<PAGE>
                                                                     EXHIBIT 1.1



                                   EXHIBIT 1.1




                                6,000,000 Shares



                             SOLA International Inc.



                                  Common Stock
                                ($0.01 Par Value)


                             UNDERWRITING AGREEMENT

November 18, 2003


<PAGE>


                                                                     EXHIBIT 1.1


                             UNDERWRITING AGREEMENT

                                                               November 18, 2003

UBS Securities LLC
J.P. Morgan Securities Inc.
Robert W. Baird & Co. Incorporated
First Albany Capital Inc.
as Managing Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171-0026
and
J.P. Morgan Securities Inc.
277 Park Avenue
New York, NY 10172

Ladies and Gentlemen:

            SOLA International Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule A annexed
hereto (the "Underwriters"), for whom UBS Securities LLC ("UBS") and J.P. Morgan
Securities Inc. ("J.P. Morgan") are acting as representatives (the
"Representatives"), an aggregate of 6,000,000 shares (the "Firm Shares") of
Common Stock, $0.01 par value (the "Common Stock"), of the Company. In addition,
solely for the purpose of covering over-allotments, the Company proposes to
grant to the Underwriters the option to purchase from the Company up to an
additional 900,000 shares of Common Stock (the "Additional Shares"). The Firm
Shares and the Additional Shares are hereinafter collectively sometimes referred
to as the "Shares." The Shares are described in the Prospectus which is referred
to below.

            The Company has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "Act"), with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (File No. 333-109383)
including a prospectus, relating to the Shares, which incorporates by reference
documents which the Company has filed or will file in accordance with the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (collectively, the "Exchange Act"). The Company has
prepared a prospectus supplement (the "Prospectus Supplement") to the prospectus
included in the registration statement referred to above setting forth the terms
of the offering, sale and plan of distribution of the Shares and additional
information concerning the Company and its business. The Company has furnished
to you, for use by the Underwriters and by dealers, copies of one or more
preliminary prospectuses, containing the prospectus included in the registration
statement, as supplemented by a Prospectus Supplement relating to the Shares,
and the documents incorporated by reference therein (each such


<PAGE>
                                      -2-


preliminary prospectus, including the documents incorporated therein by
reference, being herein called a "Preliminary Prospectus") relating to the
Shares. Except where the context otherwise requires, the registration statement
referred to above, as amended when it became or becomes effective, including all
documents filed as a part thereof or incorporated by reference therein, and
including any information contained in a prospectus subsequently filed with the
Commission pursuant to Rule 424(b) under the Act and deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430(A)
under the Act and also including any registration statement filed pursuant to
Rule 462(b) under the Act, is herein called the "Registration Statement," and
the prospectus included in the Registration Statement, including all documents
incorporated therein by reference, as supplemented by the final Prospectus
Supplement relating to the Shares, in the form filed by the Company with the
Commission pursuant to Rule 424(b) under the Act on or before the second
business day after the date hereof (or such earlier time as may be required
under the Act), is herein called the "Prospectus". Any reference herein to the
terms "amend", "amendment", or "supplement" with respect to the Registration
Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer
to and include the filing after the execution hereof of any document with the
Commission deemed to be incorporated by reference therein. For purposes of this
Agreement, all references to the Registration Statement or Prospectus or to any
amendment or supplement thereto shall be deemed to include any copy thereof
filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval System ("EDGAR"). As used herein, "business day" shall mean a day
on which the New York Stock Exchange is open for trading.

            The Company and the Underwriters agree as follows:

            1. Sale and Purchase. Upon the basis of the representations and
warranties and subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the respective Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule A attached hereto, subject to adjustment in accordance with Section 8
hereof, in each case at a purchase price of $ 16.515625 per Share. The Company
is advised by you that the Underwriters intend (i) to make a public offering of
their respective portions of the Firm Shares as soon after the effective date of
the Registration Statement as in your judgment is advisable and (ii) initially
to offer the Firm Shares upon the terms set forth in the Prospectus. You may
from time to time increase or decrease the public offering price after the
initial public offering to such extent as you may determine.

            In addition, the Company hereby grants to the several Underwriters
the option to purchase, and upon the basis of the representations and warranties
and subject to the terms and conditions herein set forth, the Underwriters shall
have the right to purchase, severally and not jointly, from the Company, ratably
in accordance with the number of Firm Shares to be purchased by each of them,
all or a portion of the Additional Shares as may be necessary to cover
over-allotments made in connection with the offering of the Firm Shares, at the
same purchase price per share to be paid by the Underwriters to the Company for
the Firm Shares. This option

<PAGE>
                                      -3-


may be exercised by the Representatives on behalf of the several Underwriters at
any time, or from time to time on or before the thirtieth day following the date
hereof, by written notice to the Company. Such notice shall set forth the
aggregate number of Additional Shares as to which the option is being exercised,
and the date and time when the Additional Shares are to be delivered (such date
and time being herein referred to as the "additional time of purchase");
provided, however, that the additional time of purchase shall not be earlier
than the time of purchase (as defined below) nor earlier than the second
business day after the date on which the option shall have been exercised nor
later than the tenth business day after the date on which the option shall have
been exercised. The number of Additional Shares to be sold to each Underwriter
shall be the number which bears the same proportion to the aggregate number of
Additional Shares being purchased as the number of Firm Shares set forth
opposite the name of such Underwriter on Schedule A hereto bears to the total
number of Firm Shares (subject, in each case, to such adjustment as you may
determine to eliminate fractional shares), subject to adjustment in accordance
with Section 8 hereof.

            2. Payment and Delivery. Payment of the purchase price for the Firm
Shares shall be made to the Company by Federal Funds wire transfer, against
delivery of the certificates for the Firm Shares to you through the facilities
of The Depository Trust Company ("DTC") for the respective accounts of the
Underwriters. Such payment and delivery shall be made at 10:00 a.m., New York
City time, on November 24, 2003 (unless another time shall be agreed to by you
and the Company or unless postponed in accordance with the provisions of Section
8 hereof). The time at which such payment and delivery are to be made is
hereinafter sometimes called "the time of purchase." Electronic transfer of the
Firm Shares shall be made to you at the time of purchase in such names and in
such denominations as you shall specify.

            Payment of the purchase price for the Additional Shares shall be
made at the additional time of purchase in the same manner and at the same
office as the payment for the Firm Shares. Electronic transfer of the Additional
Shares shall be made to you at the additional time of purchase in such names and
in such denominations as you shall specify.

            Deliveries of the documents described in Section 6 hereof with
respect to the purchase of the Shares shall be made at the offices of Cahill
Gordon & Reindel llp at 80 Pine Street, New York, NY 10005, at 9:00 a.m., New
York City time, on the date of the closing of the purchase of the Firm Shares or
the Additional Shares, as the case may be.

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

            (a) the Company and the transactions contemplated by this Agreement
      meet the requirements and conditions for using a registration statement on
      Form S-3 under the Act. The Registration Statement has been filed with the
      Commission and has been declared effective under the Act. The Registration
      Statement meets the requirements set forth in Rule 415(a)(1)(x) under the
      Act and complies in all material respects with such Rule. The Company has
      not received, and has no notice of, any order of the Commission

<PAGE>
                                      -4-


      preventing or suspending the use of the Registration Statement, or
      threatening or instituting proceedings for that purpose;

            (b) a Preliminary Prospectus, including a preliminary Prospectus
      Supplement, has been prepared and filed pursuant to Rule 424(b) of the
      Act. Such Preliminary Prospectus, at the time of filing thereof, conformed
      in all material respects to the requirements of the Act, and did not
      include an untrue statement of material fact or omit 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; provided,
      however, the foregoing shall not apply to statements in, or omissions
      from, such Preliminary Prospectus in reliance on, and in conformity with,
      written information concerning the Underwriters that was furnished in
      writing to the Company by or on behalf of the Representatives, on behalf
      of the several Underwriters, expressly for inclusion in the preparation
      thereof;

            (c) the Prospectus, including a final Prospectus Supplement, has
      been or will be prepared and will be filed pursuant to Rule 424(b) of the
      Act on or before the second business day following the date of this
      Agreement (or such earlier time as may be required under the Act). Each
      part of the Registration Statement (other than the documents incorporated
      by reference therein, which are the subject of Section 3(d)), when such
      part became or becomes effective or was or is filed with the Commission,
      and the Prospectus and any amendment or supplement thereto, on the date of
      filing thereof with the Commission and at the time of purchase and, if
      applicable, at the additional time of purchase, conformed or will conform
      in all material respects with the requirements of the Act. Each part of
      the Registration Statement (other than the documents incorporated by
      reference therein, which are the subject of Section 3(d)), when such part
      became or becomes effective or was or is filed with the Commission, did
      not or will not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading. The Prospectus and any amendment or
      supplement thereto, on the date of filing thereof with the Commission
      pursuant to Rule 424(b) and at the time of purchase and, if applicable, at
      the additional time of purchase, did not or will not include an 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
      foregoing shall not apply to statements in, or omissions from, any such
      document in reliance upon, and in conformity with, written information
      concerning the Underwriters that was furnished in writing to the Company
      by or on behalf of the Representatives, on behalf of the several
      Underwriters, expressly for inclusion in the preparation thereof;

            (d) the documents incorporated by reference in the Registration
      Statement, any Preliminary Prospectus and the Prospectus or any amendment
      or supplement thereto, when they became or become effective under the Act
      or were or are filed with the Commission under the Act or the Exchange
      Act, as the case may be, conformed or will conform in all material
      respects with the requirements of the Act and Exchange Act, as ap-

