






                                                     W&C DRAFT OF March 12, 1998
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                               [2,700,000] SHARES

                         REALTY INFORMATION GROUP, INC.

                                  COMMON STOCK





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


                             UNDERWRITING AGREEMENT
                            SELECTED DEALER AGREEMENT


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




                             _________________, 1998


================================================================================


<PAGE>




                               [2,700,000] SHARES

                         REALTY INFORMATION GROUP, INC.
                                  COMMON STOCK


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



                             UNDERWRITING AGREEMENT


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



                                                            ______________, 1998



ALLEN & COMPANY INCORPORATED
NEEDHAM & CO., INC.
  As Representatives of the Several
  Underwriters
c/o Allen & Company Incorporated
711 Fifth Avenue
New York, New York  10022

Dear Sirs:

     REALTY INFORMATION GROUP, INC., a Delaware corporation (the "Company"), and
the selling  stockholders,  consisting of the stockholders of Jamison  Research,
Inc.  specified  on  Schedule  C attached  hereto  (collectively,  the  "Selling
Stockholders")  hereby  confirm their  agreement  with the several  Underwriters
named in  Schedule A hereto  (the  "Underwriters"),  for which you are acting as
representatives (the "Representatives"), as follows:

     1.  DESCRIPTION  OF  SECURITIES.  The Company has authorized by appropriate
corporate  action  and  proposes  to issue  and sell to the  Underwriters  up to
[2,109,091]  shares of its Common Stock, $.01 par value, as further described in
Section 3 hereof.  The shares of Common Stock to be sold to the  Underwriters by
the  Company  are  herein  referred  to as the  "Company  Shares".  The  Selling
Stockholders  propose to sell to the  Underwriters up to [590,909] shares of the
Company's Common Stock (the "Stockholder  Shares").  In addition, as provided in
Section 3 hereof,  the  Company is  granting  to the  Underwriters  an option to
purchase up to [270,000]  additional  shares of the Company's  Common Stock (the
"Option Shares"). The "Company Shares," the "Stockholder Shares" and the "Option
Shares" are herein collectively referred to as the "Shares."

<PAGE>


     2.  REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  OF THE  COMPANY  AND THE
SELLING STOCKHOLDERS.

     As used in this Section 2, the "Company" shall mean each of the Company
and,  where  applicable,  each of Realty  Information  Group,  L.P.,  a Delaware
limited  partnership  ("RIGLP"),  and Old  RIG,  Inc.,  a  Delaware  corporation
("RIGINC",  formerly  Realty  Information  Group,  Inc.),  predecessors  to  the
Company, with respect to the business and operations of the Company as conducted
through the First Closing Date  (hereinafter  defined).  "Related  Transactions"
shall  mean each of (i) the  transactions  to be  consummated  pursuant  to that
certain  Agreement  and Plan of  Contribution  dated  March ___,  1998 among the
Company,  the stockholders of RIGINC and the limited partners of RIGLP (the "RIG
Contribution Agreement") and (ii) the transactions to be consummated pursuant to
that certain  Agreement and Plan of  Contribution  dated February 17, 1998 among
the  Company,  RIGINC,  RIGLP,  Jamison  Research  Inc.,  a Georgia  corporation
("Jamison"),   and  the  stockholders  of  Jamison  (the  "Jamison  Contribution
Agreement").

          (a) The  Company  represents  and  warrants  to and  agrees  with each
     Underwriter that:

               (i) A registration  statement on Form S-1 (File No. 333-________)
          with  respect  to  the  Shares,   including  a  preliminary   form  of
          prospectus, copies of which have heretofore been delivered to you, has
          been prepared by the Company in conformity  with the  requirements  of
          the Securities Act of 1933, as amended (the "Act"),  and the rules and
          regulations  (the  "Rules  and  Regulations")  of the  Securities  and
          Exchange  Commission  (the  "Commission")  under the Act, and has been
          filed with the Commission  under the Act; such amendment or amendments
          to such registration  statement,  copies of which have heretofore been
          delivered  to you,  as may have  been  made  prior to the date of this
          Agreement  have been so  prepared  and filed;  and the  Company has so
          prepared  and  proposes  so to  file  in a  timely  manner  after  the
          effective  date of  such  registration  statement  the  final  form of
          prospectus.   Such  registration  statement  (including  all  exhibits
          thereto),   as  finally  amended  and  revised  as  of  the  time  the
          Underwriters  first  offer the Shares for sale to the public  together
          with  information,   if  any,  which  is  permitted  to  be,  and  is,
          subsequently filed pursuant to Rule 430A of the Rules and Regulations,
          is herein referred to as the "Registration Statement". Such prospectus
          in  the  form  filed   pursuant  to  Rule  424(b)  of  the  Rules  and
          Regulations,  or, if no final  prospectus is filed with the Commission
          pursuant  to Rule  424(b),  in such form as such final  prospectus  is
          included in the Registration  Statement,  is herein referred to as the
          "Prospectus".  Each  preliminary form of prospectus is herein referred
          to as a "Preliminary Prospectus".

               (ii) The  Commission  has not  issued  any  order  preventing  or
          suspending  the  use of any  Preliminary  Prospectus.  At the  time of
          filing of each Preliminary Prospectus, such prospectus did not include
          any untrue  statement of a material fact or omit to state any material
          fact required to be stated therein or necessary

                                      -2-

<PAGE>


          to make the statements  therein not misleading.  When the Registration
          Statement becomes effective and at all times subsequent  thereto up to
          and at each Closing Date  (hereinafter  defined) (i) the  Registration
          Statement and Prospectus  and any  amendments or  supplements  thereto
          will contain as of their respective dates all material  statements and
          information  which are required to be included  therein in  accordance
          with  the Act and  Rules  and  Regulations  and  will in all  material
          respects  conform  to the  requirements  of the Act and the  Rules and
          Regulations,  and (ii)  neither  the  Registration  Statement  nor the
          Prospectus,  nor any amendment or supplement thereto,  will include as
          of their  respective  dates any untrue statement of a material fact or
          omit to state any  material  fact  required  to be stated  therein  or
          necessary to make the  statements  therein not  misleading;  provided,
          however,  that the foregoing  representations and warranties shall not
          apply to  information  contained in or omitted  from the  Registration
          Statement or the  Prospectus  or any such  amendment or  supplement in
          reliance upon, and in conformity with, written  information  furnished
          to the Company by any Underwriter  through you specifically for use in
          the preparation thereof.

