the Current
                 Electronics Indemnitors enforceable in accordance with its
                 terms.

                          (xxviii) The Indemnification Agreement, dated
                 September 30, 1997, among Allen S.  Braswell, Sr. Grantor
                 Retained Income Trust u/a/d 12/31/89, Allen S. Braswell, Jr.,
                 Alma L. Braswell, Allen S. Braswell, Jr. Revocable Living
                 Trust and Circuit Test International Limited Partnership, a
                 Florida limited partnership (collectively, the "Circuit Test
                 Indemnitors"; and Allen S. Braswell Jr.  and Alma L. Braswell,
                 together, are the "Circuit Test Individual Indemnitors") and
                 the Company, has been duly authorized, executed and delivered
                 by the Company and the Circuit Test Indemnitors (other than
                 the Circuit Test Individual Indemnitors), has been duly
                 executed and delivered by the Circuit Test Individual
                 Indemnitors and constitutes a valid and binding obligation of
                 the Company and the Circuit Test Indemnitors enforceable in
                 accordance with its terms.

                          (xxix)  The Indemnification Agreement, dated March
                 31, 1998, among Raymond Marshall and Robert Monaco
                 (collectively, the "Personal Electronics Indemnitors") and the
                 Company, has been duly authorized, executed and delivered by
                 the Company, has been duly executed and delivered by the
                 Personal Electronics Indemnitors and constitutes a valid and
                 binding obligation of the Company and the Personal Electronics
                 Indemnitors enforceable in accordance with its terms.

                 Any certificate signed by any officer of the Company and
         delivered to the Representatives or counsel for the Underwriters in
         connection with the offering of the





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<PAGE>   10
         Securities shall be deemed a representation and warranty by the
         Company, as to matters covered thereby, to each Underwriter.

                 (b)      Each Selling Shareholder represents and warrants to,
and agrees with, each Underwriter as set forth below in this Section 1(b).

                          (i)     Such Selling Shareholder is the lawful owner
                 of the Securities to be sold by such Selling Shareholder
                 hereunder and upon delivery of such Securities to the several
                 Underwriters and the payment by the several Underwriters of
                 the purchase price therefor as provided herein, assuming that
                 the several Underwriters have taken delivery of such
                 Securities in good faith and without notice of any "adverse
                 claim" (as defined in Section 8-102 of the Uniform Commercial
                 Code--Investment Securities in McKinney's Consolidated Laws of
                 New York as it exists on the date hereof), the several
                 Underwriters will acquire such Securities free of any "adverse
                 claim."

                          (ii)    Such Selling Shareholder has not taken and
                 will not take, directly or indirectly, any action designed to
                 or which has constituted or which might reasonably be expected
                 to cause or result, under the Exchange Act or otherwise, in
                 stabilization or manipulation of the price of any security of
                 the Company to facilitate the sale or resale of the Securities
                 and has not effected any sales of shares of Common Stock
                 which, if effected by the issuer, would be required to be
                 disclosed in response to Item 701 of Regulation S-K.

                          (iii)   Certificates in negotiable form for such
                 Selling Shareholder's Securities other than, in the case of an
                 Exercising Selling Shareholder, the Exercise Securities have
                 been placed in custody or, in the case of Exercise Securities,
                 will be placed in custody no later than the first business day
                 following the Execution Time for delivery pursuant to the
                 terms of this Agreement, under a Custody Agreement executed
                 and delivered by such Selling Shareholders, in the form
                 heretofore furnished to you (the "Custody Agreement"), with
                 American Securities Transfer & Trust, Inc., as Custodian (the
                 "Custodian"); the Securities represented by the certificates
                 to be held in custody for each Selling Shareholder are subject
                 to the interests hereunder of the Underwriters, the Company
                 and the other Selling Shareholders; the arrangements for
                 custody and delivery of such certificates (including
                 certificates representing Exercise Securities), made by such
                 Selling Shareholder hereunder and under the Custody Agreement,
                 are not subject to termination or modification by any acts of
                 such Selling Shareholder, or by operation of law, whether by
                 the death or incapacity of such Selling Shareholder or the
                 occurrence of any other event; and if any such death,
                 incapacity or any other such event shall occur before the
                 delivery of such Securities hereunder, certificates for the
                 Securities will be delivered by the Custodian in accordance
                 with the terms and conditions of this Agreement and the
                 Custody Agreement as if such death, incapacity or other event
                 had not occurred, regardless of whether or not the Custodian
                 shall have received notice of such death, incapacity or other
                 event.





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                          (iv)    No consent, approval, authorization or order
                 of any court or governmental agency or body is required for
                 the consummation by such Selling Shareholder of the
                 transactions contemplated herein, except such as may have been
                 obtained under the Act and such as may be required under the
                 federal and provincial securities laws of Canada or the blue
                 sky laws of any jurisdiction in connection with the purchase
                 and distribution of the Securities by the Underwriters and
                 such other approvals as have been obtained.

                          (v)     Neither the sale of the Securities being sold
                 by such Selling Shareholder nor the consummation of any other
                 of the transactions herein contemplated by such Selling
                 Shareholder or the fulfillment of the terms hereof by such
                 Selling Shareholder will conflict with, result in a breach or
                 violation of, or constitute a default under any law or the
                 terms of any indenture or other agreement or instrument to
                 which such Selling Shareholder is a party or bound, or any
                 judgment, order or decree applicable to such Selling
                 Shareholder of any court, regulatory body, administrative
                 agency, governmental body or arbitrator having jurisdiction
                 over such Selling Shareholder.

                 Any certificate signed by any Selling Shareholder or a
representative of a Selling Shareholder and delivered to the Representatives or
counsel for the Underwriters in connection with the offering of the Securities
shall be deemed a representation and warranty by such Selling Shareholder, as
to the matters covered thereby, to each Underwriter.

                 (c)      Each Several Selling Shareholder represents and
warrants to, and agrees with, each Underwriter that such Several Selling
Shareholder has no reason to believe that the representations and warranties of
the Company and the Joint Selling Shareholders contained in Section 1(a) are
not true and correct, is familiar with the Registration Statement and has no
knowledge of any material fact, condition or information not disclosed in the
Prospectus or any supplement thereto which has adversely affected or may
adversely affect the business of the Company or any of its subsidiaries; and
the sale of Securities by such Several Selling Shareholder pursuant hereto is
not prompted by any information concerning the Company or any of its
subsidiaries which is not set forth in the Prospectus or any supplement
thereto.

                 In respect of any statements in or omissions from the
Registration Statement or the Prospectus or any supplements thereto made in
reliance upon and in conformity with information furnished in writing to the
Company by any Several Selling Shareholder specifically for use in connection
with the preparation thereof, such Several Selling Shareholder hereby makes the
same representations and warranties to each Underwriter as the Company makes to
such Underwriter under Section 1(a).

                 (d)      Each Exercising Selling Shareholder represents and
warrants to, and agrees with, each Underwriter that it has delivered to the
Company (A) notice in the form attached hereto as Exhibit C of an irrevocable
election, effective as of the Execution Time, to exercise options for the
purchase of the number of shares of Common Stock shown opposite its name on
Schedule VI hereto and (B) irrevocable instructions to deliver the Exercise
Securities to the Custodian to be held by the Custodian pursuant to the Custody
Agreement; each such election





                                       11
<PAGE>   12
and each such set of instructions is irrevocable and is not subject to
termination or modification by any acts of such Exercising Selling Shareholder,
or by operation of law, whether by the death or incapacity of such Exercising
Selling Shareholder or the occurrence of any other event; and if any such
death, incapacity or any other such event shall occur before the delivery of
such Exercise Securities pursuant to such instructions, certificates for the
Exercise Securities will be delivered by the Company to the Custodian in
accordance with the terms and conditions of such election and such instructions
as if such death, incapacity or other event had not occurred, regardless of
whether or not the Company shall have received notice of such death, incapacity
or other event.

                 2.       Purchase and Sale.

                 (a)      Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees,
severally and not jointly, to sell 3,200,000 of the Underwritten Securities,
and each of the Selling Shareholders agree, severally and not jointly, to sell
the number of Underwritten Securities set forth opposite such Selling
Shareholder's name in Schedule II hereto to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company and
the Selling Shareholders, at a purchase price of $    per share, the amount of
the Underwritten Securities set forth opposite such Underwriter's name in
Schedule I hereto.

                 (b)      Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company hereby
grants an option to the several Underwriters to purchase, severally and not
jointly, up to 750,000 Option Securities at the same purchase price per share
as the Underwriters shall pay for the Underwritten Securities.  Said option may
be exercised only to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters.  Said option may be exercised in whole or in
part at any time (but not more than once) on or before the 30th day after the
date of the Prospectus upon written or telegraphic notice by the
Representatives to the Company setting forth the number of shares of the Option
Securities as to which the several Underwriters are exercising the option and
the settlement date.  In the event that the Underwriters exercise less than
their full over- allotment option, the number of Option Securities to be
purchased by each Underwriter shall be the same percentage of the total number
of shares of the Option Securities to be purchased by the several Underwriters
as such Underwriter is purchasing of the Underwritten Securities, subject to
such adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

                 3.       Delivery and Payment.  Delivery of and payment for
the Underwritten Securities and the Option Securities (if the option provided
for in Section 2(b) hereof shall have been exercised on or before the third
Business Day prior to the Closing Date) shall be made at 10:00 AM, New York
City time, on             , 1998, or at such time on such later date not more
than three Business Days after the foregoing date  as the Representatives shall
designate, which date and time may be postponed by agreement among the
Representatives, the Company and the Selling Shareholders or as provided in
Section 9 hereof (such date and time of delivery and payment for the Securities
being herein called the "Closing Date").  Except as provided in the immediately
following paragraph, delivery of the Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several





                                       12
<PAGE>   13
Underwriters through the Representatives of the respective aggregate purchase
prices of the Securities being sold by the Company and each of the Selling
Shareholders to or upon the order of the Company and the Custodian on behalf of
such Selling Shareholders, respectively, by wire transfer payable in same-day
funds to the accounts specified by the Company and an Attorney-in-Fact (as
defined in Exhibit B hereto) on behalf of the Selling Shareholders.  Delivery
of the Underwritten Securities and the Option Securities shall be made through
the facilities of The Depository Trust Company unless the Representatives shall
otherwise instruct.

                 Delivery of the Exercise Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives (A) to the
Company of the aggregate exercise price of the options described in Schedule VI
hereto as to which such Exercise Securities relate and (B) to the Custodian on
behalf of each of the Exercising Selling Shareholders of the excess, if any, of
the aggregate purchase price of the Exercise Securities being sold by such
Exercising Selling Shareholder over the amount paid with respect to such
Exercise Securities pursuant to clause (A) of this sentence, in each case, by
wire transfer payable in same day funds to the account specified pursuant to
the preceding paragraph.