<PAGE>
                                      -5-


      plicable, and none of such documents contained or contain an untrue
      statement of material fact or omit or omitted to state a material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading;

            (e) as many copies as are reasonably requested of the Registration
      Statement, any Preliminary Prospectus and the Prospectus, any such
      amendments or supplements and all documents incorporated by reference
      therein that were filed with the Commission on or prior to the date of
      this Agreement (including one fully executed copy of the Registration
      Statement and of each amendment thereto for the Underwriters) have been
      delivered to the Underwriters and their counsel. The Company has not
      distributed any offering material in connection with the offering or sale
      of the Shares other than the Registration Statement, the Preliminary
      Prospectus referred to in paragraph (b) above, the Prospectus or any other
      materials, if any, permitted by the Act;

            (f) as of the date of this Agreement, the Company has an authorized
      and outstanding capitalization as set forth in the section of the
      Registration Statement and the Prospectus entitled "Capitalization" and,
      as of the time of purchase and the additional time of purchase, as the
      case may be, the Company shall have an authorized and outstanding
      capitalization as set forth in the section of the Registration Statement
      and the Prospectus entitled "Capitalization" (subject, in each case, to
      the issuance of shares of Common Stock upon exercise of stock options and
      warrants disclosed as outstanding in the Registration Statement and the
      Prospectus and grant of options under existing stock option plans
      described in the Registration Statement and the Prospectus); all of the
      issued and outstanding shares of capital stock, including the Common
      Stock, of the Company have been duly authorized and validly issued and are
      fully paid and non-assessable and were not issued in violation of any
      preemptive or similar right;

            (g) the Company and each of its Subsidiaries (as hereinafter
      defined) (a) is a corporation, partnership or other entity duly organized
      and validly existing under the laws of the jurisdiction of its
      organization; and (b) has all requisite corporate or other power and
      authority, and has all governmental licenses, authorizations, consents and
      approvals necessary to own its properties and carry on its business as
      described in the Registration Statement and the Prospectus, except where
      the failure to obtain any such license, authorization, consent or approval
      could not reasonably be expected to have a material adverse effect on the
      business, properties, financial condition, results of operation or
      prospects of the Company and the Subsidiaries taken as a whole (a
      "Material Adverse Effect");

            (h) the Company has all requisite corporate power and authority to
      execute and deliver this Agreement and to issue, sell and deliver the
      Shares as contemplated herein;

            (i) the Company is duly qualified to do business as a foreign
      corporation and is in good standing in each jurisdiction where the conduct
      of its business requires such

<PAGE>
                                      -6-


      qualification, except where the failure to be so qualified and in good
      standing would not, individually or in the aggregate, have a Material
      Adverse Effect;

            (j) Attached as Schedule B is a true and complete list of each
      subsidiary of the Company that would be a "Significant Subsidiary" as
      defined in Article 1, Rule 1-02 of Regulation S-X under the Act, assuming
      all references to "10 percent" in such definition are changed to "5
      percent," its jurisdictions of incorporation or formation, type of entity
      and percentage equity ownership by the Company (all such Significant
      Subsidiaries, the "Subsidiaries"). The entities listed on Schedule B
      hereto are the only Subsidiaries, direct or indirect, of the Company. All
      of the issued and outstanding shares of capital stock or other equity
      interests of the Company's Subsidiaries have been duly and validly
      authorized and issued, are fully paid and nonassessable, were not issued
      in violation of any preemptive or similar right and, except as set forth
      in the Prospectus, are owned by the Company free and clear of all liens.
      Except as set forth in the Prospectus, there are no outstanding options,
      warrants or other rights to acquire or purchase, or instruments
      convertible into or exchangeable for, any shares of capital stock of any
      of the Company's Subsidiaries. Each Subsidiary has been duly organized and
      is validly existing as a corporation, partnership or other entity in good
      standing under the laws of the jurisdiction of its incorporation, with
      full corporate or other power and authority to own its properties and to
      conduct its business as described in the Registration Statement and the
      Prospectus; each Subsidiary is duly qualified to do business as a foreign
      corporation and is in good standing in each jurisdiction where the conduct
      of its business requires such qualification, except where the failure to
      be so qualified and in good standing would not, individually or in the
      aggregate, have a Material Adverse Effect; all of the outstanding shares
      of capital stock of each of the Subsidiaries have been duly authorized and
      validly issued, are fully paid and non-assessable; and except as set forth
      in the Prospectus, no options, warrants or other rights to purchase,
      agreements or other obligations to issue or other rights to convert any
      obligation into shares of capital stock or ownership interests in the
      Subsidiaries are outstanding;

            (k) the Shares have been duly and validly authorized and, when
      issued and delivered against payment therefor as provided herein, will be
      duly and validly issued, fully paid and non-assessable and free of
      contractual preemptive rights, resale rights, rights of first refusal and
      similar rights;

            (l) the capital stock of the Company, including the Shares, conforms
      in all material respects to the description thereof contained in the
      Registration Statement and the Prospectus and the certificates for the
      Shares are in due and proper form and the holders of the Shares will not
      be subject to personal liability by reason of being such holders;

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

<PAGE>
                                      -7-


            (n) except as set forth in the Prospectus, neither the Company nor
      any of its Subsidiaries is (A) in violation of its charter, bylaws or
      other constitutive documents, (B) in default (or, with notice or lapse of
      time or both, would be in default) in the performance or observance of any
      obligation, agreement, covenant or condition contained in any bond,
      debenture, note, indenture, mortgage, deed of trust, loan or credit
      agreement, lease, license, franchise agreement, authorization, permit,
      certificate or other agreement or instrument to which any of them is a
      party or by which any of them is bound or to which any of their assets or
      properties is subject (collectively, "Agreements and Instruments"), or (C)
      in violation of any law, statute, rule, regulation, judgment, order or
      decree of any domestic or foreign court with jurisdiction over any of them
      or any of their assets or properties or other governmental or regulatory
      authority, agency or other body, which, in the case of clauses (B) and (C)
      herein, would reasonably be expected to have, either individually or in
      the aggregate, a Material Adverse Effect. There exists no condition that,
      with notice, the passage of time or otherwise, would constitute a default
      by the Company or any of its Subsidiaries under any such document or
      instrument or result in the imposition of any penalty or the acceleration
      of any indebtedness, other than penalties, defaults or conditions that
      would not have a Material Adverse Effect;

            (o) The execution, delivery and performance by the Company of the
      Agreement, the issuance and sale of the Shares and the consummation of the
      transactions contemplated hereby does not or will not violate, conflict
      with or constitute a breach of any of the terms or provisions of or a
      default under (or an event that with notice or the lapse of time, or both,
      would constitute a default), or require consent under, or result in the
      creation or imposition of a lien, charge or encumbrance on any property or
      assets of the Company or any of its Subsidiaries or an acceleration of any
      indebtedness of the Company or any of its Subsidiaries pursuant to, (i)
      the charter, bylaws or other constitutive documents of the Company or any
      of its Subsidiaries, (ii) assuming the consummation of the transactions
      contemplated thereby, any Agreements and Instruments, (iii) any law,
      statute, rule or regulation applicable to the Company or any of its
      Subsidiaries or its respective assets or properties or (iv) any judgment,
      order or decree of any domestic or foreign court or governmental agency or
      authority having jurisdiction over the Company or any of its Subsidiaries
      or its respective assets or properties;

            (p) no approval, authorization, consent or order of or filing with
      any federal, state, local or foreign governmental or regulatory
      commission, board, body, authority or agency is required in connection
      with the issuance and sale of the Shares or the consummation by the
      Company of the transactions contemplated hereby other than registration of
      the Shares under the Act, which has been or will be effected, and any
      necessary qualification under the securities or blue sky laws of the
      various jurisdictions in which the Shares are being offered by the
      Underwriters or under the rules and regulations of the National
      Association of Securities Dealers (the "NASD");

<PAGE>
                                      -8-


            (q) except as set forth in the Registration Statement and the
      Prospectus, (i) no person has the right, contractual or otherwise, to
      cause the Company to issue or sell to it any shares of Common Stock or
      shares of any other capital stock or other equity interests of the
      Company, (ii) no person has any preemptive rights, resale rights, rights
      of first refusal or other rights to purchase any shares of Common Stock or
      shares of any other capital stock or other equity interests of the
      Company, and (iii) no person has the right to act as an underwriter or as
      a financial advisor to the Company in connection with the offer and sale
      of the Shares, in the case of each of the foregoing clauses (i), (ii) and
      (iii), whether as a result of the filing or effectiveness of the
      Registration Statement or the sale of the Shares as contemplated thereby
      or otherwise; no person has the right, contractual or otherwise, to cause
      the Company to register under the Act any shares of Common Stock or shares
      of any other capital stock or other equity interests of the Company, or to
      include any such shares or interests in the Registration Statement or the
      offering contemplated thereby, whether as a result of the filing or
      effectiveness of the Registration Statement or the sale of the Shares as
      contemplated thereby or otherwise;