               (iii)  Set  forth  on  Schedule  B  hereto  is the  name  of each
          subsidiary  of the Company  which holds assets or conducts  operations
          which are material to the condition (financial or otherwise),  results
          of  operations,  business  or  prospects  of the Company and each such
          subsidiary taken as a whole and, unless otherwise  indicated  thereon,
          the Company  holds all right,  title and interest in and to the entire
          equity  interest in each such  subsidiary.  Except as described in the
          Prospectus, subsequent to the respective dates as of which information
          is given in the Registration Statement and the Prospectus, neither the
          Company,  nor any entity which is either  identified in the Prospectus
          as a  subsidiary  of the Company or listed on Schedule B hereto  (each
          individually  a "Subsidiary"  and  collectively  the  "Subsidiaries"),
          taken as a whole,  has  incurred  any  direct  or,  to the best of the
          Company's  knowledge,  contingent  material  liabilities  or  material
          obligations,  or entered into any material  transactions  or contracts
          not in the  ordinary  course of  business,  and there has not been any
          change in its capital  shares,  options or warrants,  nor any material
          increase or decrease in the amount  thereof  outstanding  or in any of
          its long-term debt  outstanding,  except  pursuant to the terms of the
          instruments  governing the same, or any material adverse change in the
          condition (financial or otherwise), results of operations, business or
          prospects of the Company and the Subsidiaries taken as a whole.

               (iv)  Except  as set  forth in the  Prospectus,  there is not now
          pending or, to the knowledge of the Company,  threatened,  any action,
          suit or proceeding  to which the Company or any  Subsidiary is a party
          before any court or governmental  agency or body which might result in
          any material adverse change in the condition (financial or otherwise),
          results of  operations,  business or  prospects of the Company and the
          Subsidiaries  taken as a  whole,  or might  materially  and  adversely
          affect  the   properties,   assets  or  ability  to  do   business  as
          contemplated  in the  Prospectus  of the Company and the  Subsidiaries
          taken as a whole; and there are no contracts or documents required

                                      -3-

<PAGE>


          to be filed as exhibits to the Registration Statement by the Act or by
          the Rules and Regulations which have not been filed as exhibits to the
          Registration Statement.

               (v)  This  Agreement,  the  RIG  Contribution  Agreement  and the
          Jamison Contribution Agreement have been duly authorized, executed and
          delivered on behalf of the Company,  RIGINC and RIGLP,  as applicable,
          and constitute valid and binding agreements of the Company, RIGINC and
          RIGLP,  as  applicable,  enforceable  in accordance  with their terms,
          except  (1)  that  such  enforcement  may be  subject  to  bankruptcy,
          insolvency,  reorganization,  moratorium  or other similar laws now or
          hereafter in effect relating to creditors' rights, (2) that the remedy
          of specific  performance  and  injunctive and other forms of equitable
          relief may be subject to equitable  defenses and to the  discretion of
          the court before which any proceeding  therefor may be brought and (3)
          as rights to indemnity  or  contribution  hereunder  may be limited by
          federal  or  state  securities  laws;  the  execution,   delivery  and
          performance of this Agreement,  the RIG Contribution Agreement and the
          Jamison   Contribution   Agreement   and  the   consummation   of  the
          transactions herein contemplated and the Related Transactions will not
          result  in a breach  or  violation  of any term or  provision  of,  or
          constitute  a default  under,  any  currently  existing  statute,  any
          indenture,  mortgage, deed of trust, note agreement or other agreement
          or instrument to which the Company,  RIGINC and RIGLP,  as applicable,
          or any  Subsidiary is a party or by which it or its property is bound,
          the  charter  or  by-laws  or other  organizational  documents  of the
          Company,  RIGINC and RIGLP,  as  applicable,  or any Subsidiary or any
          order, rule or regulation of any court or governmental  agency or body
          having jurisdiction over the Company, RIGINC and RIGLP, as applicable,
          or over their properties; no consent, approval, authorization or order
          of any  court  or  governmental  agency  or body is  required  for the
          consummation by the Company,  RIGINC and RIGLP, as applicable,  of the
          transactions   on  its  part  herein   contemplated   or  the  Related
          Transactions,  except such as may be required  under the Act or as may
          be  required  under  state  or  other  securities  or blue sky laws in
          connection  with the  purchase and  distribution  of the Shares by the
          Underwriters;  and none of the Company, RIGINC or RIGLP nor any of the
          Subsidiaries  is now in default,  and no event has occurred which with
          the  giving  of notice  or lapse of time or both  would be a  default,
          under  any   contract,   agreement,   indenture,   mortgage  or  other
          undertaking  to which such  entity is a party and which is material to
          the  condition  (financial  or  otherwise),   results  of  operations,
          business or prospects of the Company and the  Subsidiaries  taken as a
          whole.

               (vi) Each of the Company,  RIGINC, RIGLP and the Subsidiaries has
          been duly  incorporated  or  organized  and is validly  existing  as a
          corporation or limited  partnership in good standing under the laws of
          the jurisdiction of its incorporation or organization, with full power
          and  authority,  corporate or  otherwise,  to own its  properties  and
          conduct its business as described and contemplated in the Registration
          Statement,  and  is  duly  qualified  to  do  business  as  a  foreign
          corporation  or  limited  partnership  in good  standing  in all other
          jurisdictions  where its operations or ownership of property  requires
          such qualifications and where failure so to qualify would impair title


                                      -4-

<PAGE>


          to any material  properties of the Company which would have a material
          adverse  effect on the condition  (financial or otherwise)  results of
          operations, business or prospects of the Company and the Subsidiaries,
          taken as a whole, or expose it to liabilities  material to the Company
          and the Subsidiaries taken as a whole in such jurisdictions.