                 Each Selling Shareholder will pay all applicable state
transfer taxes, if any, involved in the transfer to the several Underwriters of
the Securities to be purchased by them from such Selling Shareholder and the
respective Underwriters will pay any additional stock transfer taxes involved
in further transfers.

                 If the option provided for in Section 2(b) hereof is exercised
after the third Business Day prior to the Closing Date, the Company will
deliver the Option Securities (at the expense of the Company) to the
Representatives on the date specified by the Representatives (which shall be
within three Business Days after exercise of said option) for the respective
accounts of the several Underwriters, against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by wire transfer payable in same-day funds to the
accounts specified by the Company. If settlement for the Option Securities
occurs after the Closing Date, the Company will deliver to the Representatives
on the settlement date for the Option Securities, and the obligation of the
Underwriters to purchase the Option Securities shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as of
such date the opinions, certificates and letters delivered on the Closing Date
pursuant to Section 6 hereof.

                 4.       Offering by Underwriters.  It is understood that the
several Underwriters propose to offer the Securities for sale to the public as
set forth in the Prospectus.

                 5.       Agreements.

                 (a)      The Company agrees with the several Underwriters
that:

                          (i)     The Company will use its best efforts to
                 cause the Registration Statement, if not effective at the
                 Execution Time, and any amendment thereof, to become
                 effective.  Prior to the termination of the offering of the
                 Securities, the





                                       13
<PAGE>   14
                 Company will not file any amendment of the Registration
                 Statement or supplement to the Prospectus or any Rule 462(b)
                 Registration Statement unless the Company has furnished you a
                 copy for your review prior to filing and will not file any
                 such proposed amendment or supplement to which you reasonably
                 object.  Subject to the foregoing sentence, if the
                 Registration Statement has become or becomes effective
                 pursuant to Rule 430A, or filing of the Prospectus is
                 otherwise required under Rule 424(b), the Company will cause
                 the Prospectus, properly completed, and any supplement thereto
                 to be filed with the Commission pursuant to the applicable
                 paragraph of Rule 424(b) within the time period prescribed and
                 will provide evidence satisfactory to the Representatives of
                 such timely filing.  The Company will promptly advise the
                 Representatives (A) when the Registration Statement, if not
                 effective at the Execution Time, shall have become effective,
                 (B) when the Prospectus, and any supplement thereto, shall
                 have been filed (if required) with the Commission pursuant to
                 Rule 424(b) or when any Rule 462(b) Registration Statement
                 shall have been filed with the Commission, (C) when, prior to
                 termination of the offering of the Securities, any amendment
                 to the Registration Statement shall have been filed or become
                 effective, (D) of any request by the Commission or its staff
                 for any amendment of the Registration Statement, or any Rule
                 462(b) Registration Statement, or for any supplement to the
                 Prospectus or of any additional information, (E) of the
                 issuance by the Commission of any stop order suspending the
                 effectiveness of the Registration Statement or the institution
                 or threatening of any proceeding for that purpose and (F) of
                 the receipt by the Company of any notification with respect to
                 the suspension of the qualification of the Securities for sale
                 in any jurisdiction or the initiation or threatening of any
                 proceeding for such purpose.  The Company will use its best
                 efforts to prevent the issuance of any such stop order or the
                 suspension of any such qualification and, if issued, to obtain
                 as soon as possible the withdrawal thereof.

                          (ii)    If, at any time when a prospectus relating to
                 the Securities is required to be delivered under the Act, any
                 event occurs as a result of which the Prospectus as then
                 supplemented would include any untrue statement of a material
                 fact or omit to state any material fact necessary to make the
                 statements therein in the light of the circumstances under
                 which they were made not misleading, or if it shall be
                 necessary to amend the Registration Statement or supplement
                 the Prospectus to comply with the Act or the Exchange Act or
                 the respective rules thereunder, the Company promptly will (A)
                 prepare and file with the Commission, subject to the second
                 sentence of Section 5(a)(i) hereof, an amendment or supplement
                 which will correct such statement or omission or effect such
                 compliance and (B) supply any supplemented Prospectus to you
                 in such quantities as you may reasonably request.

                          (iii)   As soon as practicable, the Company will make
                 generally available to its security holders and to the
                 Representatives an earnings statement or





                                       14
<PAGE>   15
                 statements of the Company and its subsidiaries which will
                 satisfy the provisions of Section 11(a) of the Act and Rule
                 158 under the Act.

                          (iv)    The Company will furnish to the
                 Representatives and counsel for the Underwriters, without
                 charge, signed copies of the Registration Statement (including
                 exhibits thereto) and to each other Underwriter a copy of the
                 Registration Statement (without exhibits thereto) and, so long
                 as delivery of a prospectus by an Underwriter or dealer may be
                 required by the Act, as many copies of each Preliminary
                 Prospectus and the Prospectus and any supplement thereto as
                 the Representatives may reasonably request.  The Company will
                 pay the expenses of printing or other production of all
                 documents relating to the offering.

                          (v)     The Company will in good faith seek to
                 arrange, if necessary and with the cooperation of the
                 Underwriters, for the qualification of the Securities for sale
                 under the laws of such jurisdictions as the Representatives
                 may designate, will maintain such qualifications in effect so
                 long as required for the distribution of the Securities and
                 will pay any fee of the National Association of Securities
                 Dealers, Inc. (the "NASD"), in connection with its review of
                 the offering; provided that 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 that would
                 subject it to service of process in suits, other than those
                 arising out of the offering or sale of the Securities, in any
                 jurisdiction where it is not now so subject.

                          (vi)    The Company will not, without the prior
                 written consent of Smith Barney Inc., for a period of 120 days
                 following the Execution Time, offer, sell or contract to sell,
                 or otherwise dispose of (or enter into any transaction which
                 is designed to, or could be expected to, result in the
                 disposition (whether by actual disposition or effective
                 economic disposition due to cash settlement or otherwise) by
                 the Company or any affiliate of the Company or any person in
                 privity with the Company or any affiliate of the Company)
                 directly or indirectly, or announce the offering of, any other
                 shares of Common Stock or any securities convertible into, or
                 exchangeable for, shares of Common Stock; provided, however,
                 that the Company may issue and sell Common Stock pursuant to
                 any director or employee stock option plan, stock ownership
                 plan or dividend reinvestment plan of the Company in effect at
                 the Execution Time and the Company may issue Common Stock
                 issuable upon the conversion of securities or the exercise of
                 warrants outstanding at the Execution Time.

                 (b)      Each Selling Shareholder agrees with the several
Underwriters that it will, at the Execution Time, furnish to the
Representatives through the Company the letter specified in Section 6(i)
hereof.

                 (c)      Such Selling Stockholder will advise you promptly,
and if requested by you, will confirm such advice in writing, so long as
delivery of a prospectus relating to the Securities by an underwriter or dealer
may be required under the Act, of any material change in the





                                       15
<PAGE>   16
information in the Registration Statement or the Prospectus relating to such
Selling Stockholder that comes to the attention of such Selling Stockholder.

                 6.       Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Underwritten Securities and
the Option Securities, as the case may be, shall be subject to the accuracy of
the representations and warranties on the part of the Company and the Selling
Shareholders contained herein as of the Execution Time, the Closing Date and
any settlement date pursuant to Section 3 hereof, to the accuracy of the
statements of the Company and the Selling Shareholders made in any certificates
pursuant to the provisions hereof, to the performance by the Company and the
Selling Shareholders of their respective obligations hereunder and to the
following additional conditions:

                 (a)      If the Registration Statement has not become
         effective prior to the Execution Time, unless the Representatives
         agree in writing to a later time, the Registration Statement will
         become effective not later than (A) 6:00 PM New York City time on the
         date of determination of the public offering price, if such
         determination occurred at or prior to 3:00 PM New York City time on
         such date or (B) 9:30 AM on the Business Day following the day on
         which the public offering price was determined, if such determination
         occurred after 3:00 PM New York City time on such date; if filing of
         the Prospectus, or any supplement thereto, is required pursuant to
         Rule 424(b), the Prospectus, and any such supplement, will be filed in
         the manner and within the time period required by Rule 424(b); and no
         stop order suspending the effectiveness of the Registration Statement
         shall have been issued and no proceedings for that purpose shall have
         been instituted or threatened.

                 (b)      The Company shall have caused Holme Roberts & Owen
         LLP, counsel for the Company, to have furnished to the Representatives
         their opinion, dated the Closing Date and addressed to the
         Representatives, to the effect that:

                          (i)     the Company and each of its subsidiaries has
                 been duly incorporated or organized, as applicable, and is
                 validly existing as a corporation or limited liability company
                 in good standing under the laws of the jurisdiction in which
                 it is incorporated or organized, with full corporate power and
                 authority to own its properties and conduct its business as
                 described in the Prospectus;

                          (ii)    all the outstanding shares of capital stock
                 of each subsidiary have been duly and validly authorized and
                 issued and are fully paid and nonassessable, and, except as
                 otherwise set forth in the Prospectus, all outstanding shares
                 of capital stock or membership interests, as applicable, of
                 the subsidiaries are owned by the Company either directly or
                 through wholly owned subsidiaries free and clear of any
                 perfected security interest and, to the knowledge of such
                 counsel, after due inquiry, any other security interests,
                 claims, liens or encumbrances;

                          (iii)   the Company's authorized equity
                 capitalization is as set forth in the Prospectus; the capital
                 stock of the Company conforms in all material respects to the
                 description thereof contained in the Prospectus; the
                 outstanding shares of





                                       16
<PAGE>   17
                 Common Stock other than the Securities being issued by the
                 Company have been duly and validly authorized and issued and
                 are fully paid and nonassessable; the Securities being sold
                 hereunder by the Company have been duly and validly
                 authorized, and, when issued and delivered to and paid for by
                 the Underwriters pursuant to this Agreement, will be fully
                 paid and nonassessable; the Company has taken the actions
                 required by the published rules of the Nasdaq Stock Market to
                 qualify the Securities for inclusion in the Nasdaq Stock
                 Market; the certificates for the Securities are in valid and
                 sufficient form; the holders of outstanding shares of capital
                 stock of the Company are not entitled to preemptive or other
                 rights to subscribe for the Securities; and, to our knowledge
                 after due inquiry, except as set forth in the Prospectus, no
                 options, warrants or other rights to purchase, agreements or
                 other obligations to issue, or rights to convert any
                 obligations into or exchange any securities for, shares of
                 capital stock of or ownership interests in the Company are
                 outstanding;