            (r) each of the Company and the Subsidiaries has (A) all licenses,
      certificates, permits, authorizations, approvals, franchises and other
      rights from and has made all declarations and filings with all applicable
      authorities, all self-regulatory authorities and all courts and other
      tribunals (each, an "Authorization") necessary to engage in the business
      conducted by it in the manner described in the Registration Statement and
      Prospectus, except where the failure to hold such Authorizations would not
      reasonably be expected to have a Material Adverse Effect, and (B) no
      reason to believe that any governmental body or agency, domestic or
      foreign, is considering limiting, suspending or revoking any such
      Authorization, except where such limitation, suspension or revocation
      would not reasonably be expected to have a Material Adverse Effect. All
      such Authorizations are valid and in full force and effect and each of the
      Company and the Subsidiaries are in compliance in all material respects
      with the terms and conditions of all such Authorizations and with the
      rules and regulations of the regulatory authorities having jurisdiction
      with respect to such Authorizations, except for any invalidity, failure to
      be in full force and effect or noncompliance with any Authorization that
      would not reasonably be expected to have a Material Adverse Effect;

            (s) all legal or governmental proceedings, affiliate transactions,
      off-balance sheet transactions, contracts, licenses, agreements, leases or
      documents of a character required to be described in the Registration
      Statement and the Preliminary Prospectus or the Prospectus or to be filed
      as an exhibit to the Registration Statement have been so described or
      filed as required;

            (t) there are no actions, suits or proceedings pending or, to the
      Company's knowledge, contemplated or threatened to which the Company or
      any of the Subsidiaries is or may be a party or of which any of their
      respective properties is or may be subject, before or by any federal,
      state, local or foreign governmental or regulatory commission,

<PAGE>
                                      -9-


      board, body, authority or agency, except any such action, suit or
      proceeding which would not result in a judgment, decree or order having,
      individually or in the aggregate, a Material Adverse Effect or prevent
      consummation of the transactions contemplated hereby;

            (u) PricewaterhouseCoopers LLP, whose report on the consolidated
      financial statements of the Company and its subsidiaries is filed with the
      Commission as part of the Registration Statement and the Prospectus, are
      independent public accountants as required by the Act;

            (v) the audited financial statements included in the Registration
      Statement and the Prospectus, together with the related notes and
      schedules, present fairly the consolidated financial position of the
      Company and its subsidiaries as of the dates indicated and the
      consolidated results of operations and cash flows of the Company and its
      subsidiaries for the periods specified and have been prepared in
      compliance with the requirements of the Act and in conformity with
      generally accepted accounting principles applied on a consistent basis
      during the periods involved; any pro forma financial statements or data
      included in the Registration Statement and the Prospectus comply with the
      requirements of Regulation S-X of the Act and the assumptions used in the
      preparation of such pro forma financial statements and data are
      reasonable, the pro forma adjustments used therein are appropriate to give
      effect to the transactions or circumstances described therein and the pro
      forma adjustments have been properly applied to the historical amounts in
      the compilation of those statements and data; the other financial and
      statistical data set forth in the Registration Statement and the
      Prospectus are accurately presented and prepared on a basis consistent
      with the financial statements and books and records of the Company; there
      are no financial statements (historical or pro forma) that are required to
      be included in the Registration Statement and the Prospectus that are not
      included as required; and the Company and its subsidiaries do not have any
      material liabilities or obligations, direct or contingent (including any
      off-balance sheet obligations), not disclosed in the Registration
      Statement and the Prospectus;

            (w) subsequent to the respective dates as of which information is
      given in the Registration Statement and the Prospectus, there has not been
      (i) any material adverse change, or any development involving a
      prospective material adverse change, in the business, properties,
      management, financial condition or results of operations of the Company
      and the Subsidiaries taken as a whole, (ii) any transaction not in the
      ordinary course of business which is material to the Company and the
      Subsidiaries taken as a whole, (iii) any obligation, direct or contingent
      (including any off-balance sheet obligations), incurred by the Company or
      the Subsidiaries, which is material to the Company and the Subsidiaries
      taken as a whole, (iv) any change in the capital stock or outstanding
      indebtedness of the Company or the Subsidiaries or (v) any dividend or
      distribution of any kind declared, paid or made on the capital stock of
      the Company;

<PAGE>
                                      -10-


            (x) the Company has obtained for the benefit of the Underwriters the
      agreement (a "Lock-Up Agreement"), in the form agreed upon by the
      Representatives, of each of its directors and executive officers set forth
      on Exhibit A;

            (y) Each approval, consent, order, authorization, designation,
      declaration or filing of, by or with any regulatory, administrative or
      other governmental body necessary in connection with the execution and
      delivery by the Company of this Agreement and the consummation of the
      transactions herein contemplated required to be obtained or performed by
      the Company (except such additional steps as may be required by the NASD
      or may be necessary to qualify the Shares for public offering by the
      Underwriters under the state securities or Blue Sky laws) has been
      obtained or made and is in full force and effect;

            (z) the Company is not and, after giving effect to the offering and
      sale of the Shares, will not be an "investment company" or an entity
      "controlled" by an "investment company," as such terms are defined in the
      Investment Company Act of 1940, as amended (the "Investment Company Act");

            (aa) the Company and each of the Subsidiaries has valid title in fee
      simple to all items of real property and title to all personal property
      described in the Registration Statement and in the Prospectus as being
      owned by each of them, free and clear of any pledges, liens, encumbrances,
      security interests or other defects or claims of any third party, except
      (i) such as do not materially and adversely affect the value of such
      property and do not interfere with the use made or proposed to be made of
      such property by the Company or the Subsidiaries to the extent that such
      interference could not reasonably be expected to have a Material Adverse
      Effect and (ii) liens set forth in the Prospectus; all the property
      described in the Registration Statement and the Prospectus as being held
      under lease by the Company or a Subsidiary is held thereby under valid,
      subsisting and enforceable leases with such exceptions as do not
      materially interfere with the use made or proposed to be made of such
      property and buildings by the Company and the Subsidiaries;

            (bb) each of the Company and the Subsidiaries own, possess or have
      the right to employ all patents, patent rights, licenses, inventions,
      copyrights, know-how (including trade secrets and other unpatented and/or
      unpatentable proprietary or confidential information, systems or
      procedures), trademarks, service marks and trade names (collectively, the
      "Intellectual Property") necessary to conduct the businesses operated by
      it as described in the Registration Statement and the Prospectus, except
      where the failure to own, possess or have the right to employ such
      Intellectual Property would not rea-

<PAGE>
                                      -11-


      sonably be expected to have a Material Adverse Effect. Neither the Company
      nor any Subsidiary has received any notice of infringement of or conflict
      with (and neither knows of any such infringement or a conflict with)
      asserted rights of others with respect to any of the foregoing that, if
      such assertion of infringement or conflict were sustained, would
      reasonably be expected to have a Material Adverse Effect. The use of the
      Intellectual Property in connection with the business and operations of
      the Company and the Subsidiaries does not infringe on the rights of any
      person, except for such infringement as would not reasonably be expected
      to have a Material Adverse Effect;

            (cc) neither the Company nor any of the Subsidiaries is engaged in
      any unfair labor practice; except for matters which would not,
      individually or in the aggregate, have a Material Adverse Effect, (i)
      there is (A) no unfair labor practice complaint pending or, to the
      Company's knowledge, threatened against the Company or any of the
      Subsidiaries before the National Labor Relations Board, and no grievance
      or arbitration proceeding arising out of or under collective bargaining
      agreements is pending or threatened, (B) except as would not reasonably be
      expected to have a Material Adverse Effect, no labor disturbance pending
      or, to the Company's knowledge threatened against the Company or any of
      the Subsidiaries and (C) no union representation dispute currently
      existing concerning the employees of the Company or any of the
      Subsidiaries, and (ii) to the Company's knowledge, (A) no union organizing
      activities are currently taking place concerning the employees of the
      Company or any of the Subsidiaries and (B) there has been no violation of
      any federal, state, local or foreign law relating to discrimination in the
      hiring, promotion or pay of employees, any applicable wage or hour laws or
      any provision of the Employee Retirement Income Security Act of 1974
      ("ERISA") or the rules and regulations promulgated thereunder concerning
      the employees of the Company or any of the Subsidiaries;

            (dd) except as set forth in the Registration Statement and
      Prospectus, each of the Company and the Subsidiaries (A) are in compliance
      with, or not subject to costs or liabilities under, laws, regulations,
      rules of common law, orders and decrees, as in effect as of the date
      hereof, and any present judgments and injunctions issued or promulgated
      thereunder relating to pollution or protection of public and employee
      health and safety, the environment or hazardous or toxic substances or
      wastes, pollutants or contaminants applicable to it or its business or
      operations or ownership or use of its property ("Environmental Laws"),
      other than noncompliance or such costs or liabilities that would not
      reasonably be expected to have a Material Adverse Effect, and (B) possess
      all permits, licenses or other approvals required under applicable
      Environmental Laws, except where the failure to possess any such permit,
      license or other approval would not reasonably be expected to have, either
      individually or in the aggregate, a Material Adverse Effect. All currently
      pending and, to the knowledge of the Company, threatened proceedings,
      notices of violation, demands, notices of potential responsibility or
      liability, suits and existing environmental investigations by any
      governmental authority which the Company or the Subsidiaries could
      reasonably expect to result in a Material Adverse Effect are fully and
      accurately described in all material respects in the Registration
      Statement and Prospectus. Each of the Company and the Subsidiaries
      maintain a system of internal environmental management controls sufficient
      to provide reasonable assurance of compliance in all ma-

<PAGE>
                                      -12-


      terial respects of its business facilities, real property and operations
      with requirements of applicable Environmental Laws;