               (vii) The  Company has the  authorized  and  outstanding  capital
          stock set forth in the Prospectus;  the  outstanding  capital stock of
          the  Company  conforms,  and the Shares when issued and sold as herein
          contemplated will conform, in all material respects, to all statements
          in relation thereto  contained in the  Registration  Statement and the
          Prospectus  and all  such  stock  has  been  duly  authorized  and the
          outstanding  capital  stock has been and the  Shares,  when issued and
          delivered against payment therefor as provided herein, will be validly
          issued,  fully-paid  and  nonassessable;   except  as  stated  in  the
          Prospectus,  the stockholders of the Company have no preemptive rights
          with  respect  to the  Shares  and  there are no  outstanding  rights,
          options or warrants to acquire any  securities of the Company;  to the
          extent that any rights,  options or warrants to acquire any securities
          of the Company are  outstanding,  except as otherwise set forth in the
          Prospectus,  the issuance of the Shares as described in the Prospectus
          will not result in an  adjustment  of the exercise  price or number of
          shares  issuable  upon the  exercise  in respect  of any such  rights,
          options  or  warrants;  and,  except  as  otherwise  set  forth in the
          Prospectus,  the Company  owns  (directly or  indirectly)  under valid
          title  the  respective  outstanding  shares  of  capital  stock of the
          Subsidiaries,  free and clear of any material  liens,  encumbrances or
          claims.

               (viii)  Except as otherwise set forth in the  Prospectus,  to the
          best of its knowledge,  each of the Company and the Subsidiaries  owns
          or possesses,  or can acquire on reasonable  terms,  adequate patents,
          patent licenses,  trademarks,  service marks and trade names necessary
          to carry on its  business as  presently  conducted,  and except as set
          forth  in  the  Prospectus,   neither  the  Company  nor  any  of  the
          Subsidiaries  has received any notice of  infringement  of or conflict
          with  asserted  rights of others with respect to any  patents,  patent
          licenses, trademarks, service marks or trade names which, singly or in
          the aggregate,  if the subject of an unfavorable  decision,  ruling or
          finding,   could   materially  and  adversely   affect  the  condition
          (financial or otherwise),  earnings, affairs, business or prospects of
          the Company and the Subsidiaries taken as a whole.

               (ix) Except as stated in the  Prospectus,  the  Company  holds in
          good   standing   or  has   applied   for   all   licenses,   permits,
          authorizations, franchises, consents and orders of all federal, state,
          local,  and  foreign  governmental  bodies  necessary  to carry on its
          business as reflected or  contemplated  in the  Prospectus;  except as
          stated in the Prospectus the Company has good and marketable  title to
          all personal  property owned by it, in each case free and clear of all
          liens,  encumbrances  and  defects  with  such  exceptions  as are not
          material to the Company and the Subsidiaries taken as a whole; and the
          real property and personal  property  referred to in the Prospectus as
          held under lease by the Company is held by it under valid,  subsisting
          and  enforceable  leases with only such exceptions as in the aggregate
          are not material and do not materially interfere with

                                      -5-

<PAGE>


          the conduct of the business of the Company and the Subsidiaries  taken
          as a whole as contemplated by the Prospectus.

               (x) To the best of its  knowledge,  the Company is conducting and
          proposes  to  conduct  its  business  so as to comply in all  material
          respects  with  all  applicable  federal,  state,  local  and  foreign
          governmental statutes, rules and regulations;  and except as set forth
          in the  Prospectus,  neither the Company nor any Subsidiary is charged
          with,  or,  to the  best of the  knowledge  of the  Company,  is under
          investigation  with respect to, any violation of any of such statutes,
          rules or  regulations  or is the subject of any pending or  threatened
          proceeding by any governmental body or regulatory  authority  relating
          to any such violation.

               (xi) The  Company  and each of the  Subsidiaries  are  insured by
          insurers of recognized  financial  responsibility  against such losses
          and risks and in such  amounts as are  prudent  and  customary  in the
          business in which they are engaged; and neither the Company nor any of
          the Subsidiaries has any reason to believe that it will not be able to
          renew  its  existing  insurance  coverage  as and when  such  coverage
          expires or to obtain similar  coverage from similar insurers as may be
          necessary to continue its business at a cost that would not materially
          and  adversely  affect the  business  or  financial  condition  of the
          Company and the Subsidiaries taken as a whole,  except as described or
          contemplated in the Prospectus.

               (xii) Ernst & Young LLP,  which has  examined and  expressed  its
          opinion on certain of the  financial  statements  of the Company filed
          with the Commission as a part of the Registration  Statement,  are, to
          the Company's best knowledge,  independent accountants with respect to
          the  Company  within  the  meaning  of  the  Act  and  the  Rules  and
          Regulations;  the  financial  statements,  together  with the  related
          notes,  forming  part of the  Registration  Statement  and  Prospectus
          fairly present the financial  condition of the Company and its results
          of  operations  as of the dates and for the periods  described in such
          opinion in the  Prospectus;  and such financial  statements  have been
          prepared in accordance with the requirements of the Commission.

               (xiii) The Company and each of the Subsidiaries maintain a system
          of  internal  accounting  controls  sufficient  to provide  reasonable
          assurances   that   transactions   are  executed  in  accordance  with
          management's  general or specific  authorizations  and are recorded as
          necessary to permit preparation of financial  statements in conformity
          with generally accepted accounting principles.

               (xiv) Except as stated in the Prospectus, the Company knows of no
          outstanding  claims for  services,  either in the nature of a finder's
          fee or origination fee, with respect to the transactions  contemplated
          hereby  and the  Related  Transactions,  and  the  Company  agrees  to
          indemnify and hold the  Underwriters  harmless from any such claim for
          any such  services of such nature  arising  from the act of any person
          other than any Underwriter.


                                      -6-

<PAGE>


               (xv) Except for the Selling Stockholders, no person holds a right
          to require or  participate  in the  registration  under the Act of the
          Common  Stock  of the  Company  to be  effected  by  the  Registration
          Statement,  which right has not been effectively  waived by the holder
          thereof as of the date hereof.

               (xvi)  The  Company  has  obtained  from  each  of its  officers,
          directors  and  holders  of 1% or more of the shares of, or options to
          purchase shares of, the Company's  Common Stock an executed  agreement
          that, except as otherwise specifically altered in such agreement, they
          will  not,  without  the  prior  written  consent  of Allen &  Company
          Incorporated  on behalf  of the  Underwriters,  sell,  offer for sale,
          contract to sell or otherwise  dispose of any shares of the  Company's
          Common Stock or any securities exercisable for or convertible into its
          Common  Stock  for a period  of [240]  days from the date of the final
          Prospectus, subject to certain exceptions.