                          (iv)    to the knowledge of such counsel, there is no
                 pending or threatened action, suit or proceeding by or before
                 any court or governmental agency, authority or body or any
                 arbitrator involving the Company or any of its subsidiaries or
                 its or their property of a character required to be disclosed
                 in the Registration Statement that is not adequately disclosed
                 in the Prospectus, and there is no franchise, contract or
                 other document of a character required to be described in the
                 Registration Statement or Prospectus, or to be filed as an
                 exhibit thereto, that is not described or filed as required;
                 and the statements in each of (A) the Prospectus under the
                 headings "Risk Factors -- Protection of  Know-how and Trade
                 Secrets; -- Environmental Compliance; -- Shares Eligible for
                 Future Sales; and -- Anti-Takeover Provisions" and
                 "Management's Discussion and Analysis of Financial Condition
                 and Results of Operations -- Acquisitions", (B) the Company's
                 Annual Report on Form 10-K for the fiscal year ended December
                 31, 1996, under the headings "Item 1.  Business --Patents and
                 Trademarks," "Item 2.  Description of Property" and "Item 3.
                 Legal Proceedings" and (C) the Company's Proxy Statement dated
                 April 21, 1998, under the heading "Certain Relationships and
                 Related Transactions," to the extent that such statements
                 purport to describe certain provisions of federal laws, laws
                 of the State of Colorado, rules or regulations, the Company's
                 charter and by-laws, or contracts to which the Company is a
                 party, have been reviewed by such counsel and fairly summarize
                 the matters therein described;

                          (v)     the Registration Statement has become
                 effective under the Act; any required filing of the
                 Prospectus, and any supplements thereto, pursuant to Rule
                 424(b) has been made in the manner and within the time period
                 required by Rule 424(b); to the knowledge of such counsel, no
                 stop order suspending the effectiveness of the Registration
                 Statement has been issued, no proceedings for that purpose
                 have been instituted or threatened and the Registration
                 Statement and the Prospectus (other than the financial
                 statements and other financial information contained therein,
                 as to which such counsel need express no opinion) comply as to





                                       17
<PAGE>   18
                 form in all material respects with the applicable requirements
                 of the Act and the Exchange Act and the respective rules
                 thereunder;

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

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

                          (viii)  no consent, approval, authorization, filing
                 with or order of any court or governmental agency or body is
                 required for the consummation by the Company of the
                 transactions contemplated herein, except such as have been
                 obtained under the Act and such as may be required under the
                 blue sky laws of any jurisdiction in connection with the
                 purchase and distribution of the Securities by the
                 Underwriters in the manner contemplated in this Agreement and
                 in the Prospectus;

                          (ix)    neither the issue and sale of the Securities,
                 nor the consummation by the Company of any other of the
                 transactions herein contemplated nor the fulfillment of the
                 terms hereof will conflict with, result in a breach or
                 violation or imposition of any lien, charge or encumbrance
                 upon any property or assets of the Company or its subsidiaries
                 pursuant to, (A) the articles of incorporation, by-laws or
                 other charter documents of the Company or its subsidiaries or
                 (B) the terms of any indenture, contract, lease, mortgage,
                 deed of trust, note agreement, loan agreement or other
                 agreement, obligation, condition, covenant or instrument known
                 to such counsel after due inquiry to which the Company or its
                 subsidiaries is a party or bound or to which its property is
                 subject, or (C) any statute, law, rule, regulation, judgment,
                 order or decree known to such counsel after due inquiry to be
                 applicable to the Company or its subsidiaries of any court,
                 regulatory body, administrative agency, governmental body,
                 arbitrator or other authority having jurisdiction over the
                 Company or its subsidiaries or any of its or their properties;
                 and

                          (x)     to such Counsel's knowledge after due inquiry
                 no holders of securities of the Company have rights to the
                 registration of such securities under the Registration
                 Statement except for such rights of the Registration Rights
                 Shareholders as have been effectively waived.

                 In addition, such counsel shall state that nothing has come to
         such counsel's attention that leads such counsel to believe that on
         the Effective Date or at the Execution Time the Registration Statement
         (other than the financial statements, including the notes thereto, and
         supporting schedules or other financial data contained therein, as to
         which such counsel need not comment) contains or contained any untrue
         statement of a material fact or omitted or omits to state any material
         fact required to be stated therein or





                                       18
<PAGE>   19
         necessary in order to make the statements therein not misleading, or
         that the Prospectus (other than the financial statements, including
         the notes thereto, and supporting schedules or other financial data
         contained therein, as to which such counsel need not comment)
         contained or contains, as of its date or as of the Closing Date, any
         untrue statement of a material fact or omitted or omits, as of such
         dates, to state a material fact necessary in order to make the
         statements therein, in light of the circumstances under which they
         were made, not misleading.

                 In rendering such opinion, such counsel may rely (A) as to
         matters involving the application of laws of any jurisdiction other
         than the State of Colorado, the State of New York or the Federal laws
         of the United States, to the extent they deem proper and specified in
         such opinion, upon the opinion of other counsel of good standing whom
         they believe to be reliable and who are satisfactory to counsel for
         the Underwriters and (B) as to matters of fact, to the extent they
         deem proper, on certificates of responsible officers of the Company
         and public officials.  References to the Prospectus in this paragraph
         (b) include any supplements thereto at the Closing Date.

                 (c)      The Selling Shareholders shall have caused Holme
         Roberts & Owen LLP to have furnished to the Representatives their
         opinion, dated the Closing Date, and addressed to the Representatives,
         to the effect that:

                          (i)     each Selling Shareholder has duly executed
                 and delivered this Agreement, the Custody Agreement and the
                 Power-of-Attorney, the Custody Agreement is valid and binding
                 on the Selling Shareholders and each Selling Shareholder has
                 full legal right and authority to sell, transfer and deliver
                 in the manner provided in this Agreement and the Custody
                 Agreement the Securities being sold by such Selling
                 Shareholder hereunder;

                          (ii)    the delivery by each Selling Shareholder to
                 the several Underwriters of certificates for the Securities
                 being sold hereunder by such Selling Shareholder against
                 payment therefor as provided herein, will pass good and
                 marketable title to such Securities to the several
                 Underwriters, free and clear of all liens, encumbrances,
                 equities and claims whatsoever;

                          (iii)   no consent, approval, authorization, or order
                 of any court or governmental agency or body is required for
                 the consummation by any Selling Shareholder of the
                 transactions contemplated herein, except such as have been
                 obtained under the Act and such as may be required under the
                 blue sky laws of any jurisdiction in connection with the
                 purchase and distribution of the Securities by the
                 Underwriters and such other approvals (specified in such
                 opinion) as have been obtained; and

                          (iv)    neither the sale of the Securities being sold
                 by any Selling Shareholder, nor the consummation by any
                 Selling Shareholder of any other of the transactions herein
                 contemplated nor the fulfillment of the terms hereof by any
                 Selling Shareholder will conflict with, result in a breach or
                 violation of, or





                                       19
<PAGE>   20
                 constitute a default under (A) any law or the terms of any
                 indenture or other agreement or instrument known to such
                 counsel and to which any Selling Shareholder is a party or
                 bound, or any judgment, order or decree known to such counsel
                 to be applicable to any Selling Shareholder of any court,
                 regulatory body, administrative agency, governmental body or
                 arbitrator having jurisdiction over any Selling Shareholder
                 [or (B) in the case of a Selling Shareholder that is a
                 partnership or trust, the partnership agreement, trust
                 agreement or other organizational documents of such Selling
                 Shareholder.]

         In rendering such opinion, such counsel may rely (a) as to matters
         involving the application of laws of any jurisdiction other than the
         State of Colorado, the State of New York or the Federal laws of the
         United States, to the extent they deem proper and specified in such
         opinion, upon the opinion of other counsel of good standing whom they
         believe to be reliable and who are satisfactory to counsel for the
         Underwriters, and (b) as to matters of fact, to the extent they deem
         proper, on certificates of the Selling Shareholders and public
         officials.

                 (d)      The Representatives shall have received from Cleary,
         Gottlieb, Steen and Hamilton, counsel for the Underwriters, such
         opinion or opinions, dated the Closing Date and addressed to the
         Representatives, with respect to the issuance and sale of the
         Securities, the Registration Statement, the Prospectus (together with
         any supplement thereto) and other related matters as the
         Representatives may reasonably require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.

                 (e)      The Company shall have furnished to the
         Representatives a certificate of the Company, signed by the Chairman
         of the Board or the President and the principal financial or
         accounting officer of the Company, dated the Closing Date, to the
         effect that the signers of such certificate have carefully examined
         the Registration Statement, the Prospectus, any supplements to the
         Prospectus and this Agreement and that:

                          (i)     the representations and warranties of the
                 Company in this Agreement are true and correct in all material
                 respects on and as of the Closing Date with the same effect as
                 if made on the Closing Date and the Company has complied with
                 all the agreements and satisfied all the conditions on its
                 part to be performed or satisfied at or prior to the Closing
                 Date;

                          (ii)    no stop order suspending the effectiveness of
                 the Registration Statement has been issued and no proceedings
                 for that purpose have been instituted or, to the Company's
                 knowledge, threatened; and

                          (iii)   since the date of the most recent financial
                 statements included or incorporated by reference in the
                 Prospectus (exclusive of any supplement thereto), there has
                 been no material adverse change in the condition (financial or
                 otherwise), prospects, earnings, business or properties of the
                 Company and its subsidiaries, taken as a whole, whether or not
                 arising from transactions in the





                                       20
<PAGE>   21
                 ordinary course of business, except as set forth in or
                 contemplated in the Prospectus (exclusive of any supplement
                 thereto).

                 (f)      Each Selling Shareholder shall have furnished to the
         Representatives a certificate, signed, in the case of a Selling
         Shareholder that is other than a natural person, by a representative
         of such Selling Shareholder satisfactory to the Representatives and,
         in any other case, by such Selling Shareholder, dated the Closing
         Date, to the effect that the signer of such certificate has carefully
         examined the Registration Statement, the Prospectus, any supplement to
         the Prospectus and this Agreement and that the representations and
         warranties of such Selling Shareholder in this Agreement are true and
         correct in all material respects on and as of the Closing Date to the
         same effect as if made on the Closing Date.