            (ee) all tax returns required to be filed by the Company and each of
      the Subsidiaries have been filed, and all taxes and other assessments of a
      similar nature (whether imposed directly or through withholding) including
      any interest, additions to tax or penalties applicable thereto due or
      claimed to be due from such entities have been paid, other than those
      being contested in good faith and for which adequate reserves have been
      provided;

            (ff) the Company and each of the Subsidiaries maintains insurance
      covering its properties, assets, operations and businesses; and such
      insurance is of such type and is reasonably sufficient in order to protect
      the Company and the Subsidiaries and their businesses;

            (gg) the Company and each of the Subsidiaries maintains a system of
      internal accounting controls sufficient to provide reasonable assurance
      that (i) transactions are executed in accordance with management's general
      or specific authorization; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (iii) access to assets is permitted only in accordance with management's
      general or specific authorization; and (iv) the recorded accountability
      for assets is compared with existing assets at reasonable intervals and
      appropriate action is taken with respect to any differences;

            (hh) the Company has established and maintains disclosure controls
      and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
      under the Exchange Act); such disclosure controls and procedures are
      designed to ensure that material information relating to the Company,
      including its consolidated subsidiaries, is made known to the Company's
      Chief Executive Officer and its Chief Financial Officer by others within
      those entities, and such disclosure controls and procedures are effective
      to perform the functions for which they were established; the Company's
      auditors and the Audit Committee of the Board of Directors have been
      advised of: (i) any significant deficiencies in the design or operation of
      internal controls which could adversely affect the Company's ability to
      record, process, summarize, and report financial data; and (ii) any fraud,
      whether or not material, that involves management or other employees who
      have a role in the Company's internal controls; any material weaknesses in
      internal controls have been identified for the Company's auditors; and
      since the date of the most recent evaluation of such disclosure controls
      and procedures, there have been no significant changes in internal
      controls or in other factors that could significantly affect internal
      controls, including any corrective actions with regard to significant
      deficiencies and material weaknesses;

            (ii) the Company has provided you true, correct, and complete copies
      of all documentation pertaining to any extension of credit in the form of
      a personal loan made,

<PAGE>
                                      -13-


      directly or indirectly, by the Company to any director or executive
      officer of the Company, or to any family member or affiliate of any
      director or executive officer of the Company; and since July 30, 2003, the
      Company has not, directly or indirectly, including through any Subsidiary:
      (i) extended credit, arranged to extend credit, or renewed any extension
      of credit, in the form of a personal loan, to or for any director or
      executive officer of the Company, or to or for any family member or
      affiliate of any director or executive officer of the Company; or (ii)
      made any material modification, including any renewal thereof, to any term
      of any personal loan to any director or executive officer of the Company,
      or any family member or affiliate of any director or executive officer,
      which loan was outstanding on July 30, 2003;

            (jj) The Company (a) has a class of securities registered pursuant
      to Section 12(b) of the Exchange Act, (b) has been subject to the
      requirements of Section 12 of the Exchange Act and has filed all the
      material required to be filed pursuant to Section 13, 14 or 15(d) for a
      period of at least 36 calendar months immediately preceding the date
      hereof and (c) has filed in a timely manner all reports required to be
      filed during the 12 calendar months and any portion of a month immediately
      preceding the date hereof and, if the Company has used (during the 12
      calendar months and any portion of a month immediately preceding the date
      hereof) Rule 12b-25(b) under the Exchange Act with respect to a report or
      a portion of a report, that report or portion thereof has actually been
      filed within the time period prescribed by the rule.

            (kk) Neither the Company nor any of its consolidated or
      unconsolidated subsidiaries have, since the end of the last fiscal year
      for which certified financial statements of the Company and its
      consolidated subsidiaries were included in a report filed pursuant to
      Section 13(a) or 15(d) of the Exchange Act (a) failed to pay any dividend
      or sinking fund installment on preferred stock, or (b) defaulted (i) on
      any installment or installments on indebtedness for borrowed money, or
      (ii) on any rental on one or more long-term leases, which defaults in the
      aggregate are material to the financial position of the registrant and its
      consolidated and unconsolidated subsidiaries, taken as a whole.

            (ll) The aggregate market value of the voting stock held by
      non-affiliates of the Company is $150 million or more, or alternatively,
      the aggregate market value of the voting stock held by non-affiliates of
      the Company is $100 million or more and the Company has had an annual
      trading volume of such stock of three million shares or more. For purposes
      of this Section, "aggregate market value" shall be computed by use of the
      price at which the stock was last sold or the average of the bid and asked
      prices of such stock, as of a date within 60 days prior to the date
      hereof; and "annual trading volume" shall be the volume of shares traded
      in any continuous 12-month period ended within 60 days prior to the date
      hereof.

<PAGE>
                                      -14-


            (mm) any statistical and market-related data included in the
      Registration Statement and the Prospectus are based on or derived from
      sources that the Company believes to be reliable and accurate in all
      material respects;

            (nn) neither the Company nor any of the Subsidiaries nor, to the
      Company's knowledge, any employee or agent of the Company or the
      Subsidiaries has made any payment of funds of the Company or the
      Subsidiaries or received or retained any funds in violation of any law,
      rule or regulation, which payment, receipt or retention of funds is of a
      character required to be disclosed in the Registration Statement or the
      Prospectus;

            (oo) neither the Company nor any of the Subsidiaries nor any of
      their respective directors, officers, affiliates or controlling persons
      has taken, directly or indirectly, any action designed, or which has
      constituted or might reasonably be expected to cause or result in, under
      the Exchange Act or otherwise, the stabilization or manipulation of the
      price of any security of the Company to facilitate the sale or resale of
      the Shares; and

            (pp) to the Company's knowledge, there are no affiliations or
      associations between any member of the NASD and any of the Company's
      executive officers, directors or 5% or greater securityholders, except as
      set forth in the Registration Statement and the Prospectus.

            In addition, any certificate signed by any officer of the Company
and delivered to the Underwriters or counsel for the Underwriters in connection
with the offering of the Shares shall be deemed to be a representation and
warranty by the Company as to matters covered thereby, to each Underwriter.

            4. Certain Covenants of the Company. The Company hereby agrees:

            (a) to furnish such information as may be required and otherwise to
      cooperate in qualifying the Shares for offering and sale under the
      securities or blue sky laws of such states or other jurisdictions as you
      may designate and to maintain such qualifications in effect so long as you
      may request for the distribution of the Shares; provided that the Company
      shall not be required to qualify as a foreign corporation or to consent to
      the service of process under the laws of any such jurisdiction (except
      service of process with respect to the offering and sale of the Shares);
      and to promptly advise you of the receipt by the Company of any
      notification with respect to the suspension of the qualification of the
      Shares for sale in any jurisdiction or the initiation or threatening of
      any proceeding for such purpose;

            (b) to prepare the Prospectus in a form approved by the Underwriters
      and file such Prospectus with the Commission pursuant to Rule 424(b) under
      the Act, on or before the second business day following the date of this
      Agreement (or such earlier time as may be required by the Act) and to
      furnish promptly (and, with respect to the initial delivery of such
      Prospectus, not later than 10:00 a.m. (New York City time) on or before

<PAGE>
                                      -15-


      the second business day following the date of this Agreement or on such
      other day as the parties may mutually agree) to the Underwriters, as many
      copies of the Prospectus (or of the Prospectus as amended or supplemented
      if the Company shall have made any amendments or supplements thereto) as
      the Underwriters may request for the purposes contemplated by the Act; in
      case any Underwriter is required to deliver a prospectus after the
      nine-month period referred to in Section 10(a)(3) of the Act in connection
      with the sale of the Shares, the Company will prepare, at its expense,
      promptly upon request such amendment or amendments to the Registration
      Statement and the Prospectus as may be necessary to permit compliance with
      the requirements of Section 10(a)(3) of the Act;

            (c) if, at the time this Agreement is executed and delivered, it is
      necessary for the Registration Statement or any post-effective amendment
      thereto to be declared effective before the Shares maybe sold, the Company
      will endeavor to cause the Registration Statement or such post-effective
      amendment to become effective as soon as possible and the Company will
      advise you promptly and, if requested by you, will confirm such advice in
      writing, (i) when the Registration Statement and any such post-effective
      amendment thereto has become effective, and (ii) if Rule 430A under the
      Act is used, when the Prospectus is filed with the Commission pursuant to
      Rule 424(b) under the Act (which the Company agrees to file in a timely
      manner under such Rule);

            (d) to advise you promptly, confirming such advice in writing, of
      (i) the receipt of any comments from the Commission relating to the
      Registration Statement, any amendment thereto, the Prospectus or any
      amendment or supplement thereto, any filing of the Company under the Act
      or the Exchange Act, for so long as the delivery of a prospectus is
      required in connection with the offering or sale of the Shares, that is
      incorporated by reference in the Registration Statement or Prospectus,
      (ii) any request by the Commission for amendments or supplements to the
      Registration Statement or the Prospectus or for additional information
      with respect thereto, or (iii) of notice of institution of proceedings
      for, or the entry of a stop order, suspending the effectiveness of the
      Registration Statement or of any order preventing or suspending the use of
      any Preliminary Prospectus or the Prospectus and, if the Commission should
      enter such an order, to use its best efforts to obtain the lifting or
      removal of such order as soon as possible; to advise you promptly of any
      proposal to amend or supplement the Registration Statement or the
      Prospectus, including by filing any documents that would be incorporated
      therein by reference, and to provide you and Underwriters' counsel copies
      of any such documents for review and comment a reasonable amount of time
      prior to any proposed filing and to file no such amendment or supplement
      to which you shall object in writing;