          (b) Each Selling  Stockholder,  jointly and severally,  represents and
     warrants to, and agrees with, each Underwriter and the Company that:

               (i) All consents, approvals, authorizations, and orders necessary
          for the  execution  and delivery by such Selling  Stockholder  of this
          Agreement and the Jamison Contribution Agreement, and for the sale and
          delivery  of  the  Stockholder  Shares  to be  sold  by  such  Selling
          Stockholder  hereunder  (other than, at the time of execution  hereof,
          (if the Registration  Statement has not yet been declared effective by
          the Commission) the issuance of the order of the Commission  declaring
          the  Registration   Statement   effective  and  such   authorizations,
          approvals or consents as may be necessary from the NASD or under state
          or other securities or Blue Sky laws) have been obtained. Such Selling
          Stockholder  has full right,  power and  authority  to enter into this
          Agreement and the Jamison Contribution  Agreement and to sell, assign,
          transfer,  and  deliver  the  Stockholder  Shares  to be  sold by such
          Selling  Stockholder  hereunder  and to  consummate  the  transactions
          contemplated by the Jamison Contribution Agreement. This Agreement and
          the  Jamison  Contribution  Agreement  have  been  duly  executed  and
          delivered  by such  Selling  Stockholder  and are  valid  and  binding
          agreements,  enforceable  in accordance  with their terms,  except (1)
          that  such  enforcement  may be  subject  to  bankruptcy,  insolvency,
          reorganization,  moratorium  or other similar laws now or hereafter in
          effect relating to creditors'  rights, (2) that the remedy of specific
          performance and injunctive and other forms of equitable  relief may be
          subject  to  equitable  defenses  and to the  discretion  of the court
          before which any proceeding  therefor may be brought and (3) as rights
          to indemnity or  contribution  hereunder  may be limited by federal or
          state securities laws.

               (ii)  Neither the sale of  Stockholder  Shares to be sold by such
          Selling  Stockholder  hereunder,  nor  the  execution,  delivery,  and
          performance  of this Agreement or the Jamison  Contribution  Agreement
          will result in a breach or violation of any material term or provision
          of, or constitute a default under, any currently existing material and
          relevant statute,  any material  indenture,  mortgage,  deed of trust,
          loan or

                                      -7-

<PAGE>

          note  agreement,  or other  material  agreement or instrument to which
          such  Selling  Stockholder  is  a  party  or  by  which  such  Selling
          Stockholder is bound,  or any order,  rule, or regulation of any court
          or governmental  agency or body having  jurisdiction over such Selling
          Stockholder or over any of such Selling Stockholder's properties.

               (iii)   Immediately  prior  to  the  Closing  Date  such  Selling
          Stockholder  will have,  valid and marketable title to the Stockholder
          Shares  to be sold by such  Selling  Stockholder  hereunder,  free and
          clear of all liens,  encumbrances,  equities,  and claims  (other than
          pursuant  to  this  Agreement  and   restrictions   under   applicable
          securities law). Upon delivery of such Stockholder  Shares and payment
          therefor   pursuant  hereto,   valid  and  marketable  title  to  such
          Stockholder  Shares,  free  and  clear  of  all  liens,  encumbrances,
          equities, and claims, will pass to the Underwriters.

               (iv)  Such  Selling  Stockholder  has not taken and will not take
          (directly or indirectly)  any action which is designed to or which has
          constituted  or might  reasonably  be  expected  to cause or result in
          stabilization  or  manipulation  of the price of any  security  of the
          Company in order to facilitate the sale or resale of the Shares.

               (v) Any statement or omission in the Registration Statement,  the
          Prospectus, or any post-effective amendment or supplement thereto that
          is or was  made  in  reliance  upon  and in  conformity  with  written
          information  furnished  to the  Company  by such  Selling  Stockholder
          expressly  for use  therein  is  true,  complete  and  correct  in all
          material  respects  and does not  contain  any untrue  statement  of a
          material fact or omit to state any material fact required to be stated
          therein  or  necessary  to  make  such  statements,  in  light  of the
          circumstances under which they were made, not misleading.

               (vi) Nothing has come to such Selling Stockholder's  attention to
          cause it to have reason to believe that the Company's  representations
          and warranties contained in this Agreement or the Jamison Contribution
          Agreement are not accurate in any material respect.

               (vii)  Such   Selling   Stockholder   has   carefully   read  the
          Registration  Statement,  the  Prospectus,  and this Agreement and the
          Jamison  Contribution  Agreement  and that to its best  knowledge  its
          representations,  warranties,  and other statements  contained in this
          Agreement and the Jamison  Contribution  Agreement are accurate in all
          material  respects  on the date  hereof  and will be  accurate  in all
          material  respects on and as of the First  Closing Date (as defined in
          Section 3 hereof) with the same effect as if made on the First Closing
          Date,  and  such  Selling   Stockholder   has  performed  all  of  its
          obligations  and satisfied all  conditions on its part to be performed
          or satisfied at or prior to the First Closing Date.

     3.   PURCHASE,   SALE  AND  DELIVERY  OF  SHARES.   On  the  basis  of  the
representations,  warranties and agreements herein contained, but subject to the
terms and  conditions  herein set forth,  (i) the Company agrees to sell to each
Underwriter and each

                                      -8-

<PAGE>

Underwriter agrees, severally and not jointly, to purchase from the Company at a
purchase price of $______ [INSERT PRICE AFTER UNDERWRITERS' FEES] per Share, the
aggregate  number  of  Company  Shares  set  forth  opposite  the  name  of such
Underwriter in Schedule A hereto under the column "Company  Shares" and (ii) the
Selling  Stockholders  agree to sell to each  Underwriter,  and each Underwriter
agrees,  severally and not jointly, to purchase from the Selling Stockholders at
a purchase price of $____________  [INSERT PRICE AFTER  UNDERWRITERS'  FEES] per
Share, the aggregate number of Stockholder Shares set forth opposite the name of
such Underwriter in Schedule A hereto under the column "Stockholder Shares."