                 (g)      The Company shall have caused KPMG Peat Marwick LLP
         to have furnished to the Representatives, at the Execution Time and at
         the Closing Date, letters, dated respectively as of the Execution Time
         and as of the Closing Date, in form and substance satisfactory to the
         Representatives, confirming that they are independent accountants
         within the meaning of the Act and the Exchange Act and the respective
         applicable published rules and regulations thereunder and that they
         have performed a review of the unaudited interim financial information
         of the Company for the three-month period ended March 31, 1998, and as
         of March 31, 1998 in accordance with Statement on Auditing Standards
         No. 71 and stating in effect that:

                          (i)     in their opinion the audited financial
                 statements and financial statement schedules included or
                 incorporated by reference in the Registration Statement and
                 the Prospectus and reported on by them comply as to form in
                 all material respects with the applicable accounting
                 requirements of the Act and the Exchange Act and the related
                 published rules and regulations;

                          (ii)    on the basis of a reading of the latest
                 unaudited financial statements made available by the Company
                 and its subsidiaries; their limited review, in accordance with
                 standards established under Statement on Auditing Standards
                 No. 71, of the unaudited interim financial information for the
                 three-month period ended March 31, 1998, and as of March 31,
                 1998 , incorporated by reference in the Registration Statement
                 and the Prospectus; carrying out certain specified procedures
                 (but not an examination in accordance with generally accepted
                 auditing standards) which would not necessarily reveal matters
                 of significance with respect to the comments set forth in such
                 letter; a reading of the minutes of the meetings of the
                 Shareholders, the Board of Directors of the Company and its
                 compensation and audit committees, and minutes of the meetings
                 of the shareholders and Boards of Directors of the Company's
                 subsidiaries; and inquiries of certain officials of the
                 Company who have responsibility for financial and accounting
                 matters of the Company and its subsidiaries as to transactions
                 and events subsequent to December 31, 1997, nothing came to
                 their attention which caused them to believe that:





                                       21
<PAGE>   22
                                   (1)     any unaudited financial statements
                                           included or incorporated by
                                           reference in the Registration
                                           Statement and the Prospectus do not
                                           comply as to form in all material
                                           respects with applicable accounting
                                           requirements of the Act and with the
                                           published rules and regulations of
                                           the Commission with respect to
                                           financial statements included or
                                           incorporated by reference in
                                           quarterly reports on Form 10-Q under
                                           the Exchange Act; and said unaudited
                                           financial statements are not in
                                           conformity with generally accepted
                                           accounting principles applied on a
                                           basis substantially consistent with
                                           that of the audited financial
                                           statements included or incorporated
                                           by reference in the Registration
                                           Statement and the Prospectus;

                                   (2)     with respect to the period
                                           subsequent to March 31, 1998, there
                                           were any changes, at a specified
                                           date not more than three days prior
                                           to the date of the letter, in the
                                           long-term debt of the Company and
                                           its subsidiaries or capital stock of
                                           the Company or decreases in the
                                           shareholders' equity of the Company
                                           or decreases in working capital of
                                           the Company and its subsidiaries as
                                           compared with the amounts shown on
                                           the March 31, 1998, consolidated
                                           balance sheet included or
                                           incorporated by reference in the
                                           Registration Statement and the
                                           Prospectus, or for the period from
                                           April 1, 1998 to such specified date
                                           there were any decreases, as
                                           compared with the corresponding
                                           period in the preceding quarter in
                                           net revenues or income before income
                                           taxes or in total or per share
                                           amounts of net income of the Company
                                           and its subsidiaries and operating
                                           income, except in all instances for
                                           changes or decreases set forth in
                                           such letter, in which case the
                                           letter shall be accompanied by an
                                           explanation by the Company as to the
                                           significance thereof unless said
                                           explanation is not deemed necessary
                                           by the Representatives; or

                                   (3)     the information included or
                                           incorporated by reference in the
                                           Registration Statement and
                                           Prospectus in response to Regulation
                                           S-K, Item 301 (Selected Financial
                                           Data), Item 402 (Executive
                                           Compensation), and, to the extent
                                           required to be disclosed, Item 302
                                           (Supplementary Financial
                                           Information) is not in conformity
                                           with the applicable disclosure
                                           requirements of Regulation S-K; and

                          (iii)   they have performed certain other specified
                 procedures as a result of which they determined that certain
                 information of an accounting, financial or





                                       22
<PAGE>   23
                 statistical nature (which is limited to accounting, financial
                 or statistical information derived from the general accounting
                 records of the Company and its subsidiaries) set forth in the
                 Registration Statement and the Prospectus, including the
                 information set forth under the captions "Summary Financial
                 Data," "Capitalization," "Selected Consolidated Financial
                 Data" and "Management's Discussion and Analysis of Financial
                 Conditions and Results of Operations" in the Prospectus, the
                 information included or incorporated from Items 1, 2, 6, 7 and
                 11 of the Company's Annual Report on Form 10-K, incorporated
                 in the Registration Statement and the Prospectus, the
                 information included in the "Management's Discussion and
                 Analysis of Results of Operations and Financial Condition"
                 included or incorporated in the Company's Quarterly Reports on
                 Form 10-Q incorporated in the Registration Statement and the
                 Prospectus and the financial statements included or
                 incorporated in the Form 8-K and Form 8-K/A incorporated in
                 the Registration Statement and the Prospectus, agrees with the
                 accounting records of the Company and its subsidiaries,
                 excluding any questions of legal interpretation.

References to the Prospectus in this paragraph (g) includes any
supplement thereto at the date of the letter.

                 (h)      Subsequent to the Execution Time or, if earlier, the
         dates as of which information is given in the Registration Statement
         (exclusive of any amendment thereof) and the Prospectus (exclusive of
         any supplement thereto), there shall not have been (A) any change or
         decrease specified in the letter or letters referred to in Section
         6(g) hereof or (B) any change, or any development involving a
         prospective change, in or affecting the condition (financial or
         otherwise), earnings, business or properties of the Company and its
         subsidiaries taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth
         in or contemplated in the Prospectus (exclusive of any supplement
         thereto) the effect of which, in any case referred to in clause (A) or
         (B) above, is, in the sole judgment of the Representatives, so
         material and adverse as to make it impractical or inadvisable to
         proceed with the offering or delivery of the Securities as
         contemplated by the Registration Statement (exclusive of any amendment
         thereof) and the Prospectus (exclusive of any supplement thereto).

                 (i)      At the Execution Time, the Company shall have
         furnished to the Representatives a letter substantially in the form of
         Exhibit A hereto from (A) each officer and director of the Company,
         (B) each Selling Shareholder and (C) each other shareholder, in each
         case listed in Schedule V hereto, addressed to the Representatives, in
         which each such person agrees not to offer, sell, contract to sell,
         pledge or otherwise dispose of, or file a registration statement with
         the Commission in respect of, or establish or increase a put
         equivalent position or liquidate or decrease a call equivalent
         position within the meaning of Section 16 of the Exchange Act with
         respect to, any shares of capital stock of the Company or any
         securities convertible into or exercisable or exchangeable for such
         capital stock, or publicly announce an intention to effect any such
         transaction, for a period of 120 days, in each case as specified in
         Schedule V hereto, after





                                       23
<PAGE>   24
         the date of this Agreement, other than (x) any shares of Common Stock
         to be sold hereunder, (y) any option or warrant or the conversion of a
         security outstanding on the date hereof and referred to in the
         Prospectus to which this Agreement relates and (z) other than shares
         of Common Stock disposed of as bona fide gifts approved by Smith
         Barney Inc.

                 (j)      The Securities shall be qualified for inclusion on
         the Nasdaq Stock Market upon issuance, and satisfactory evidence of
         such actions shall have been provided to the Representative.

                 (k)      Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further information,
         certificates and documents as the Representatives may reasonably
         request.

                 If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives.  Notice of such cancellation shall be given to the Company and
each Selling Shareholder in writing or by telephone or facsimile confirmed in
writing.

                 The documents required to be delivered by this Section 6 shall
be delivered at the office of Cleary, Gottlieb, Steen & Hamilton, counsel for
the Underwriters, One Liberty Plaza, New York, New York 10006, on the Closing
Date.

                 7.       Reimbursement of Underwriters' Expenses.  If the sale
of the Securities provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or because
of any refusal, inability or failure on the part of the Company or any Selling
Shareholder to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally through Smith Barney Inc. on demand for
all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities.  If the Company is required to make any
payments to the Underwriters under this Section 7 because of any Selling
Shareholder's refusal, inability or failure to satisfy any condition to the
obligations of the Underwriters set forth in Section 6, the Selling
Shareholders pro rata in proportion to the percentage of Securities to be sold
by each shall reimburse the Company on demand for all amounts so paid.

                 8.       Indemnification and Contribution.

                 (a)      (i)     The Company and the Joint Selling
         Shareholders jointly and severally agree to indemnify and hold
         harmless each Underwriter, the directors, officers,





                                       24
<PAGE>   25
         employees and agents of each Underwriter and each person who controls
         any Underwriter within the meaning of either the Act or the Exchange
         Act against any and all losses, claims, damages or liabilities, joint
         or several, to which they or any of them may become subject under the
         Act, the Exchange Act or other Federal or state statutory law or
         regulation, at common law or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon any untrue statement or alleged untrue
         statement of a material fact contained in the registration statement
         for the registration of the Securities as originally filed or in any
         amendment thereof, or in any Preliminary Prospectus or the Prospectus,
         or in any amendment thereof or supplement thereto, or arise out of or
         are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and agrees to reimburse each such
         indemnified party, as incurred, for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action; provided,
         however, that the Company and the Joint Selling Shareholders will not
         be liable in any such case to the extent that any such loss, claim,
         damage or liability arises out of or is based upon any such untrue
         statement or alleged untrue statement or omission or alleged omission
         made therein in reliance upon and in conformity with written
         information furnished to the Company by or on behalf of any
         Underwriter through the Representatives specifically for inclusion
         therein.  This indemnity agreement will be in addition to any
         liability which the Company or the Joint Selling Shareholders may
         otherwise have.

                 (ii)     Each Several Selling Shareholder severally agrees to
         indemnify and hold harmless the Company, each of its directors, each
         of its officers who signs the Registration Statement, each
         Underwriter, the directors, officers, employees and agents of each
         Underwriter and each person who controls the Company or any
         Underwriter within the meaning of either the Act or the Exchange Act
         to the same extent as the foregoing indemnity from the Company and the
         Joint Selling Shareholders to each Underwriter, but only with
         reference to written information furnished to the Company by or on
         behalf of such Several Selling Shareholder specifically for inclusion
         in the documents referred to in the foregoing indemnity.  This
         indemnity agreement will be in addition to any liability which any
         Several Selling Shareholder may otherwise have.

                 (b)      Each Underwriter severally and not jointly agrees to
         indemnify and hold harmless the Company, each of its directors, each
         of its officers who signs the Registration Statement, and each person
         who controls the Company within the meaning of either the Act or the
         Exchange Act and each Selling Shareholder, to the same extent as the
         foregoing indemnity from the Company to each Underwriter, but only
         with reference to written information relating to such Underwriter
         furnished to the Company by or on behalf of such Underwriter through
         the Representatives specifically for inclusion in the documents
         referred to in the foregoing indemnity.  This indemnity agreement will
         be in addition to any liability which any Underwriter may otherwise
         have.  The Company and each Selling Shareholder acknowledge that the
         statements set forth in the last paragraph of the cover page regarding
         delivery of the Securities, the legend in block capital letters





                                       25
<PAGE>   26
         on page 2 related to stabilization, syndicate covering transactions
         and penalty bids and, under the heading "Underwriting," (A) the
         sentences related to concessions and reallowances and (B) the
         paragraph related to stabilization, syndicate covering transactions
         and penalty bids in any Preliminary Prospectus and the Prospectus
         constitute the only information furnished in writing by or on behalf
         of the several Underwriters for inclusion in any Preliminary
         Prospectus or the Prospectus.