            (e) subject to Section 4(d) hereof, to file promptly all reports and
      any definitive proxy or information statement required to be filed by the
      Company with the Commission in order to comply with the Exchange Act
      subsequent to the date of the Prospectus and for so long as the delivery
      of a prospectus is required in connection with the offering or sale of the
      Shares; and to provide you with a copy of such reports and state-

<PAGE>
                                      -16-


      ments and other documents to be filed by the Company pursuant to Section
      13, 14 or 15(d) of the Exchange Act during such period;

            (f) if necessary or appropriate, to file a registration statement
      pursuant to Rule 462(b) under the Act;

            (g) to advise the Underwriters promptly of the happening of any
      event within the time during which a prospectus relating to the Shares is
      required to be delivered under the Act which could require the making of
      any change in the Prospectus then being used so that the Prospectus would
      not include an untrue statement of material fact or omit to state a
      material fact necessary to make the statements therein, in the light of
      the circumstances under which they are made, not misleading, and, during
      such time, subject to Section 4(d) hereof, to prepare and furnish, at the
      Company's expense, to the Underwriters promptly such amendments or
      supplements to such Prospectus as may be necessary to reflect any such
      change;

            (h) to make generally available to its security holders, and to
      deliver to you, an earnings statement of the Company (which will satisfy
      the provisions of Section 11(a) of the Act) covering a period of twelve
      months beginning after the effective date of the Registration Statement
      (as defined in Rule 158(c) under the Act) as soon as is reasonably
      practicable after the termination of such twelve-month period but not
      later than eighteen months after the effective date;

            (i) to furnish to its shareholders as soon as practicable after the
      end of each fiscal year an annual report (including a consolidated balance
      sheet and statements of operations, stockholders' equity and cash flows of
      the Company and its subsidiaries for such fiscal year, accompanied by a
      copy of the certificate or report thereon of nationally recognized
      independent certified public accountants);

            (j) to furnish to you one manually signed copy of the Registration
      Statement, as initially filed with the Commission, and of all amendments
      thereto (including all exhibits thereto and documents incorporated by
      reference therein) and sufficient conformed copies of the foregoing (other
      than exhibits) for distribution of a copy to each of the other
      Underwriters;

            (k) to furnish without charge to you promptly and, upon request, to
      each of the other Underwriters for a period of five years from the date of
      this Agreement (i) copies of any reports, proxy statements, or other
      communications which the Company shall send to its stockholders or shall
      from time to time publish or publicly disseminate, (ii) copies of all
      annual, quarterly and current reports filed with the Commission on Forms
      10-K, 10-Q and 8-K, or such other similar forms as may be designated by
      the Commission, (iii) copies of any publicly available documents or
      reports filed with any national securities exchange on which any class of
      securities of the Company is listed, and (iv)

<PAGE>
                                      -17-


      such other information as you may reasonably request regarding the Company
      or the Subsidiaries;

            (l) to furnish without charge to you as early as practicable prior
      to the time of purchase and any additional time of purchase, as the case
      may be, but not later than two business days prior thereto, a copy of the
      latest available unaudited interim consolidated financial statements of
      the Company and its subsidiaries which have been read by the Company's
      independent certified public accountants, as stated in their letter to be
      furnished pursuant to Section 6(b) hereof;

            (m) to use the proceeds from the sale of the Shares in the manner
      described under the caption "Use of Proceeds" in the Prospectus;

            (n) to pay all costs, expenses, fees and taxes in connection with
      (i) the preparation and filing of the Registration Statement, each
      Preliminary Prospectus, the Prospectus, and any amendments or supplements
      thereto, and the printing and furnishing of copies of each thereof to the
      Underwriters and to dealers (including costs of mailing and shipment),
      (ii) the registration, issue, sale and delivery of the Shares including
      any stock or transfer taxes and stamp or similar duties payable upon the
      sale, issuance or delivery of the Shares to the Underwriters, (iii) the
      producing, word processing and/or printing of this Agreement, any
      Agreement Among Underwriters, any dealer agreements, any Powers of
      Attorney and any closing documents (including compilations thereof) and
      the reproduction and/or printing and furnishing of copies of each thereof
      to the Underwriters and (except closing documents) to dealers (including
      costs of mailing and shipment), (iv) the qualification of the Shares for
      offering and sale under state or foreign laws and the determination of
      their eligibility for investment under state or foreign law as aforesaid
      (including the legal fees and filing fees and other disbursements of
      counsel for the Underwriters) and the printing and furnishing of copies of
      any blue sky surveys or legal investment surveys to the Underwriters and
      to dealers, (v) any listing of the Shares on any securities exchange or
      qualification of the Shares for quotation on NASDAQ and any registration
      thereof under the Exchange Act, (vi) any filing for review of the public
      offering of the Shares by the NASD, including the legal fees and filing
      fees and other disbursements of counsel to the Underwriters, (vii) the
      fees and disbursements of any transfer agent or registrar for the Shares,
      (viii) the costs and expenses of the Company relating to presentations or
      meetings undertaken in connection with the marketing of the offering and
      sale of the Shares to prospective investors and the Underwriters' sales
      forces, including, without limitation, expenses associated with the
      production of road show slides and graphics, fees and expenses of any
      consultants engaged in connection with the road show presentations,
      travel, lodging and other expenses incurred by the officers of the Company
      and any such consultants, and the cost of any aircraft chartered in
      connection with the road show, and (ix) the performance of the Company's
      other obligations hereunder;

<PAGE>
                                      -18-


            (o) not to sell, offer to sell, contract or agree to sell,
      hypothecate, pledge, grant any option to purchase or otherwise dispose of
      or agree to dispose of, directly or indirectly, any Common Stock or
      securities convertible into or exchangeable or exercisable for Common
      Stock or warrants or other rights to purchase Common Stock or any other
      securities of the Company that are substantially similar to Common Stock,
      or file or cause to be declared effective a registration statement under
      the Act relating to the offer and sale of any shares of Common Stock or
      securities convertible into or exercisable or exchangeable for Common
      Stock or other rights to purchase Common Stock or any other securities of
      the Company that are substantially similar to Common Stock for a period of
      90 days after the date hereof (the "Lock-Up Period"), without the prior
      written consent of the Representatives, except for (i) the registration of
      the Shares and the sales to the Underwriters pursuant to this Agreement,
      (ii) issuances of Common Stock upon the exercise of options or warrants
      disclosed as outstanding in the Registration Statement and the Prospectus,
      and (iii) the issuance of employee stock options not exercisable during
      the Lock-Up Period pursuant to stock option plans described in the
      Registration Statement and the Prospectus;

            (p) to use its reasonable best efforts to cause the Common Stock to
      be listed on the New York Stock Exchange; and

            (q) to maintain a transfer agent and, if necessary under the
      jurisdiction of incorporation of the Company, a registrar for the Common
      Stock.

            5. Reimbursement of Underwriters' Expenses. If the Shares are not
delivered for any reason other than the termination of this Agreement pursuant
to the fifth paragraph of Section 8 hereof or the default by one or more of the
Underwriters in its or their respective obligations hereunder, the Company
shall, in addition to paying the amounts described in Section 4(n) hereof,
reimburse the Underwriters for all of their out-of-pocket expenses, including
the fees and disbursements of their counsel.

            6. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters hereunder are subject to the accuracy of the representations
and warranties on the part of the Company on the date hereof, at the time of
purchase and, if applicable, at the additional time of purchase, the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

            (a) The Company shall furnish to you at the time of purchase and, if
      applicable, at the additional time of purchase, an opinion of Gardner
      Carton & Douglas LLP, counsel for the Company, addressed to the
      Underwriters, and dated the time of purchase or the additional time of
      purchase, as the case may be, with reproduced copies for each of the other
      Underwriters and in form and substance satisfactory to Cahill Gordon &
      Reindel llp, counsel for the Underwriters, stating that:

<PAGE>
                                      -19-


                  (i) the Company is validly existing as a corporation in good
            standing under the laws of the State of Delaware, with full
            corporate power to own or lease its properties and carry on its
            business as described in the Registration Statement and the
            Prospectus, to execute, deliver and perform all of its obligations
            under this Agreement and to issue, sell and deliver the Shares as
            contemplated herein;

                  (ii) the Company is duly qualified to do business as a foreign
            corporation and is in good standing in those jurisdictions listed in
            Exhibit A to such opinion which we have been informed by the Company
            are the only jurisdictions in which the Company is qualified to do
            business as a foreign corporation;

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

                  (iv) the Shares have been duly authorized and when issued and
            delivered against payment therefor, will be duly and validly issued,
            fully paid and non-assessable;

                  (v) the capital stock of the Company, including the Shares,
            conforms to the description thereof contained in the Registration
            Statement and the Prospectus;

                  (vi) the Company has an authorized capitalization as set forth
            in the Registration Statement and the Prospectus; all of the issued
            and outstanding shares of capital stock of the Company are free of
            statutory preemptive rights and, to such counsel's knowledge, based
            solely on a review of those agreements listed on Exhibit B to such
            opinion, contractual preemptive rights, resale rights, rights of
            first refusal and similar rights; the Shares are free of statutory
            preemptive rights and, to such counsel's knowledge, based solely on
            a review of those agreements listed on Exhibit B to such opinion,
            contractual preemptive rights, resale rights, rights of first
            refusal and similar rights; the certificates for the Shares are in
            due and proper form, and assuming such Shares are sold pursuant to
            the terms of the Underwriting Agreement, the holders of the Shares
            will not be subject to personal liability by reason of being such
            holders;