     The Company will deliver the Company Shares,  and the Selling  Stockholders
will  deliver the  Stockholder  Shares,  to you for the  accounts of the several
Underwriters  at the office of Allen & Company  Incorporated,  711 Fifth Avenue,
New York, New York,  against payment of the purchase price therefor by certified
or official  bank check or checks in New York Clearing  House funds,  payable to
the order of  Realty  Information  Group,  Inc.,  and the  order of the  Selling
Stockholders listed on Schedule C hereto, respectively,  at 10:00 A.M., New York
Time,  on  ____________________,  1998, or at such other time and date not later
than five full  business days  thereafter as you and the Company may  determine,
such time and date of  delivery  and  payment  being  herein  called  the "First
Closing Date".  The  certificates for the Shares to be so delivered will be made
available  to you at such  office for  checking at least one full  business  day
prior to such  Closing Date and will be in such names and  denominations  as you
may request not less than two full business days prior to such Closing Date.

     On the  basis of the  representations,  warranties  and  agreements  herein
contained, but subject to the terms and conditions herein set forth, the Company
grants to the  Underwriters an option to purchase up to [270,000]  Option Shares
at the same price per share as the Underwriters shall pay for the Company Shares
and  the  Stockholder  Shares.  Such  option  may be  exercised  only  to  cover
over-allotments  arising in  connection  with the sale of Company  Shares by the
Underwriters,  such  exercise  to be upon  written  notice by you to the Company
within 45 days of the date hereof  setting  forth the number of Option Shares as
to which the Underwriters are exercising the option, the denominations and names
in which  certificates  for such Shares  should be  registered  and the time and
place at which  such  certificates  are to be  delivered.  Such  time and  place
(unless such time is the First Closing Date),  herein referred to as the "Second
Closing  Date",  shall be  determined  by you but shall not be earlier  than the
First Closing Date,  nor earlier than three full business days or later than ten
full business  days after the exercise of such option.  The Company will deliver
Option  Shares  to you for the  accounts  of the  several  Underwriters  against
payment of the purchase  price  therefor by certified or official  bank check or
checks in New York Clearing House funds payable to the order of the Company. The
number of Option Shares to be purchased by each Underwriter shall be in the same
proportion to the aggregate  number of Option Shares  purchased as the number of
Company Shares plus the number of Stockholder Shares set forth opposite the name
of such Underwriter in Schedule A hereto bears to [2,700,000].

     It is understood that you,  individually and not as the  Representatives of
the several  Underwriters,  may (but shall not be obligated  to) make payment on
behalf of any Underwriter


                                      -9-
<PAGE>


or Underwriters  for Shares to be purchased by such Underwriter or Underwriters.
Any such payment by you shall not relieve any such  Underwriter or  Underwriters
of any of its or their obligations hereunder.

     After  the   Registration   Statement   becomes   effective,   the  several
Underwriters  propose  to offer  the  Shares  to the  public as set forth in the
Prospectus.

     4.  COVENANTS OF THE  COMPANY.  The Company  covenants  and agrees with the
several Underwriters that:

          (a) The Company  will use its best  efforts to cause the  Registration
     Statement  and any  subsequent  amendment  thereto to become  effective  as
     promptly as possible;  it will notify you,  promptly after it shall receive
     notice  thereof,  of  the  time  when  the  Registration  Statement  or any
     subsequent amendment to the Registration  Statement has become effective or
     any  supplement  to the  Prospectus  has been  filed;  it will  notify  you
     promptly of any request by the Commission for the amending or supplementing
     of the Registration Statement or Prospectus or for additional  information;
     it will prepare and file with the  Commission,  promptly upon your request,
     any amendments or supplements to the  Registration  Statement or Prospectus
     which,  in your  reasonable  opinion,  may be  necessary  or  advisable  in
     connection with the distribution of the Shares by the Underwriters; it will
     promptly  prepare and file with the Commission,  and promptly notify you of
     the filing of, any amendments or supplements to the Registration  Statement
     or  Prospectus  which  may  be  necessary  to  correct  any  statements  or
     omissions,  if, at any time when a  prospectus  relating  to the  Shares is
     required to be delivered  under the Act, any event shall have occurred as a
     result of which the  Prospectus  or any other  prospectus  relating  to the
     Shares as then in effect  would  include an untrue  statement of a material
     fact or omit to state any material  fact  necessary to make the  statements
     therein not  misleading;  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 sales of the Shares,  it will prepare  promptly
     upon request,  but at the expense of such  Underwriter,  such  amendment or
     amendments  to  the   Registration   Statement   and  such   prospectus  or
     prospectuses as may be necessary to permit compliance with the requirements
     of Section 10(a)(3) of the Act; and it will file no amendment or supplement
     to the Registration  Statement or Prospectus that shall not previously have
     been  submitted to you in writing a  reasonable  time prior to the proposed
     filing  thereof with an opportunity to review and comment on such amendment
     or supplement.

          (b) The  Company  will  advise you,  promptly  after it shall  receive
     notice or obtain  knowledge  thereof,  of the issuance by the Commission of
     any stop order suspending the  effectiveness of the Registration  Statement
     or of any order suspending  trading in the Shares or other of the Company's
     securities  or of the  initiation  or  threat  of any  proceeding  for that
     purpose;  and it will use promptly its best efforts to prevent the issuance
     of any stop order or to obtain its  withdrawal  if such a stop order should
     be issued.

          (c) The  Company  will use its best  efforts to qualify the Shares for
     sale under the blue sky or securities laws of such jurisdictions as you may
     reasonably designate and

                                      -10-

<PAGE>


     to continue  such  qualifications  in effect for so long as may be required
     for  purposes of the  distribution  of the Shares,  except that the Company
     shall not be required in connection  therewith or as a condition thereof to
     qualify as a foreign corporation or to execute a general consent to service
     of process in any state.

          (d) The Company will furnish to you, as soon as  available,  copies of
     the  Registration  Statement (at least two of which will be signed and will
     include all exhibits), each Preliminary Prospectus, the Prospectus, and any
     amendments or  supplements  to such  documents,  including  any  prospectus
     prepared to permit compliance with Section 10(a)(3) of the Act, all in such
     quantities as you may from time to time reasonably request.

          (e) The Company will make generally  available to its  securityholders
     as soon as practicable,  a financial statement (which will be in reasonable
     detail but need not be audited)  covering a 12-month period beginning after
     the effective date of the  Registration  Statement  which shall satisfy the
     provisions of Section 11(a) of the Act.