                 (c)      Promptly after receipt by an indemnified party under
         this Section 8 of notice of the commencement of any action, such
         indemnified party will, if a claim in respect thereof is to be made
         against the indemnifying party under this Section 8, notify the
         indemnifying party in writing of the commencement thereof; but the
         failure so to notify the indemnifying party (A) will not relieve it
         from liability under paragraph (a) or (b) above unless and to the
         extent it did not otherwise learn of such action and such failure
         results in the forfeiture by the indemnifying party of substantial
         rights and defenses and (B) will not, in any event, relieve the
         indemnifying party from any obligations to any indemnified party other
         than the indemnification obligation provided in paragraph (a) or (b)
         above.  The indemnifying party shall be entitled to appoint counsel of
         the indemnifying party's choice at the indemnifying party's expense to
         represent the indemnified party in any action for which
         indemnification is sought (in which case the indemnifying party shall
         not thereafter be responsible for the fees and expenses of any
         separate counsel retained by the indemnified party or parties except
         as set forth below);  provided, however, that such counsel shall be
         satisfactory to the indemnified party.  Notwithstanding the
         indemnifying party's election to appoint counsel to represent the
         indemnified party in an action, the indemnified party shall have the
         right to employ separate counsel (including local counsel), and the
         indemnifying party shall bear the reasonable fees, costs and expenses
         of such separate counsel if (A) the use of counsel chosen by the
         indemnifying party to represent the indemnified party would present
         such counsel with a conflict of interest, (B) the actual or potential
         defendants in, or targets of, any such action include both the
         indemnified party and the indemnifying party and the indemnified party
         shall have reasonably concluded that there may be legal defenses
         available to it and/or other indemnified parties which are different
         from or additional to those available to the indemnifying party, (C)
         the indemnifying party shall not have employed counsel satisfactory to
         the indemnified party to represent the indemnified party within a
         reasonable time after notice of the institution of such action or (D)
         the indemnifying party shall authorize the indemnified party to employ
         separate counsel at the expense of the indemnifying party.  An
         indemnifying party will not, without the prior written consent of the
         indemnified parties, settle or compromise or consent to the entry of
         any judgment with respect to any pending or threatened claim, action,
         suit or proceeding in respect of which indemnification or contribution
         may be sought hereunder (whether or not the indemnified parties are
         actual or potential parties to such claim or action) unless such
         settlement, compromise or consent includes an unconditional release of
         each indemnified party from all liability arising out of such claim,
         action, suit or proceeding.

                 (d)      In the event that the indemnity provided in paragraph
         (a) or (b) of this Section 8 is unavailable to or insufficient to hold
         harmless an indemnified party for any





                                       26
<PAGE>   27
         reason, the Company and the Selling Shareholders, jointly and
         severally, and the Underwriters severally agree to contribute to the
         aggregate losses, claims, damages and liabilities (including legal or
         other expenses reasonably incurred in connection with investigating or
         defending same) (collectively "Losses") to which the Company, one or
         more of the Selling Shareholders and one or more of the Underwriters
         may be subject in such proportion as is appropriate to reflect the
         relative benefits received by the Company and the Selling Shareholders
         on the one hand and by the Underwriters on the other from the offering
         of the Securities; provided, however, that in no case shall any
         Underwriter (except as may be provided in any agreement among
         underwriters relating to the offering of the Securities) be
         responsible for any amount in excess of the underwriting discount or
         commission applicable to the Securities purchased by such Underwriter
         hereunder.  If the allocation provided by the immediately preceding
         sentence is unavailable for any reason, the Company and the Selling
         Shareholders, jointly and severally, and the Underwriters severally
         shall contribute in such proportion as is appropriate to reflect not
         only such relative benefits but also the relative fault of the Company
         and the Selling Shareholders on the one hand and of the Underwriters
         on the other in connection with the statements or omissions which
         resulted in such Losses as well as any other relevant equitable
         considerations.  Benefits received by the Company and the Selling
         Shareholders shall be deemed to be equal to the total net proceeds
         from the offering (before deducting expenses) received by them, and
         benefits received by the Underwriters shall be deemed to be equal to
         the total underwriting discounts and commissions, in each case as set
         forth on the cover page of the Prospectus.  Relative fault shall be
         determined by reference to, among other things, whether any untrue or
         any alleged untrue statement of a material fact or the omission or
         alleged omission to state a material fact relates to information
         provided by the Company or the Selling Shareholders on the one hand or
         the Underwriters on the other, the intent of the parties and their
         relative knowledge, access to information and opportunity to correct
         or prevent such untrue statement or omission.  The Company, the
         Selling Shareholders and the Underwriters agree that it would not be
         just and equitable if contribution were determined by pro rata
         allocation or any other method of allocation which does not take
         account of the equitable considerations referred to above.
         Notwithstanding the provisions of this paragraph (d), no person guilty
         of fraudulent misrepresentation (within the meaning of Section 11(f)
         of the Act) shall be entitled to contribution from any person who was
         not guilty of such fraudulent misrepresentation.  For purposes of this
         Section 8, each person who controls an Underwriter within the meaning
         of either the Act or the Exchange Act and each director, officer,
         employee and agent of an Underwriter shall have the same rights to
         contribution as such Underwriter, and each person who controls the
         Company within the meaning of either the Act or the Exchange Act, each
         officer of the Company who shall have signed the Registration
         Statement and each director of the Company shall have the same rights
         to contribution as the Company, subject in each case to the applicable
         terms and conditions of this paragraph (d).

                 (e)      Notwithstanding any other provision of this agreement
         to the contrary:





                                       27
<PAGE>   28
                          (i)     the liability of each Selling Shareholder
                 under such Selling Shareholder's representations and
                 warranties contained in Section 1 hereof and under the
                 indemnity and contribution agreements contained in this
                 Section 8 shall be limited to an amount equal to the initial
                 public offering price of the Securities sold by such Selling
                 Shareholder to the Underwriters;

                          (ii)    none of the Joint Selling Shareholders shall
                 have any liability with respect to the representations and
                 warranties contained in Section 1(a) hereof, except to the
                 extent that an Underwriter, or a director, officer or agent of
                 an Underwriter or any person who controls any Underwriter
                 within the meaning of either the Act or the Exchange Act is
                 unable to satisfy a claim against the Company in respect of a
                 breach or alleged breach of such representations and
                 warranties; none of the Several Selling Shareholders shall
                 have any liability with respect to the representations and
                 warranties contained in Section 1(c), except to the extent
                 that an Underwriter, or a director, officer or agent of an
                 Underwriter or any person who controls any Underwriter is
                 unable to satisfy a claim against the Company in respect of a
                 breach of the representations and warranties of the Company
                 and the Joint Selling Shareholders referred to therein; and

                          (iii)   none of the Selling Shareholders shall have
                 any liability under the indemnity and contribution agreements
                 contained in this Section 8, except to the extent that the
                 indemnification and contribution obligations of the Company
                 provided for in this Section 8 are unavailable or insufficient
                 by reason of a Payment Default to hold an Underwriter, or a
                 director, officer or agent of an Underwriter or any person who
                 controls any Underwriter within the meaning of either the Act
                 or the Exchange Act harmless in respect of any losses, claims,
                 damages or liabilities (or actions in respect thereof)
                 referred to in such sections to which such Underwriter or such
                 other person may be subject;

         provided, however, that nothing in this paragraph (f) shall prohibit
         the Underwriters from joining any Selling Shareholder as a party in
         any claim (including without limitation any counterclaim or
         cross-claim) against the Company for breach of the representations and
         warranties contained in Section 1 hereof or for payment under the
         indemnity and contribution agreements contained in this Section 8.
         The Company and the Selling Shareholders may agree, as among
         themselves and without limiting the rights of the Underwriters under
         this Agreement, as to the respective amounts of such liability for
         which they each shall be responsible.

                 9.       Default by an Underwriter.  If any one or more
Underwriters shall fail to purchase and pay for any of the Securities agreed to
be purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the
amount of Securities set forth opposite their names in Schedule I hereto bears
to the aggregate amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the
event





                                       28
<PAGE>   29
that the aggregate amount of Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule I hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate without liability to
any nondefaulting Underwriter, the Selling Shareholders or the Company.  In the
event of a default by any Underwriter as set forth in this Section 9, the
Closing Date shall be postponed for such period, not exceeding five Business
Days, as the Representatives shall determine in order that the required changes
in the Registration Statement and the Prospectus or in any other documents or
arrangements may be effected.  Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company,
the Selling Shareholders and any nondefaulting Underwriter for damages
occasioned by its default hereunder.

                 10.      Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the Nasdaq National Market or trading in
securities generally on the New York Stock Exchange or the Nasdaq National
Market shall have been suspended or limited or minimum prices shall have been
established on either of such Exchange or National Market, (ii) a banking
moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war,
or other calamity or crisis the effect of which on financial markets is such as
to make it, in the sole judgment of the Representatives, impractical or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Prospectus (exclusive of any supplement thereto).

                 11.      Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers, of each Selling Shareholder and of
the Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter, any Selling Shareholder or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Securities.  The provisions of Sections
7 and 8 hereof shall survive the termination or cancellation of this Agreement.

                 12.      Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to the Salomon Smith Barney General
Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel, Salomon
Smith Barney, at 388 Greenwich Street, New York, New York 10013, Attention:
General Counsel; or, if sent to the Company, will be mailed, delivered or
telefaxed with confirmation to EFTC Corporation (fax no.: (303) 451-8210) and
confirmed to it at EFTC Corporation, 9351 Grant Street, Suite 600, Denver,
Colorado  80229, Attention:  Stuart W. Fuhlendorf, Chief Financial Officer, or
if sent to the Selling Shareholders, will be mailed,





                                       29
<PAGE>   30
delivered or telefaxed with confirmation to Stuart W. Fuhlendorf (fax no.:
(303) 451-8210) and confirmed to them at the addresses set forth in Schedule II
hereto.

                 13.      Successors.  This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors and
the officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.

                 14.      Applicable Law.  This Agreement will be governed by
and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed within the State of New York.

                 15.      Counterparts.  This Agreement may be signed in one or
more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                 16.      Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.

                 17.      Definitions.  The terms which follow, when used in
this Agreement, shall have the meanings indicated.

                 "Act" shall mean the Securities Act of 1933, as amended, and
         the rules and regulations of the Commission promulgated thereunder.

                 "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New
         York City.

                 "Commission" shall mean the Securities and Exchange
         Commission.

                 "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or become
         effective.

                 "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, and the rules and regulations of the Commission
         promulgated thereunder.

                 "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                 "Exercise Securities" shall mean the numbers of shares listed
         on Schedule VI to be issued upon exercise of outstanding options
         listed in Schedule VI and to be delivered by the Exercising
         Shareholders to the several Underwriters on the Closing Date.

                 "Exercising Selling Shareholders" shall mean the Selling
         Shareholders appearing on Schedule VI hereto.





                                       30
<PAGE>   31
                 "Joint Selling Shareholders" shall mean the Selling
         Shareholders other than Robert Child, Brian Tracey and August P.
         Bruehlman.