                  (vii) (A) the Registration Statement and the Prospectus
            (except as to the financial statements and schedules and other
            financial data contained therein, as to which such counsel need
            express no opinion) comply as to form in all material respects with
            the requirements of the Act; (B) the conditions to the use of Form
            S-3 have been satisfied; and (C) the documents incorporated by
            reference in the Registration Statement and the Prospectus, at the
            time they became effective or were filed with the Commission,
            complied as to form in all material respects with the requirements
            of the Exchange Act (except as to the financial statements and

<PAGE>
                                      -20-


            schedules and other financial data contained therein, as to which
            such counsel need express no opinion);

                  (viii) the Registration Statement has become effective under
            the Act and, to such counsel's knowledge, no stop order proceedings
            with respect thereto are pending or threatened under the Act and any
            required filing of the Prospectus and any supplement thereto
            pursuant to Rule 424 under the Act has been made in the manner and
            within the time period required by such Rule 424;

                  (ix) to such counsel's actual knowledge, no approval,
            authorization, consent or order of or filing with any federal, state
            or local governmental or regulatory commission, board, body,
            authority or agency is required in connection with the issuance and
            sale of the Shares and consummation by the Company of the
            transactions contemplated hereby other than registration of the
            Shares under the Act (except such counsel need express no opinion as
            to any necessary qualification under the state securities or blue
            sky laws of the various jurisdictions in which the Shares are being
            offered by the Underwriters);

                  (x) the execution, delivery and performance of this Agreement
            by the Company, the issuance and sale of the Shares by the Company
            and the consummation by the Company of the transactions contemplated
            hereby do not and will not violate, or constitute a breach of any of
            the terms or provisions of, or a default under (or an event that
            with notice or the lapse of time, or both, would constitute a
            default), or require consent under, or result in the creation or
            imposition of a lien, charge or encumbrance on any property or
            assets of the Company or the subsidiaries listed on Schedule B
            hereto (collectively, the "Material Subsidiaries") or an
            acceleration of any indebtedness of the Company or the Material
            Subsidiaries pursuant to (A) the charter or bylaws of the Company or
            such Material Subsidiaries listed on Exhibit C to such opinion, (B)
            assuming the consummation of the transactions contemplated thereby,
            the terms of any agreement or instrument listed on Exhibit B to such
            opinion (provided that in each case we express no opinion as to
            compliance with any financial tests or as to any cross-default
            provision in any such agreement or instrument), (C) any statute or
            governmental rule or regulation which, in our experience, is
            normally applicable both to general business corporations that are
            not engaged in regulated business activities and to transactions of
            the type contemplated by the Prospectus (but without our having made
            any special investigation as to other laws and provided that we
            express no opinion in this paragraph with respect to (i) any
            statutes or governmental rules or regulations to which the Company
            or the Material Subsidiaries may be subject as a result of the
            Underwriters' legal or regulatory status or the involvement of the
            Underwriters in such transactions, (ii) any statutes or governmental
            rules or regulations relating to misrepresentations or fraud, or
            (iii) the Act, the Exchange Act or the Trust Indenture Act), except
            for in the case of items (B) and (C) any viola-

<PAGE>
                                      -21-


            tion, conflict, breach, default, event, consent, lien, charge,
            encumbrance or acceleration which would not, individually or in the
            aggregate, reasonably be expected to have a Material Adverse Effect
            or to impair materially the ability of the Company to perform its
            obligations under the transaction documents;

                  (xi) the Company is not and, after giving effect to the
            offering and sale of the Shares, will not be an "investment company"
            or an entity "controlled" by an "investment company," as such terms
            are defined in the Investment Company Act;

                  (xii) no person has the right, pursuant to the terms of any
            contract, agreement or other instrument described in or filed as an
            exhibit to the Registration Statement or otherwise known to such
            counsel, to cause the Company to register under the Act any shares
            of Common Stock or shares of any other capital stock or other equity
            interest of the Company, or to include any such shares or interest
            in the Registration Statement or the offering contemplated thereby,
            whether as a result of the filing or effectiveness of the
            Registration Statement or the sale of the Shares as contemplated
            thereby or otherwise.

            In addition, such counsel shall state that such counsel has
      participated in conferences with officers and other representatives of the
      Company, representatives of the independent public accountants of the
      Company and representatives of the Underwriters at which the contents of
      the Registration Statement and the Prospectus were discussed and, although
      such counsel is not passing upon and does not assume responsibility for
      the accuracy, completeness or fairness of the statements contained in the
      Registration Statement or the Prospectus (except as and to the extent
      stated in subparagraph (viii) above), on the basis of the foregoing
      nothing has come to the attention of such counsel that causes them to
      believe that the Registration Statement or any amendment thereto at the
      time such Registration Statement or amendment became effective contained
      an untrue statement of a material fact or omitted to state a material fact
      necessary in order to make the statements therein not misleading, or that
      the Prospectus or any supplement thereto at the date of such Prospectus or
      such supplement, and at the time of purchase or the additional time of
      purchase, as the case may be, contained an untrue statement of a material
      fact or omitted to state a material fact necessary in order to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading (it being understood that such counsel need express
      no opinion with respect to the financial statements and schedules and
      other financial data included in the Registration Statement or the
      Prospectus).

            (b) You shall have received from PricewaterhouseCoopers LLC letters
      dated, respectively, the date of this Agreement, the time of purchase and,
      if applicable, the additional time of purchase, and addressed to the
      Underwriters (with reproduced copies for each of the Underwriters) in the
      forms heretofore approved by the Representatives.

<PAGE>
                                      -22-


            (c) You shall have received at the time of purchase and, if
      applicable, at the additional time of purchase, the favorable opinion of
      Cahill Gordon & Reindel llp, counsel for the Underwriters, dated the time
      of purchase or the additional time of purchase, as the case may be, as to
      the matters referred to in subparagraphs (iii), (iv), (v)(with respect to
      the Shares only), (vii)(A), (viii) and the last subparagraph of Section
      6(a).

            (d) No Prospectus or amendment or supplement to the Registration
      Statement or the Prospectus, including documents deemed to be incorporated
      by reference therein, shall have been filed to which you object in
      writing.

            (e) All filings with the Commission required by Rule 424 under the
      Act to have been filed by the time of purchase or the additional time of
      purchase, as the case may be, shall have been made within the applicable
      time period prescribed for such filing by Rule 424.

            (f) Prior to the time of purchase, and, if applicable, the
      additional time of purchase, (i) no stop order with respect to the
      effectiveness of the Registration Statement shall have been issued under
      the Act and be remaining in effect and no proceedings initiated under
      Section 8(d) or 8(e) of the Act shall be pending; (ii) the Registration
      Statement and all amendments thereto shall not contain an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading; and
      (iii) the Prospectus and all amendments or supplements thereto shall not
      contain an 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 are made, not misleading.

            (g) Between the time of execution of this Agreement and the time of
      purchase or the additional time of purchase, as the case may be, no
      material adverse change or any development involving a prospective
      material adverse change in the business, properties, management, financial
      condition or results of operations of the Company and the Subsidiaries
      taken as a whole shall occur or become known.

            (h) The Company will, at the time of purchase and, if applicable, at
      the additional time of purchase, deliver to you a certificate of its Chief
      Executive Officer and its Chief Financial Officer in the form attached as
      Exhibit B hereto.

            (i) You shall have received signed Lock-up Agreements referred to in
      Section 3(x) hereof.

            (j) The Company shall have furnished to you such other documents and
      certificates as to the accuracy and completeness of any statement in the
      Registration Statement and the Prospectus as of the time of purchase and,
      if applicable, the additional time of purchase, as you may reasonably
      request.

<PAGE>
                                      -23-


            (k) The Shares shall have been approved for listing on the New York
      Stock Exchange, subject only to notice of issuance at or prior to the time
      of purchase or the additional time of purchase, as the case may be.

            7. Effective Date of Agreement; Termination. This Agreement shall
become effective (i) if Rule 430A under the Act is not used, when you shall have
received notification of the effectiveness of the Registration Statement, or
(ii) if Rule 430A under the Act is used, when the parties hereto have executed
and delivered this Agreement.

            The obligations of the several Underwriters hereunder shall be
subject to termination in the absolute discretion of the Representatives or any
group of Underwriters (which may include UBS and J.P. Morgan) which has agreed
to purchase in the aggregate at least 50% of the Firm Shares, if (x) since the
time of execution of this Agreement or the earlier respective dates as of which
information is given in the Registration Statement and the Prospectus, there has
been any material adverse change or any development involving a prospective
material adverse change in the business, properties, management, financial
condition or results of operations of the Company and the Subsidiaries taken as
a whole, which would, in the judgment of the Representatives or in the judgment
of such group of Underwriters, make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares on the terms and in the
manner contemplated in the Registration Statement and the Prospectus, or (y)
since the time of execution of this Agreement, there shall have occurred: (i) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in
trading in the Company's securities on the New York Stock Exchange; (iii) a
general moratorium on commercial banking activities declared by either federal
or New York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States; (iv) an
outbreak or escalation of hostilities or acts of terrorism involving the United
States or a declaration by the United States of a national emergency or war; or
(v) any other calamity or crisis or any change in financial, political or
economic conditions in the United States or elsewhere, if the effect of any such
event specified in clause (iv) or (v) in the judgment of the Representatives or
in the judgment of such group of Underwriters makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Shares on
the terms and in the manner contemplated in the Registration Statement and the
Prospectus, or (z) since the time of execution of this Agreement, there shall
have occurred any downgrading, or any notice or announcement shall have been
given or made of (i) any intended or potential downgrading or (ii) any watch,
review or possible change that does not indicate an affirmation or improvement
in the rating accorded any securities of or guaranteed by the Company or any
Subsidiary by any "nationally recognized statistical rating organization," as
that term is defined in Rule 436(g)(2) under the Act.