          (f) The Company  agrees,  during each fiscal year for a period of five
     years from the date hereof,  to furnish to its  stockholders as promptly as
     may be practicable an annual report (including financial statements audited
     by  independent  public  accountants)  and to furnish  quarterly  financial
     statements  (which  need not be  audited  and  which  may be  condensed  or
     summarized)  for each of the first  three  quarters  of each  fiscal  year,
     statements  of  operations  and surplus of the Company for such  quarter in
     reasonable  detail and  certified by the Company's  principal  financial or
     accounting  officer, or the Company's quarterly report on Form 10-Q; (i) as
     soon as practicable after the end of each fiscal year, financial statements
     of the Company as at the end of such fiscal year,  including  statements of
     operations,  retained  earnings  and changes in  financial  position of the
     Company for such fiscal year, all in reasonable detail and accompanied by a
     copy  of the  report  thereon  of  independent  public  accountants  or the
     Company's  annual  report  on Form  10-K;  and  (ii)  as  soon as they  are
     available,  copies of all reports and financial  statements furnished to or
     filed  with  the  Commission.  During  such  period,  if and so long as the
     Company shall have active subsidiaries,  the foregoing financial statements
     shall  be on a  combined  or  consolidated  basis  to the  extent  that the
     accounts of the Company and its subsidiaries are combined or consolidated.

          (g) The Company  covenants  and agrees  with the several  Underwriters
     that the Company will pay or cause to be paid the following:  (i) the fees,
     disbursements,  and expenses of the Company's  counsel and  accountants  in
     connection  with the  registration  of the Shares  under the Act;  (ii) all
     other expenses in connection with the preparation,  printing, and filing of
     the Registration Statement, each Preliminary Prospectus, and the Prospectus
     and amendments and supplements  thereto,  and the mailing and delivering of
     copies thereof to the Underwriters and dealers;  (iii) the cost of printing
     or duplicating this Agreement,  the Selected Dealer Agreement, the Blue Sky
     Memorandum,  and any  other  documents  in  connection  with the  offering,
     purchase,  sale and delivery of the Shares;  (iv) all costs and expenses in
     connection  with the issuance  and delivery of the Shares  hereunder to the
     Underwriters, including related transfer taxes, if any; (v) all expenses in
     connection with the qualification of the Shares for offering and


                                      -11-
<PAGE>


     sale under the  securities  laws of various  jurisdictions,  including  the
     reasonable  fees and  disbursements  of  counsel  for the  Underwriters  in
     connection  with such  qualification  and in  connection  with the Blue Sky
     Survey;  (vi) the filing fees  incident to securing any required  review by
     the National  Association of Securities  Dealers,  Inc. of the terms of the
     sale of the Shares; (vii) the costs of preparing stock certificates; (viii)
     the cost and charges of any transfer agent or registrar; and (ix) all other
     costs and  expenses  of the  Company  incident  to the  performance  of its
     obligations hereunder which are not otherwise  specifically provided for in
     this Section 4. The Company shall reimburse the Underwriters,  upon request
     from time to time, for their reasonable itemized  out-of-pocket expenses up
     to a maximum of $________, including their legal fees and disbursements and
     travel,   roadshow  and  syndicate  expenses,   upon  the  presentation  of
     reasonable  documentation  thereof.  If  the  Underwriters  are  unable  or
     unwilling  to proceed  with the  offering on the terms and  conditions  set
     forth in this  Agreement for any reason (except as set forth in the proviso
     below),  the  Underwriters  shall  bear  all  of  their  own  out-of-pocket
     expenses,  including legal fees and disbursements and travel,  roadshow and
     syndicate expenses;  provided,  however, that if the Underwriters' decision
     not to proceed with the offering on the terms and  conditions  set forth in
     this  Agreement  is based  upon any of the  reasons  specified  in  Section
     10(b)(i), (excluding termination for reasons that are beyond the reasonable
     control of the  Company)  the Company  shall be required to  reimburse  the
     Underwriters for their out-of-pocket expenses as specified in the preceding
     sentence.

          (h) The Company  agrees  that it will not,  for a period of [240] days
     after the date of the final  Prospectus,  without the prior written consent
     of Allen & Company Incorporated on behalf of the Underwriters,  sell, offer
     for sale, contract to sell or otherwise dispose of any shares of its Common
     Stock or any securities  exercisable for or convertible  into shares of its
     Common  Stock,  other  than  (i)  shares  issuable  pursuant  to  currently
     outstanding  rights,  options  and  warrants,  (ii) the grant of options or
     shares under the Company's  [Stock  Purchase and Option Plan];  or (iii) in
     connection with the acquisition of work,  products or businesses,  provided
     that in the case of this clause (iii) none of such shares shall be publicly
     realizable during such [240] day period, subject to certain exceptions.  In
     addition,  the Company also agrees to obtain the written  agreement of each
     officer,  director and holder of 1% or more of the shares of, or options to
     purchase shares of, the Company's Common Stock (including,  but not limited
     to, the Selling Stockholders) that such person will not, without such prior
     written  consent,  sell,  offer for  sale,  contract  to sell or  otherwise
     dispose of any of such Common Stock or any  securities  exercisable  for or
     convertible  into  Common  Stock held by such  holder for a period of [240]
     days after the date of the final  Prospectus,  except as may  otherwise  be
     specifically  allowed in the agreements  referenced in paragraph  2(a)(xvi)
     above.

     5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The obligations of the several
Underwriters to purchase and pay for the Company Shares and  Stockholder  Shares
on the First Closing Date and the Option  Shares on the Second  Closing Date, as
provided herein shall be subject to the accuracy, as of the date hereof and such
Closing Date (as if made on and as of such Closing Date), of the representations
and  warranties  of the  Company  and the Selling  Stockholders  herein,  to the
performance  by the Company and the Selling  Stockholders  of their  obligations
hereunder, and to the following additional conditions:

                                      -12-
<PAGE>


          (a) The  Registration  Statement shall have become effective not later
     than 5:30 P.M., New York City Time, on the date of this Agreement,  or such
     later date as shall be  consented  to in writing by you; if  required,  the
     Prospectus  and any amendment or  supplement  thereto shall have been filed
     with the  Commission  in the manner and within the time period  required by
     Rule 424(b) under the Act; and no stop order  suspending the  effectiveness
     thereof  shall have been issued and no  proceedings  for that purpose shall
     have been initiated or, to the knowledge of the Company or any Underwriter,
     threatened  by the  Commission,  and  any  request  of the  Commission  for
     additional information (to be included in the Registration Statement or the
     Prospectus   or   otherwise)   shall  have  been   complied  with  to  your
     satisfaction.