                 "Payment Default" means the occurrence of each of the
         following events:

                 (1)  the Underwriters have given written notice (in accordance
                 with Section 12 hereof) to the Company of a claim under the
                 indemnification or contribution provisions contained in
                 Section 8 hereof; and

                 (2)  the Company shall have failed to satisfy such claim
                 within 30 days of receipt of such notice.

                 "Preliminary Prospectus" shall mean any preliminary prospectus
         referred to in Section  1(a) above and any preliminary prospectus
         included in the Registration Statement at the Effective Date that
         omits Rule 430A Information.

                 "Prospectus" shall mean the prospectus relating to the
         Securities that is first filed pursuant to Rule 424(b) after the
         Execution Time or, if no filing pursuant to Rule 424(b) is required,
         shall mean the form of final prospectus relating to the Securities
         included in the Registration Statement at the Effective Date.

                 "Registration Statement" shall mean the registration statement
         referred to in Section 1(a) above, including incorporated documents,
         exhibits and financial statements, as amended at the Execution Time
         (or, if not effective at the Execution Time, in the form in which it
         shall become effective) and, in the event any post-effective amendment
         thereto or any Rule 462(b) Registration Statement becomes effective
         prior to the Closing Date, shall also mean such registration statement
         as so amended or such Rule 462(b) Registration Statement, as the case
         may be.  Such term shall include any Rule 430A Information deemed to
         be included therein at the Effective Date as provided by Rule 430A.

                 "Rule 424," "Rule 430A" and "Rule 462" refer to such rules
         under the Act.

                 "Rule 430A Information" shall mean information with respect to
         the Securities and the offering thereof permitted to be omitted from
         the Registration Statement when it becomes effective pursuant to Rule
         430A.

                 "Rule 462(b) Registration Statement" shall mean a registration
         statement and any amendments thereto filed pursuant to Rule 462(b)
         relating to the offering covered by the registration statement
         referred to in Section 1(a) hereof.

                 "Salomon Smith Barney" shall mean Smith Barney Inc. or Salomon
         Brothers Inc, to the extent that either such party is a signatory to
         this Agreement.

                 "Several Selling Shareholders" shall mean the Selling
         Shareholders other than the Joint Shareholders.





                                       31
<PAGE>   32
                 "United States or Canadian Person" shall mean any person who
         is a national or resident of the United States or Canada, any
         corporation, partnership, or other entity created or organized in or
         under the laws of the United States or Canada or of any political
         subdivision thereof, or any estate or trust the income of which is
         subject to United States or Canadian Federal income taxation,
         regardless of its source (other than any non- United States or
         non-Canadian branch of any United States or Canadian Person), and
         shall include any United States or Canadian branch of a person other
         than a United States or Canadian Person.

                 "U.S." or "United States" shall mean the United States of
         America (including the states thereof and the District of Columbia),
         its territories, its possessions and other areas subject to its
         jurisdiction.

                 18.      Canada.  Each of the Underwriters hereby covenants
and agrees that it will not distribute the Securities in such a manner as to
require the filing of a prospectus or similar document (excluding a private
placement offering memorandum) with respect to the Securities under the laws of
any Province or Territory in Canada.





                                       32
<PAGE>   33
                 If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Selling Shareholders and the several Underwriters.

                                       Very truly yours,

                                       EFTC Corporation

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

                                       Robert Monoco
                                       Ray Marshall
                                       Gerald J. Reid
                                       Lucille A. Reid
                                       Lloyd A. McConnell
                                       Charles E. Hewitson
                                       Gregory C. Hewitson
                                       Matthew J. Hewitson
                                       Jack Calderon
                                       August P. Bruehlman
                                       Stuart W. Fuhlendorf
                                       Brent L. Hofmeister

                                       By:                                      
                                          --------------------------------------
                                            Name:
                                            Title:  Attorney-in-Fact
                                                   for each of the Selling
                                                   Shareholders





                                       33
<PAGE>   34
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Smith Barney Inc.
J.C. Bradford & Co.
BancAmerica Robertson Stephens
Needham and Company, Inc.

By:  Smith Barney Inc.

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

For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.



                                       34
<PAGE>   35
                                                                       EXHIBIT A

            Letterhead of officer, director or major shareholder of
                                EFTC Corporation

                                EFTC Corporation
                        Public Offering of Common Stock

                                                                    May __, 1998

Salomon Smith Barney
J.C. Bradford & Co.
BancAmerica Robertson Stephens
Needham and Company, Inc.
As Representatives of the several Underwriters,
c/o Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                 This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement"), between EFTC
Corporation, a Colorado corporation (the "Company"), the Selling Shareholders
(as specified in the Underwriting Agreement) and each of you as representatives
of a group of Underwriters named therein, relating to an underwritten public
offering of Common Stock, $0.01 par value (the "Common Stock"), of the Company.

                 In order to induce you and the other Underwriters to enter
into the Underwriting Agreement, the undersigned will not, without the prior
written consent of Smith Barney Inc., offer, sell, contract to sell, pledge or
otherwise dispose of, or file (or participate in the filing of) a registration
statement with the Securities and Exchange Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder with respect to, any shares of
capital stock of the Company or any securities convertible into or exercisable
or exchangeable for such capital stock, or publicly announce an intention to
effect any such transaction, for a period of 120 days after the date of this
Agreement, other than (i) any shares of Common Stock to be sold pursuant to the
Underwriting Agreement, (ii) any option or warrant or the conversion of a
security outstanding on the date hereof and referred to in the prospectus to
which the Underwriting Agreement relates and (iii) shares of Common Stock
disposed of as bona fide gifts approved by Smith Barney Inc.
<PAGE>   36
                 If for any reason the Underwriting Agreement shall be
terminated prior to the Closing Date (as defined in the Underwriting
Agreement), the agreement set forth above shall likewise be terminated.

                                       Yours very truly,

                                       Signature of officer, director or major
                                       shareholder

                                       Name and address of officer, director or
                                       major shareholder





                                       2
<PAGE>   37
                                                                       EXHIBIT B



                                                   (Name of Selling Stockholder)





                    CUSTODY AGREEMENT AND POWER OF ATTORNEY
                          for Sale of Common Stock of
                                EFTC CORPORATION




Stuart W. Fuhlendorf
August P. Bruehlman
Brent L. Hofmeister
    (each as Attorney-in-Fact as provided hereunder)
c/o


American Securities Transfer & Trust, Inc.
    (as Custodian as provided hereunder)


Ladies and Gentlemen:

                The undersigned (a "Selling Stockholder"; one of the several
"Selling Shareholders" named in the Underwriting Agreement referred to below)
proposes to sell certain shares of common stock, $.01 par value per share (the
"Common Stock"), of EFTC Corporation, a Colorado corporation (the "Company"),
to the Underwriters (the "Underwriters") for whom Smith Barney Inc., J.C.
Bradford & Co., BankAmerica Robertson Stephens and Needham and Company, Inc.
will act as representatives (the "Representatives") for distribution under a
Registration Statement on Form S-3 (the "Registration Statement") to the public
at a price and on terms to be hereafter determined.  It is understood that at
this time there is no commitment on the part of the Underwriters to purchase
any shares of Common Stock and no assurance that an offering of Common Stock
will take place.

         1.    Appointment and Powers of Attorney-in-Fact.

               A.      The undersigned hereby irrevocably constitutes and
appoints Stuart W. Fuhlendorf, August P.  Bruehlman and Brent L. Hofmeister as
the undersigned's agent and attorney-in-fact (each, the "Attorney-in-Fact"),
each with full power and authority to act without the other and with full power
of substitution to each, with respect to all matters arising in connection with
the public offering and sale by the undersigned of the Securities (as defined
in the Underwriting Agreement), including, but not limited to, the power and
authority on behalf of the undersigned to do or cause to be done any of the
following things:
<PAGE>   38
                       (i)  execute and deliver on behalf of the undersigned an
underwriting agreement (the "Underwriting Agreement"), substantially in the
form of the draft dated May __, 1998, delivered to the undersigned herewith,
receipt of which is acknowledged, but with such insertions, changes, additions
(including the price at which the Securities will be initially offered to the
public by the Underwriters and the underwriting discount to be received by the
Underwriters) or deletions as the Attorney-in-Fact, acting in his sole
discretion, shall approve, which approval shall be conclusively evidenced by
his execution of the Underwriting Agreement, including the exercise of all
authority thereunder vested in the undersigned;

                       (ii)  sell, assign, transfer and deliver the Securities
to the Underwriters pursuant to the Underwriting Agreement and deliver to the
Underwriters certificates for the Securities so sold (the price for such shares
to be the price specified in Section 2 of the Underwriting Agreement);

                       (iii) endorse (in blank or otherwise) on behalf of the
undersigned the certificate or certificates for the Securities to be sold by
the undersigned pursuant to the Underwriting Agreement or to execute and
deliver a stock power or powers with respect to such certificates;

                       (iv)  take any and all steps deemed necessary or
desirable by the Attorney-in-Fact in connection with the registration of the
Securities under the Securities Act of 1933, as amended (the "Securities Act"
), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
under the securities or "blue sky" laws of various states and jurisdictions,
including, without limitation, the giving or making of such undertakings,
representations and agreements and the taking of such other steps as the
Attorney-in-Fact may deem necessary or advisable;

                       (v)  instruct the Company and the Custodian, as
hereinafter defined, on all matters pertaining to the sale of the Securities
and delivery of certificates therefor;

                       (vi)  make any assurances, communications and reports
(including in the form of a signed certificate pursuant to Section 6(f). of the
Underwriting Agreement) for and on behalf of the undersigned to the
Underwriters, which may be necessary or advisable for facilitating the sale of
the Securities, or to appropriate state or governmental authorities, which may
be necessary or advisable for effecting the registration of the Securities
under the state securities or blue sky laws;

                       (vii)  provide, in accordance with the Underwriting
Agreement, for the payment of certain expenses of the offering and sale of the
Common Stock covered by the Registration Statement;

                       (viii)  to exercise any power conferred upon, and to
take any action authorized to be taken by, the undersigned pursuant to the
Underwriting Agreement, in the sole discretion of the Attorney-in-Fact;





                                       2
<PAGE>   39
                       (ix)  certify on behalf of the undersigned to any
transfer agent or registrar such instruction and such assurance of the
genuineness of any document as may be reasonably required in connection with
the consummation of the proposed sale of the Option Securities; and

                       (x)  otherwise take all actions and do all things
necessary or proper, required, contemplated or deemed advisable or desirable by
the Attorney-in-Fact in his discretion, including the execution and delivery of
any documents, and generally act for and in the name of the undersigned with
respect to the sale of the Option Securities to the Underwriters and the
reoffering of the Option Securities by the Underwriters as fully as could the
undersigned if then personally present and acting.