            If the Representatives or any group of Underwriters elects to
terminate this Agreement as provided in this Section 7, the Company and each
other Underwriter shall be notified promptly in writing.

<PAGE>
                                      -24-


            If the sale to the Underwriters of the Shares, as contemplated by
this Agreement, is not carried out by the Underwriters for any reason permitted
under this Agreement or if such sale is not carried out because the Company
shall be unable to comply with any of the terms of this Agreement, the Company
shall not be under any obligation or liability under this Agreement (except to
the extent provided in Sections 4(n), 5 and 9 hereof), and the Underwriters
shall be under no obligation or liability to the Company under this Agreement
(except to the extent provided in Section 9 hereof) or to one another hereunder.

            8. Increase in Underwriters' Commitments. Subject to Sections 6 and
7 hereof, if any Underwriter shall default in its obligation to take up and pay
for the Firm Shares to be purchased by it hereunder (otherwise than for a
failure of a condition set forth in Section 6 hereof or a reason sufficient to
justify the termination of this Agreement under the provisions of Section 7
hereof) and if the number of Firm Shares which all Underwriters so defaulting
shall have agreed but failed to take up and pay for does not exceed 10% of the
total number of Firm Shares, the non-defaulting Underwriters shall take up and
pay for (in addition to the aggregate number of Firm Shares they are obligated
to purchase pursuant to Section 1 hereof) the number of Firm Shares agreed to be
purchased by all such defaulting Underwriters, as hereinafter provided. Such
Shares shall be taken up and paid for by such non-defaulting Underwriters in
such amount or amounts as you may designate with the consent of each Underwriter
so designated or, in the event no such designation is made, such Shares shall be
taken up and paid for by all non-defaulting Underwriters pro rata in proportion
to the aggregate number of Firm Shares set opposite the names of such
non-defaulting Underwriters in Schedule A.

            Without relieving any defaulting Underwriter from its obligations
hereunder, the Company agrees with the non-defaulting Underwriters that it will
not sell any Firm Shares hereunder unless all of the Firm Shares are purchased
by the Underwriters (or by substituted Underwriters selected by you with the
approval of the Company or selected by the Company with your approval).

            If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company or you shall have the right
to postpone the time of purchase for a period not exceeding five business days
in order that any necessary changes in the Registration Statement and the
Prospectus and other documents may be effected.

            The term Underwriter as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 8 with like effect as if
such substituted Underwriter had originally been named in Schedule A.

            If the aggregate number of Firm Shares which the defaulting
Underwriter or Underwriters agreed to purchase exceeds 10% of the total number
of Firm Shares which all Underwriters agreed to purchase hereunder, and if
neither the non-defaulting Underwriters nor the Company shall make arrangements
within the five business day period stated above for the purchase of all the
Firm Shares which the defaulting Underwriter or Underwriters agreed to pur-

<PAGE>
                                      -25-


chase hereunder, this Agreement shall terminate without further act or deed and
without any liability on the part of the Company to any non-defaulting
Underwriter and without any liability on the part of any non-defaulting
Underwriter to the Company. Nothing in this paragraph, and no action taken
hereunder, shall relieve any defaulting Underwriter from liability in respect of
any default of such Underwriter under this Agreement.

            9. Indemnity and Contribution.

            (a) The Company agrees to indemnify, defend and hold harmless each
Underwriter, its partners, directors and officers, and any person who controls
any Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, and the successors and assigns of all of the foregoing persons,
from and against any and all losses, damages, expenses, liabilities or claims
whatsoever (including, but not limited to, reasonable attorneys' fees and any
and all reasonable expenses whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation) (collectively "Losses") which, jointly or severally, any such
Underwriter or any such person may incur under the Act, the Exchange Act, the
common law or otherwise, insofar as such Losses arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or in the Registration Statement as
amended by any post-effective amendment thereof by the Company) or in a
Prospectus (the term Prospectus for the purpose of this Section 9 being deemed
to include any Preliminary Prospectus, the Prospectus Supplement and the
Prospectus as amended or supplemented by the Company), or arise out of or are
based upon any omission or alleged omission to state a material fact required to
be stated in either such Registration Statement or such Prospectus or necessary
to make the statements made therein not misleading; provided, however, that the
indemnity shall not be available to any such Underwriter insofar as any Losses
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in and in conformity with information concerning
such Underwriter furnished in writing by or on behalf of such Underwriter
through you to the Company expressly for use in such Registration Statement or
such Prospectus or arise out of or are based upon any omission or alleged
omission to state a material fact in connection with such information required
to be stated in such Registration Statement or such Prospectus or necessary to
make such information not misleading; (ii) any untrue statement or alleged
untrue statement made by the Company in Section 3 hereof or the failure by the
Company to perform when and as required any agreement or covenant contained
herein; or (iii) any untrue statement or alleged untrue statement of any
material fact contained in any audio or visual materials provided by the Company
or based upon written information furnished by or on behalf of the Company
including, without limitation, slides, videos, films or tape recordings used in
connection with the marketing of the Shares; provided, however, that the
foregoing indemnity agreement with respect to the Preliminary Prospectus shall
not inure to the benefit of any Underwriter from whom the person asserting any
such Losses purchased Shares, or any partner, director, officer or person who
controls any Underwriter, if a copy of the final Prospectus (as then amended or
supplemented if the Company shall have furnished amendments or supplements) (if
the Company shall have

<PAGE>
                                      -26-


timely furnished the Underwriters with sufficient copies thereof) was not sent
or given by or on behalf of such Underwriter to such person, if required by law
so to have been delivered, at or prior to the written confirmation of the sale
of the Shares to such person, and if the final Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such Losses.

            If any action, suit or proceeding (each, a "Proceeding") is brought
against an Underwriter or any such person in respect of which indemnity may be
sought against the Company pursuant to the foregoing paragraph, such Underwriter
or such person shall promptly notify the Company in writing of the commencement
of such Proceeding and the Company shall assume the defense of such Proceeding,
including the employment of counsel reasonably satisfactory to such indemnified
party and payment of all fees and expenses; provided, however, that the omission
to so notify the Company shall not relieve the Company from any liability which
the Company may have to any Underwriter or any such person or otherwise under
this Section 9 except to the extent that it has been prejudiced in a material
way by such failure. Such Underwriter or such person shall have the right to
employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such Underwriter or of such person
unless the employment of such counsel shall have been authorized in writing by
the Company in connection with the defense of such Proceeding or the Company
shall not have, within a reasonable period of time in light of the
circumstances, employed counsel to have charge of the defense of such Proceeding
or such indemnified party or parties shall have reasonably concluded that there
may be defenses available to it or them which are different from, additional to
or in conflict with those available to the Company (in which case the Company
shall not have the right to direct the defense of such Proceeding on behalf of
the indemnified party or parties), in any of which events such fees and expenses
shall be borne by the Company and paid as incurred (it being understood,
however, that the Company shall not be liable for the expenses of more than one
separate counsel (in addition to any local counsel) in any one Proceeding or
series of related Proceedings in the same jurisdiction representing the
indemnified parties who are parties to such Proceeding). The Company shall not
be liable for any settlement of any Proceeding effected without its written
consent but if settled with the written consent of the Company, the Company
agrees to indemnify and hold harmless any Underwriter and any such person from
and against any loss or liability by reason of such settlement. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 45 business days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall not have fully
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement and (iii) such indemnified party shall have given the
indemnifying party at least 45 days' prior notice of its intention to settle. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened Proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on

<PAGE>
                                      -27-


claims that are the subject matter of such Proceeding and does not include an
admission of fault, culpability or a failure to act, by or on behalf of such
indemnified party.

            (b) Each Underwriter severally agrees to indemnify and hold harmless
the Company and any person who controls the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, and each of its agents,
employees, officers and directors and the agents, employees, officers and
directors of any such controlling person, from and against any Losses, to which
the Company or any such person may become subject under the Act, the Exchange
Act, or otherwise, insofar as such Losses arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in and
in conformity with information concerning such Underwriter furnished in writing
by or on behalf of such Underwriter through you to the Company expressly for use
in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company) or in a Prospectus, or
arise out of or are based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated in such
Registration Statement or such Prospectus or necessary to make such information
not misleading. The Company and the Underwriters acknowledge that the
information described in Section 10 hereof is the only information furnished in
writing by the Underwriters to the Company expressly for use in the Registration
Statement or a Prospectus.