          (b)  Prior  to  such  Closing  Date,  except  as  contemplated  in the
     Prospectus, there shall not have been any change in the capital shares, nor
     the issuance of any material rights,  options,  or warrants to purchase any
     capital shares, nor any material increase or decrease in any long-term debt
     of the Company or any of the Subsidiaries or any material adverse change in
     the condition (financial or otherwise), results of operations,  business or
     prospects  of  the  Company  or  any  of the  Subsidiaries  which  in  your
     reasonable judgment renders it inadvisable to proceed with the offering and
     sale of the Shares.

          (c) You shall have received the opinion of Wilmer, Cutler & Pickering,
     counsel for the  Company,  in form and  substance  satisfactory  to you and
     dated such Closing Date, to the effect that:

               (i) each of the Company,  its Subsidiaries,  RIGINC and RIGLP has
          been duly  incorporated  or  organized  and is validly  existing  as a
          corporation  or  limited  partnership,  as the  case  may be,  in good
          standing under the laws of its jurisdiction of incorporation with full
          corporate power and authority to own its properties and to conduct its
          business  as  described  in the  Registration  Statement  and is  duly
          qualified  to  do  business  as  a  foreign   corporation  or  limited
          partnership,  as the case may be, in each state or jurisdiction  where
          its  operations  and the  ownership of its  properties  requires  such
          qualification,  except  with  respect  to  qualification  as a foreign
          corporation  or  limited  partnership,  as the  case  may be,  in such
          jurisdictions  in which the failure to so qualify has not had and will
          not have a material  adverse effect on the business of the Company and
          the Subsidiaries taken as a whole;

               (ii) the Company has authorized capital stock as set forth in the
          Prospectus;  all shares of Common Stock, including the Shares, conform
          as to  legal  matters  in all  material  respects  to the  appropriate
          descriptions  thereof under the heading "Description of Capital Stock"
          in the  Prospectus;  all  outstanding  shares of Company capital stock
          have been duly  authorized  and are  validly  issued,  fully  paid and
          non-assessable;   and  the  issuance  of  the  Shares  has  been  duly
          authorized  and,  when issued and  delivered in  accordance  with this
          Agreement,   the  Shares  will  be  validly  issued,  fully  paid  and
          non-assessable;  and,  except  as  described  in the  Prospectus,  the
          issuance of the Shares as described in the Prospectus  will not result
          in any adjustment of the exercise  price or number of shares  issuable
          upon exercise in respect of any outstanding options or warrants


                                      -13-

<PAGE>

          of the Company; and, except as otherwise set forth in the Registration
          Statement,  the  Company  owns  (directly  or  indirectly)  all of the
          respective  outstanding  shares  of  capital  stock  of  each  of  the
          Subsidiaries,  free and clear of any material  liens,  encumbrances or
          claims;

               (iii) each of this Agreement,  the RIG Contribution Agreement and
          the Jamison Contribution Agreement has been duly authorized,  executed
          and delivered by the Company,  RIGINC and RIGLP,  as  applicable,  and
          constitutes a valid and binding agreement of the Company,  enforceable
          in accordance with its terms,  except that (1) such enforcement may be
          subject to bankruptcy, insolvency, reorganization, moratorium or other
          similar laws now or hereafter in effect relating to creditors' rights,
          (2) the remedy of specific  performance and injunctive and other forms
          of equitable  relief may be subject to  equitable  defenses and to the
          discretion  of the court before which any  proceeding  therefor may be
          brought, and (3) rights to indemnity or contribution  hereunder may be
          limited by federal or state  securities  laws;  the sale of the Shares
          under this Agreement and the consummation of the  transactions  herein
          contemplated and the Related Transactions do not result in a breach or
          violation  of any  terms or  provisions  of, or  constitute  a default
          under, any presently  existing  statute,  or any indenture,  mortgage,
          deed of trust,  note  agreement or other  agreement or  instrument  to
          which the Company,  RIGINC or RIGLP,  as applicable,  is a party or by
          which it or its properties  are bound or affected,  or to which any of
          the material  property or assets of the Company,  RIGINC or RIGLP,  as
          applicable,  or the Subsidiaries is subject, the Company's or RIGINC's
          certificate  of  incorporation  or  by-laws,   RIGLP's  organizational
          documents,   or  any  order,  rule  or  regulation  of  any  court  or
          governmental  agency or body  having  jurisdiction  over the  Company,
          RIGINC, RIGLP or the Subsidiaries or over their respective properties;

               (iv) no consent, approval, authorization or order of any court or
          governmental  agency or body is required for the  consummation  by the
          Company,  RIGINC  and  RIGLP,  as  applicable,   of  the  transactions
          contemplated  by this  Agreement or the Related  Transactions,  except
          such as may be  required  under  the Act or as may be  required  under
          state  securities or blue sky laws in connection with the purchase and
          distribution of the Shares by the Underwriters;

               (v) the Registration Statement has become effective under the Act
          and no stop order  suspending the  effectiveness  of the  Registration
          Statement  has been issued and no  proceedings  for that  purpose have
          been instituted or are pending or contemplated under the Act;

               (vi)  except as stated in the  Prospectus,  the  Company  and the
          Subsidiaries  hold all  material  licenses,  permits,  authorizations,
          franchises,  consents  and  orders,  in each  case  valid  and in good
          standing, of Federal,  State or local, and foreign governmental bodies
          necessary to carry on their respective  businesses as reflected in the
          Registration  Statement,  except  where the  failure  to hold any such
          license, permit,

                                      -14-

<PAGE>


          authorization,  franchise, consent or order, would not have a material
          adverse  effect on the business or  operations  of the Company and the
          Subsidiaries, taken as a whole;

               (vii) the  agreements or documents to which the Company,  RIGINC,
          RIGLP or the  Subsidiaries  are a party which are summarized under the
          headings "Management - Employment Agreements," "Certain Transactions,"
          "Description   of   Capital   Stock   -   Registration   Rights"   and
          "_____________"  in the Prospectus conform in all material respects to
          such summaries;

               (viii) there are no legal or governmental  proceedings pending or
          threatened to which the Company  RIGINC,  RIGLP or any Subsidiary is a
          party or to which any properties of the Company,  RIGINC, RIGLP or the
          Subsidiaries  are subject  which is required  to be  described  in the
          Registration Statement or the Prospectus and is not so described;