                B.  Each Attorney-in-Fact may act alone in exercising the
rights and powers conferred on the Attorney- in-Fact by this Custody Agreement
and Power of Attorney (the "Agreement").  Each Attorney-in-Fact is hereby
empowered to determine individually, in his sole and absolute discretion, the
time or times when, the purposes for which, and the manner in which, any power
herein conferred upon the Attorney-in-Fact shall be exercised.

                C.  The Custodian (as defined below), the Underwriters, the
Company and all other persons dealing with the Attorney-in-Fact as such may
rely and act upon any writing believed in good faith to be signed by the
Attorney-in-Fact.

                D.  The Attorney-in-Fact shall not receive any compensation for
his services rendered hereunder, except that he shall be entitled to cause the
Custodian to pay, from the proceeds payable to the undersigned, the
undersigned's proportionate share of any out-of-pocket expenses incurred under
this Agreement.

         2.    Appointment of Custodian; Deposit of Shares.

               A.  In connection with and to facilitate the sale of the
Securities to the Underwriters, the undersigned hereby appoints American
Securities Transfer & Trust, Inc. as custodian (the "Custodian") and herewith
deposits with the Custodian one or more certificates for Common Stock that in
the aggregate represent not less than the excess, if any, of (a) the total
number of Securities to be sold by the undersigned to the Underwriters, the
number of such securities being set forth on Schedule II to the Underwriting
Agreement over (b) the total number of Securities to be delivered by the
Company to the Custodian pursuant to the Irrevocable Instructions (as defined
below).  Each such certificate so deposited on the date hereof is in negotiable
and proper deliverable form, endorsed in blank with the signature of the
undersigned or the Attorney-in-Fact thereon guaranteed by a commercial bank or
trust company in the United States or by a member firm of the New York Stock
Exchange, or is accompanied by a duly executed stock power or powers in blank,
bearing the signature of the undersigned or the Attorney-in-Fact so guaranteed.
The undersigned irrevocably exercises, effective at the Execution Time (as
defined in the Underwriting Agreement), the option to purchase the Exercise
Securities (as defined in the Underwriting Agreement) and will deliver
irrevocable instructions to the Company directing the Company, upon
effectiveness of the undersigned's election, to promptly issue the
undersigned's Exercise Securities and deposit the same with the Custodian





                                       3
<PAGE>   40
(the "Irrevocable Instructions").  Each such certificate to be deposited by the
Company pursuant to the Irrevocable Instructions will be, at the time of
deposit with the Custodian, in negotiable and proper deliverable form, endorsed
in blank with the signature of the undersigned or the Attorney-in-Fact thereon
guaranteed by a commercial bank or trust company in the United States or by a
member firm of the New York Stock Exchange, or will be accompanied by a duly
executed stock power or powers in blank, bearing the signature of the
undersigned or the Attorney-in-Fact so guaranteed.  Upon reasonable request of
the Custodian, the undersigned agrees to furnish, or cause to be furnished, any
other documentation reasonably necessary to assure the sale and transfer of
deposited Securities to the Underwriters pursuant to the Underwriting
Agreement.  The Custodian is hereby authorized and directed, subject to the
instructions of the Attorney-in-Fact, (a) to hold in custody the certificate or
certificates deposited herewith (or deposited hereafter by the Company pursuant
to the Irrevocable Instructions), (b) to deliver (or to authorize the Company's
transfer agent to deliver) the certificate or certificates deposited hereunder
(or deposited hereafter by the Company pursuant to the Irrevocable
Instructions) (or replacement certificate(s) for the Securities) to or at the
direction of the Attorney-in-Fact in accordance with the terms of the
Underwriting Agreement and (c) to return (or cause the Company's transfer agent
to return) to the undersigned new certificate(s) for the shares of Common Stock
represented by any certificate deposited hereunder (or deposited hereafter by
the Company pursuant to the Irrevocable Instructions) which are not sold
pursuant to the Underwriting Agreement.  The Custodian shall be entitled to
customary compensation for the services to be rendered hereunder as set forth
in Schedule II attached hereto.  Such compensation shall be paid to the
Custodian by the Company.

                B.  Until the Securities have been delivered to the
Underwriters against payment therefor in accordance with the Underwriting
Agreement, the undersigned shall retain all rights of ownership with respect to
the Securities deposited hereunder, including the right to vote and to receive
all dividends and payment thereon, except the right to retain custody of or
dispose of such Securities, which right is subject to this Agreement, a lock-up
agreement among the undersigned and the Underwriters, the Irrevocable
Instructions and the Underwriting Agreement.

         3.    Sale of Shares; Remitting Net Proceeds.

               A.  The Attorney-in-Fact is hereby authorized and directed to
deliver or cause the Custodian or the Company's transfer agent to deliver
certificates for the Securities to the Representatives, as provided in the
Underwriting Agreement, against delivery to the Attorney-in-Fact for the
accounts of the undersigned of the purchase price of the Securities (or, in the
case of the delivery of the Exercise Securities, the excess, if any, of the
aggregate purchase price of the Exercise Securities being sold by the
undersigned over the aggregate exercise price of the related options listed in
Schedule VI to the Underwriting Agreement), at the time and in the funds
specified in the Underwriting Agreement.  The Attorney-in-Fact is authorized,
on behalf of the undersigned, to accept and acknowledge receipt of the payment
of the purchase price for the Securities (or, in the case of Exercise
Securities, the excess, if any, of the aggregate purchase price of the Exercise
Securities being sold by the undersigned over the aggregate exercise price of
the related options listed in Schedule VI to the Underwriting Agreement) and
shall promptly deposit such proceeds with the Custodian.  After reserving an
amount of such proceeds as





                                       4
<PAGE>   41
provided below, the Custodian shall promptly remit to the undersigned the
undersigned's proportionate share of the proceeds.

               B.  Before any proceeds of the sale of the Securities are
remitted to the undersigned, the Attorney-in-Fact is authorized and empowered
to direct the Custodian to reserve from the proceeds an amount determined by
the Attorney-in-Fact to be sufficient to pay the expenses of the Selling
Stockholder, including those items of expense of the offering and sale of the
Common Stock to be borne by it as provided in the Underwriting Agreement.  The
Custodian is authorized to pay such amount to discharge in full such expenses
from the amount reserved for that purpose pursuant to the written direction of
the Attorney-in-Fact.  After payment of expenses from this reserve, the
Custodian will remit to the undersigned any balance.  To the extent expenses
exceed the amount reserved, the Selling Stockholder shall remain liable for
such expenses.  In no event will the Custodian be liable for any payments in
excess of the proceeds from the sale of the Securities.

        4.     Representations, Warranties and Agreements.  The undersigned
represents and warrants to, and agrees with, the Company, the Attorney-in-Fact,
the Custodian, and the Underwriters as follows:

               A.  The undersigned has full legal right, capacity, power and
authority to enter into and perform this Agreement and the Underwriting
Agreement and to give the Irrevocable Instructions, and to sell, transfer,
assign and deliver the Securities to be sold by it pursuant to the Underwriting
Agreement, free and clear of all liens, encumbrances, equities and claims
whatsoever.  If the undersigned is acting as a fiduciary, officer, partner, or
agent of a Selling Stockholder, the undersigned is enclosing with this
Agreement certified copies of the appropriate instruments pursuant to which the
undersigned is authorized to act hereunder.

               B.  The undersigned has reviewed the representations and
warranties to be made by the undersigned as a Selling Stockholder contained in
the Underwriting Agreement, and hereby represents, warrants and covenants that
each of such representations and warranties is true and correct as of the date
hereof and, except as the undersigned shall have notified the Attorney-in-Fact
and Smith Barney Inc. pursuant to paragraph F of the attached instructions,
will be true and correct at all times from the date hereof through and
including the time of the closing of the sale of the Securities to the
Underwriters pursuant to the exercise by the Underwriters of the over-allotment
option described in the Underwriting Agreement.  The undersigned will promptly
notify the Attorney-in-Fact of any development that would make any such
representation or warranty untrue.

               C.  The undersigned has no reason to believe that the
representations and warranties of the Company contained in the Underwriting
Agreement are not true and correct, is familiar with the Registration Statement
and has no knowledge of any material fact, condition or information not
disclosed in the Prospectus or any supplement thereto which has adversely
affected or may adversely affect the business of the Company or any of its
subsidiaries; and the sale of the Securities by the Selling Stockholder
pursuant to the Underwriting Agreement is not





                                       5
<PAGE>   42
prompted by any information concerning the Company or any of its subsidiaries
that is not set forth in the Prospectus or any supplement thereto.

               D.  The undersigned is not directly or indirectly an affiliate
of or associated with any member of the National Association of Securities
Dealers, Inc.

               E.  Upon execution and delivery of the Underwriting Agreement by
the undersigned, the undersigned agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration
Statement, each Underwriter and each person who controls the Company or any
Underwriter, and to contribute to amounts paid as a result of losses, claims,
damages, liabilities and expenses, as provided in Section 8 of the Underwriting
Agreement.

               F.  Upon execution and delivery of the Underwriting Agreement by
the undersigned, (or the Attorney-in-Fact), the undersigned agrees that it
will be bound by, and will perform each of the covenants and agreements made by
the undersigned as a Selling Stockholder in the Underwriting Agreement.

               G.  The undersigned agrees to deliver to the Attorney-in-Fact
such documentation as the Attorney-in-Fact, the Company or the Underwriters or
any of their respective counsel may reasonably request in order to effectuate
any of the provisions hereof or of the Underwriting Agreement, all of the
foregoing to be in form and substance satisfactory in all respects to the
requesting party.

The foregoing representations, warranties and agreements are made for the
benefit of, and may be relied upon by, the Attorney-in-Fact, the Company, the
Custodian, the Underwriters and their respective representatives, agents and
counsel and are in addition to, and not in limitation of, the representations,
warranties and agreements of the Selling Stockholder in the Underwriting
Agreement.

        5.     Irrevocability of Instruments; Termination of this Agreement.

               A.  This Agreement, the deposit of the Securities pursuant
hereto and all authority hereby conferred, is granted, made and conferred
subject to and in consideration of (i) the interests of the Attorney-in-Fact,
the Underwriters and the Company in and for the purpose of completing the
transactions contemplated hereunder and by the Irrevocable Instructions and the
Underwriting Agreement and (ii) the completion of the registration of Common
Stock pursuant to the Registration Statement and the other acts of the
above-mentioned parties from the date hereof to and including the execution and
delivery of the Underwriting Agreement in anticipation of the sale of Common
Stock, including the Securities, to the Underwriters; and the Attorney-in-Fact
is hereby further vested with an estate, right, title and interest in and to
the Securities deposited herewith for the purpose of irrevocably empowering and
securing to him authority sufficient to consummate said transactions.
Accordingly, this Agreement shall be irrevocable prior to the Closing Date (as
defined in the Underwriting Agreement), and shall remain in full force and
effect until that date.  The undersigned further agrees that this Agreement
shall not be





                                       6
<PAGE>   43
terminated by operation of law or upon the occurrence of any event whatsoever,
including the death, disability or incompetence of any of the undersigned; or
if this Agreement is executed on behalf of a trust, corporation, partnership or
other entity, it shall not be terminated by liquidation, dissolution,
winding-up, or any other event affecting the legal life of such entity, or by
the occurrence of any other event or events.  If any event referred to in the
preceding sentence shall occur, whether with or without notice thereof to the
Attorney-in-Fact, the Company, the Custodian, the Underwriters or any other
person, the Attorney-in-Fact and the Custodian shall nevertheless be authorized
and empowered to deliver and deal with the Securities deposited under the
Agreement by the undersigned in accordance with the terms and provisions of the
Underwriting Agreement and this Agreement as if such event had not occurred.