            If any Proceeding is brought against the Company or any such person
in respect of which indemnity may be sought against any Underwriter pursuant to
the foregoing paragraph, the Company or such person shall promptly notify such
Underwriter in writing of the commencement of such Proceeding and such
Underwriter shall assume the defense of such Proceeding, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses; provided, however, that the omission to so
notify such Underwriter shall not relieve such Underwriter from any liability
which such Underwriter may have to the Company or any such person or otherwise
under this Section 9 except to the extent that it has been prejudiced in a
material way by such failure. The Company or such person shall have the right to
employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of the Company or such person unless the
employment of such counsel shall have been authorized in writing by such
Underwriter in connection with the defense of such Proceeding or such
Underwriter shall not have, within a reasonable period of time in light of the
circumstances, employed counsel to defend such Proceeding or such indemnified
party or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to or in conflict
with those available to such Underwriter (in which case such Underwriter shall
not have the right to direct the defense of such Proceeding on behalf of the
indemnified party or parties, but such Underwriter may employ counsel and
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such Underwriter), in any of which events such fees
and expenses shall be borne by such Underwriter and paid as incurred (it being
understood, however, that such Underwriter shall not be liable for the expenses
of more than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified

<PAGE>
                                      -28-


parties who are parties to such Proceeding). No Underwriter shall be liable for
any settlement of any such Proceeding effected without the written consent of
such Underwriter but if settled with the written consent of such Underwriter,
such Underwriter agrees to indemnify and hold harmless the Company and any such
person from and against any loss or liability by reason of such settlement.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the indemnifying party agrees that it shall be liable for any
settlement of any Proceeding effected without its written consent if (i) such
settlement is entered into more than 45 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement and (iii) such indemnified party shall have given
the indemnifying party at least 45 days' prior notice of its intention to
settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened Proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such Proceeding and does
not include an admission of fault, culpability or a failure to act by or on
behalf of such indemnified party.

            (c) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 9 or insufficient to hold an indemnified party harmless in respect of
any Losses referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such Losses (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Shares or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company 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.
The relative benefits received by the Company on the one hand and the
Underwriters on the other shall be deemed to be in the same respective
proportions as (x) the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by the Company
are to (y) the total underwriting discounts and commissions received by the
Underwriters. The relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to, among other
things, whether the untrue statement or alleged untrue statement of a material
fact or omission or alleged omission relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

            (d) The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation (even if

<PAGE>
                                      -29-


the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to in subsection (c) above. Notwithstanding the provisions of this
Section 9, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Shares underwritten by such
Underwriter and distributed to the public were offered to the public exceeds the
amount of any damage which such Underwriter has otherwise been required to pay
by reason of such untrue statement or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 9 are several
in proportion to their respective underwriting commitments and not joint.

            (e) The indemnity and contribution agreements contained in this
Section 9 and the covenants, warranties and representations of the Company
contained in this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of any Underwriter, its partners,
directors or officers or any person (including each partner, officer or director
of such person) who controls any Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, or by or on behalf of the Company,
its directors or officers or any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall
survive any termination of this Agreement or the issuance and delivery of the
Shares. The Company and each Underwriter agree promptly to notify each other of
the commencement of any Proceeding against it and, in the case of the Company,
against any of the Company's officers or directors in connection with the
issuance and sale of the Shares, or in connection with the Registration
Statement or the Prospectus.

            10. Information Furnished by the Underwriters. The statements set
forth in the second to last paragraph on the cover page of the Prospectus and
the statements set forth in the second, third, fourth and fifth sentences of the
sixth paragraph under the caption "Underwriting" in the Prospectus constitute
the only information furnished by or on behalf of the Underwriters as such
information is referred to in Sections 3 and 9 hereof.

            11. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by telegram and, if to
the Underwriters, shall be sufficient in all respects if delivered or sent to
UBS Securities LLC, 299 Park Avenue, New York, New York 10171-0026, Attention:
Syndicate Department and to J.P. Morgan Securities Inc., 277 Park Avenue, 9th
Floor, New York, NY 10172, Attention: Syndicate Desk and, if to the Company,
shall be sufficient in all respects if delivered or sent to the Company at the
offices of the Company at 10590 West Ocean Air Drive, San Diego, CA 92130,
Attention: Ronald F. Dutt.

            12. Governing Law; Construction. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement ("Claim"), directly or indirectly, shall be
governed by, and construed in accordance

<PAGE>
                                      -30-


with, the laws of the State of New York. The Section headings in this Agreement
have been inserted as a matter of convenience of reference and are not a part of
this Agreement.

            13. Submission to Jurisdiction. Except as set forth below, no Claim
may be commenced, prosecuted or continued in any court other than the courts of
the State of New York located in the City and County of New York or in the
United States District Court for the Southern District of New York, which courts
shall have jurisdiction over the adjudication of such matters, and the Company
consents to the jurisdiction of such courts and personal service with respect
thereto. The Company hereby consents to personal jurisdiction, service and venue
in any court in which any Claim arising out of or in any way relating to this
Agreement is brought by any third party against the Representatives or any
indemnified party. Each of the Representatives and the Company (on its behalf
and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) in any way arising
out of or relating to this Agreement. The Company agrees that a final judgment
in any such action, proceeding or counterclaim brought in any such court shall
be conclusive and binding upon the Company and may be enforced in any other
courts to the jurisdiction of which the Company is or may be subject, by suit
upon such judgment.

            14. Parties at Interest. The Agreement herein set forth has been and
is made solely for the benefit of the Underwriters and the Company and to the
extent provided in Section 9 hereof the controlling persons, partners, directors
and officers referred to in such section, and their respective successors,
assigns, heirs, personal representatives and executors and administrators. No
other person, partnership, association or corporation (including a purchaser, as
such purchaser, from any of the Underwriters) shall acquire or have any right
under or by virtue of this Agreement.

            15. Counterparts. This Agreement may be signed by the parties in one
or more counterparts which together shall constitute one and the same agreement
among the parties.

            16. Successors and Assigns. This Agreement shall be binding upon the
Underwriters and the Company and their successors and assigns and any successor
or assign of any substantial portion of the Company's and any of the
Underwriters' respective businesses and/or assets.

            17. Miscellaneous. UBS Securities LLC, an indirect, wholly owned
subsidiary of UBS AG, is not a bank and is separate from any affiliated bank,
including any U.S. branch or agency of UBS AG. Because UBS is a separately
incorporated entity, it is solely responsible for its own contractual
obligations and commitments, including obligations with respect to sales and
purchases of securities. Securities sold, offered or recommended by UBS are not
deposits, are not insured by the Federal Deposit Insurance Corporation, are not
guaranteed by a branch or agency, and are not otherwise an obligation or
responsibility of a branch or agency.

<PAGE>
                                      -31-


            If the foregoing correctly sets forth the understanding between the
Company and the several Underwriters, please so indicate in the space provided
below for that purpose, whereupon this agreement and your acceptance shall
constitute a binding agreement between the Company and the Underwriters,
severally.

                                Very truly yours,

                                SOLA INTERNATIONAL INC.


                                By:        /s/  Jeremy C. Bishop
                                    ------------------------------------------
                                    Title:  President & CEO


Accepted and agreed to as
of the date first above
written, on behalf of
themselves and the other
several Underwriters named
in Schedule A

UBS SECURITIES LLC
J.P. MORGAN SECURITIES INC.


By:      UBS SECURITIES LLC



By:               /s/  Michael Robinson
      -----------------------------------------
       Title:  Managing Director

By:               /s/  Peter Pirsch
      -----------------------------------------
       Title:  Associate Director


By:    J.P. MORGAN SECURITIES INC.



By:               /s/  Sonia Lee
      -----------------------------------------
       Title:  Vice President


<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                   Number of
Underwriter                                                       Firm Shares
-----------                                                       -----------
<S>                                                               <C>
UBS SECURITIES LLC                                                 2,250,000

J.P. MORGAN SECURITIES INC.                                        2,250,000
ROBERT W. BAIRD & CO. INCORPORATED                                   900,000
FIRST ALBANY CAPITAL INC.                                            600,000
                                                                  -----------
               Total...............................                6,000,000
                                                                  ===========
</TABLE>

<PAGE>
                                      -2-


                                   SCHEDULE B

<TABLE>
<CAPTION>
                                                                             % OWNED BY THE        JURISDICTION OF
                   SUBSIDIARY                         TYPE OF ENTITY            COMPANY             INCORPORATION
                   ----------                         --------------            -------             -------------
<S>                                                   <C>                    <C>                   <C>
SOLA Brasil Industria Optica Ltda.                     Corporation                100%                 Brazil
SOLA Optical Holdings S.A.R.L.                         Corporation                100%                 France
Industrie Optique SOLA S.A.                            Corporation                100%                 France
AO Ouest Optique S.A.                                  Corporation                100%                 France
SOLA Optical Italia S.p.A.                             Corporation                100%                  Italy
</TABLE>

<PAGE>
                                      -3-


                                    EXHIBIT A

Maurice Cunniffe

Jeremy Bishop

Jackson Schultz

Doug Danforth

Robert Muh

Neil Leach

Ron Dutt

Simon Edwards

Gaetano Sciuto

Wayne Rockall

Barry Packham

Mark Ashcroft


<PAGE>


                                    EXHIBIT B

                              OFFICERS' CERTIFICATE

1.    I have reviewed the Registration Statement and the Prospectus.

2.    The representations and warranties of the Company as set forth in this
      Agreement are true and correct as of the time of purchase and, if
      applicable, the additional time of purchase.

3.    The Company has performed all of its obligations under this Agreement as
      are to be performed at or before the time of purchase and at or before the
      additional time of purchase, as the case may be.

4.    The conditions set forth in paragraphs (f) and (g) of Section 6 of this
      Agreement have been met.

5.    The financial statements and other financial information included in the
      Registration Statement and the Prospectus fairly present in all material
      respects the financial condition, results of operations, and cash flows of
      the Company as of, and for, the periods presented in the Registration
      Statement.