               B.  If the sale of the Securities contemplated by this Agreement
is not completed by the 30th day after the date of the Prospectus, this
Agreement shall terminate (without affecting any lawful action of the
Attorney-in-Fact or the Custodian prior to such termination or the agreement
hereunder of the undersigned to indemnify the Attorney-in- Fact and the
Custodian), and the Attorney-in-Fact shall cause the Custodian to return to the
undersigned all certificates for the Securities deposited hereunder, but only
after having received payment of any expenses to be paid or borne by the
Selling Stockholder.  The undersigned hereby covenants with the
Attorney-in-Fact that if for any reason the sale of the Securities contemplated
hereby shall not be consummated, the undersigned shall pay all expenses payable
by such Selling Stockholder hereunder or under the Underwriting Agreement.

        6.  Liability and Indemnification of the Attorney-in-Fact and
Custodian.  The Attorney-in-Fact and the Custodian assume no responsibility or
liability to the undersigned or to any other person, other than to deal with
the Securities, the proceeds from the sale of the Securities and any other
shares of Common Stock deposited with the Custodian pursuant to the terms of
this Agreement in accordance with the provisions hereof.  The duties and
obligations of the Custodian shall be limited to and determined solely by the
express provisions of this Agreement, and no implied duties or obligations
shall be read into this Agreement against the Custodian.  The undersigned
hereby agrees to indemnify and hold harmless the Attorney-in-Fact and the
Custodian, and their respective officers, agents, successors, assigns and
personal representatives with respect to any act or omission of or by any of
them in good faith in connection with any and all matters within the scope of
this Agreement or the Underwriting Agreement;  provided, however, that the
Attorney- in-Fact and the Custodian may be liable to the undersigned for any
such act or omission to the extent attributable to gross negligence or fraud.
The Custodian may consult with counsel of its own choice and shall have full
and complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such counsel.

        7.  Interpretation.

               A.  The representations, warranties and agreements of the
undersigned contained herein and in the Underwriting Agreement shall survive
the sale and delivery of the Securities and the termination of this Agreement.





                                       7
<PAGE>   44
               B.  The validity, enforceability, interpretation and
construction of this Agreement shall be determined in accordance with the laws
of the State of New York applicable to contracts made and to be performed
within the State of New York, and this Agreement shall inure to the benefit of,
and be binding upon, the undersigned and the undersigned's heirs, executors,
administrators, successors and assigns, as the case may be.

               C.  Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any such provision shall be prohibited by or invalid under applicable
law, it shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

               D.  The use of the masculine gender in this Agreement includes
the feminine and neuter, and the use of the singular includes the plural,
wherever appropriate.

               E.  This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall constitute an
original and all together shall constitute one instrument.

               F.  This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by and against, the respective successors, heirs,
personal representatives and assigns of the parties hereto.





                                       8
<PAGE>   45
        IN WITNESS WHEREOF, the undersigned has executed this Custody Agreement
and Power of Attorney this ___ day of May, 1998.

Selling Stockholder                    Guaranteed by:*

                                                                                
----------------------------------     -----------------------------------------
Name:                                  Name:


(Please sign exactly as your
Stockholder name appear on your
stock certificate(s).)

Name and address to which notices
and funds shall be sent.


                                  
----------------------------------
(NAME)


                                  
----------------------------------
(STREET)


                                  
----------------------------------
(CITY)       (STATE)         (ZIP)


*(NOTE: The signature of the Selling Stockholder must be guaranteed by a
commercial bank or trust company in the United States or by a member of the New
York Stock Exchange.)


ACCEPTED by the Attorney-in-Fact       ACCEPTED by the Custodian
as of the date above set forth:        as of the date above set forth:


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


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


                         SEE THE ATTACHED INSTRUCTIONS
<PAGE>   46
                                  INSTRUCTIONS

          (For completing the Custody Agreement and Power of Attorney)

        A.  You have been sent five copies of the Custody Agreement and Power
of Attorney (the "Agreement"). Please complete and return four copies of the
Agreement and stock certificate(s) as set forth in paragraph D below.  A fully
executed copy of the Agreement will be returned to you; a fully executed copy
of the Agreement and your stock certificate(s) will be retained by the
Custodian; and a fully executed copy of the Agreement will be delivered to the
Attorney-in-Fact and to counsel for the Underwriters.

        B.  Complete Schedule I attached hereto.

        C.  Unless such stock certificate(s) are endorsed or the stock power(s)
attached thereto are executed by the Attorney-in-Fact as provided in the
Agreement, each stock certificate or stock power deposited hereunder must be
executed by you with your signature on the stock certificate(s) or the
accompanying stock power(s) guaranteed by a commercial bank or trust company in
the United States or by any member of the New York Stock Exchange.  Please sign
the stock certificate(s) or stock power(s) and the Agreement exactly as your
name appears on your stock certificate(s).

        D.  Endorsed stock certificate(s) or stock certificate(s) with stock
powers attached along with all four executed copies of the completed Agreement
should be promptly returned by you (or the Attorney-in-Fact as provided in the
Agreement) by hand delivery or by certified mail appropriately insured to:

                 American Securities Transfer & Trust, Inc.
                 1825 Lawrence Street, Suite 444
                 Denver, CO  80202
                 Attn:  Margo Ankele

If sent through the mail, it is recommended that the certificate(s) not be
endorsed, but an executed stock power be sent under separate cover from the
certificate(s).

        E.  If any certificate that you submit represents a greater number of
Securities than the aggregate number of Securities that you agree to sell
pursuant to the Underwriting Agreement, the Custodian will cause to be
delivered to you in due course, but not earlier than ten days after the final
closing for the purchase of Securities by the Underwriters pursuant to the
exercise by the Underwriters of the over-allotment option described in the
Underwriting Agreement, a certificate for the excess number of shares.

        F.  For purposes of discharging your obligations under Section 6(f) of
the Underwriting Agreement and Section 4B of the Custody Agreement and Power of
Attorney please contact Manny Cofresi of Smith Barney Inc. by phone at (212)
816-7525 or by facsimile at (212) 816-4942 if any information or
representation included in the foregoing Agreement or the
<PAGE>   47
Underwriting Agreement should change, or if you become aware of any new
information, at any time prior to termination of the period applicable to you
referred to in Section 6(i) of the Underwriting Agreement.





                                       2
<PAGE>   48
                         (Name of Selling Stockholder)
                                                      ------------------------




                                   SCHEDULE I


                  Certificate(s) for Shares of Common Stock of

                                EFTC CORPORATION

                              deposited under the
                    Custody Agreement and Power of Attorney
          and by the Company pursuant to the Irrevocable Instructions


<TABLE>
<CAPTION>
                                              Number of Shares of    Number of Shares of
                                              Common Stock           Common Stock
                        Number of Shares of   Deposited under the    Deposited by the       Number of Shares of
                        Common Stock          Custody Agreement      Company Pursuant to    Common Stock from
                        Represented by        and Power of           the Irrevocable        This Certificate To
 Certificate Number     Certificate           Attorney               Instructions           Be Sold
 ------------------     -------------------   -------------------    -------------------    -------------------
<S>                     <C>                   <C>                    <C>                    <C>

</TABLE>





*If fewer than all shares represented by a certificate are to be sold, indicate
below, if desired for income tax purposes, the date of purchase or purchase
price of the particular shares to be sold.
<PAGE>   49
                                  SCHEDULE II


                               Fees of Custodian


<TABLE>
<S>                                               <C>
Custodial Fees  . . . . . . . . . . . . . . . .               $2,000
Selling Stockholder Processing Fees . . . . . .    $10 per Selling Stockholder
Wire Transfer Fees  . . . . . . . . . . . . . .          $10 per transfer
Check Payment Fees  . . . . . . . . . . . . . .   $25 ($15 for Federal Express;
                                                     $10 for check issuance)
</TABLE>





                                       2
<PAGE>   50
                                                                       EXHIBIT C



                    Irrevocable Stock Option Exercise Notice



EFTC Corporation
9351 Grant Street
Denver, CO  80229

Salomon Smith Barney
J.C. Bradford & Co.
BankAmerica Robertson Stephens
Needham and Company, Inc.
As Representatives of the several Underwriters
under the Underwriting Agreement,
c/o Smith Barney, Inc.
388 Greenwich Street
New York, NY  10013

                 With respect to the options described on Exhibit A hereto, the
undersigned hereby irrevocably exercises, effective at such time (if any) as
the Underwriting Agreement mentioned below is executed and delivered by the
undersigned, the company and the Underwriters named therein the option to
purchase an aggregate number of shares of EFTC Corporation ("EFTC") common
stock, $0.01 par value, equal to the number of options set forth in Exhibit A
hereto.  Further, the undersigned irrevocably instructs EFTC, upon
effectiveness of the undersigned's election, to promptly issue such shares and
to deliver such shares to American Securities Transfer & Trust, Inc. ("AST"),
acting as Custodian pursuant to the Custody Agreement and Power of Attorney
between AST and the undersigned (the "Custody Agreement").  Such shares shall
be held by AST, as Custodian, pursuant to the Custody Agreement.  I hereby
irrevocably authorize the Underwriters at the Closing Date (as defined in the
Underwriting Agreement) to tender payment to EFTC, from the proceeds from the
sale of such shares, in an amount equal to the exercise price of these options
and all applicable taxes due.  I hereby acknowledge that the Underwriters have
an interest in the exercise of these options and delivery of the shares issued
thereunder to AST, acting as Custodian, and are relying on such exercise and
this instruction for delivery in executing the Underwriting Agreement dated May
__, 1998 between EFTC, the Selling Shareholders named therein and the
Underwriters.
<PAGE>   51
Date:    May __, 1998


                                                                                
                                       -----------------------------------------
                                       Signature

                                       Please print:

                                                                                
                                       -----------------------------------------
                                       Name

                                                                                
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
                                                                                
                                       -----------------------------------------
                                       Address


                                                                                
                                       -----------------------------------------
                                       Social Security Number




                                       2
<PAGE>   52
Exhibit A


<TABLE>
<CAPTION>
Date of Grant       Type of Grant        Number of Shares       Exercise Price
-------------       -------------        ----------------       --------------
<S>                 <C>                  <C>                    <C>
</TABLE>




                                       3