               (ix) the  Registration  Statement  and the  Prospectus,  and each
          amendment or supplement thereto,  as of their respective  effective or
          issue  dates,  comply  as to form in all  material  respects  with the
          requirements  of the Act and the Rules and  Regulations  (except  that
          such counsel need express no opinion as to the  financial  statements,
          notes to financial statements, related schedules or other financial or
          statistical  data  contained  in  the  Registration  Statement  or the
          Prospectus);

               (x)  all  contracts  and  documents  pertaining  to the  Company,
          RIGINC,  RIGLP  required to be filed as  Exhibits to the  Registration
          Statement  have been  filed as  required  or have  been  appropriately
          incorporated by reference and all contracts and documents  required to
          be described in the Prospectus have been accurately  described therein
          in all material respects;

               (xi) Such counsel  shall also state that it has  participated  in
          conferences  with officers and other  representatives  of the Company,
          representatives  of the independent public accountants for the Company
          and the representatives of the Underwriters,  at which the contents of
          the Registration Statement and the Prospectus and related matters were
          discussed and,  although such counsel is not passing upon and does not
          assume any responsibility  for the accuracy,  completeness or fairness
          of the  statements  contained in the  Registration  Statement  and the
          Prospectus,  on the basis of the foregoing  (relying as to materiality
          to  a  large   extent  upon  the   opinions  of  officers   and  other
          representatives of the Company),  no facts have come to such counsel's
          attention  which lead such  counsel to believe  that the  Registration
          Statement  (except  with  respect  to  the  financial  statements  and
          schedules thereto and other financial or statistical data, as to which
          such counsel

                                      -15-
<PAGE>


          need not make any statement) at the time it became effective or at the
          Closing Date  contained  any untrue  statement  of a material  fact or
          omitted  to state a material  fact  required  to be stated  therein or
          necessary to make the statements  therein not misleading,  or that the
          Prospectus  (except  with  respect  to the  financial  statements  and
          schedules thereto and other financial or other statistical data, as to
          which such counsel need not make any statement) on the date thereof or
          on the Closing Date contained any untrue  statement of a material fact
          or  omitted to state a material  fact  necessary  in order to make the
          statements  therein,  in the light of the  circumstances in which they
          were made, not misleading.

     In rendering  the foregoing  opinions,  such counsel may rely as to factual
matters on  certificates of officers and  representatives  of the Company or any
Subsidiary and of public  officials,  and will not be required to  independently
verify the accuracy or completeness of information or documents  furnished to it
in respect to the Registration  Statement or the Prospectus.  To the extent that
such counsel's opinion relates to the laws of jurisdictions other than Delaware,
such  counsel  shall  be  permitted  to rely on the  opinion  of  local  counsel
reasonably satisfactory to counsel for the several Underwriters.

          (d) You shall have received from[Cushing,  Morris, Armbruster & Jones,
     LLP], counsel to the Selling Stockholders,  an opinion,  dated such Closing
     Date,  in form and  substance  satisfactory  to you,  with respect to legal
     matters relating to this Agreement and the Jamison  Contribution  Agreement
     and the transactions  contemplated hereby and thereby as you may reasonably
     require.

          (e) You shall have received from Werbel & Carnelutti,  A  Professional
     Corporation,  counsel for the several Underwriters, an opinion or opinions,
     dated such Closing Date, in form and  substance  satisfactory  to you, with
     respect  to  such  legal  matters   relating  to  this  Agreement  and  the
     transactions  contemplated  hereby as you may reasonably  require,  and the
     Company  shall have  furnished to such  counsel such  documents as they may
     have requested for the purpose of enabling them to pass upon such matters.

          (f)  You  shall  have  received,  at the  time  of  execution  of this
     Agreement  and on such  Closing  Date from Ernst & Young  LLP,  independent
     public  accountants,  a letter  or  letters,  dated  the  date of  delivery
     thereof,  substantially  in the form and substance  heretofore  approved by
     you.

          (g) You shall have received a certificate, dated such Closing Date, of
     each of the President and Chief  Executive  Officer and the Chief Financial
     Officer of the Company,  delivered on behalf of the Company,  to the effect
     that:

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

               (ii)  no  stop  order   suspending  the   effectiveness   of  the
          Registration  Statement has been issued,  and no proceedings  for that
          purpose have been instituted or, to their knowledge,  are contemplated
          by the Commission; and

                                      -16-
<PAGE>


               (iii)  except  as  contemplated  in the  Prospectus,  none of the
          Company,  RIGINC,  RIGLP or any  Subsidiary has incurred any direct or
          contingent  material  liabilities or obligations since the date of the
          finance statements included in the Prospectus,  other than liabilities
          incurred  in the  ordinary  course of  business,  or entered  into any
          material  transactions  or  contracts  not in the  ordinary  course of
          business,  and there has not been any  material  change in its capital
          shares,  nor the  issuance  of any  rights,  options,  or  warrants to
          purchase any capital shares,  nor any material increase or decrease in
          any thereof or in any long-term debt or any material adverse change in
          the condition (financial or otherwise) results of operations, business
          or prospects of the Company,  RIGINC, RIGLP and the Subsidiaries taken
          as a whole.

          (h) You shall have received a certificate, dated such Closing Date, of
     each of the Selling Stockholders to the effect that the representations and
     warranties of such Selling  Stockholder  in this  Agreement and the Jamison
     Contribution  Agreement  are true and  correct as if made on and as of such
     Closing Date; and the such Selling  Stockholder  has complied with all such
     agreements  and satisfied all the conditions on its part to be performed or
     satisfied at or prior to such Closing Date;

          (i) The Company and the Selling  Stockholders  shall have furnished to
     you such certificates,  in addition to those specifically mentioned herein,
     as you may have reasonably  requested,  as to the accuracy and completeness
     at such Closing  Date of any  statement  in the  Registration  Statement or
     Prospectus,  as to the accuracy at such Closing Date of the representations
     and warranties of the Company herein,  as to the performance by the Company
     of its obligations  hereunder,  and as to the fulfillment of the conditions
     concurrent and precedent to the obligations of the Underwriters hereunder.

          (j) The Company shall have furnished to you the  agreements  described
     in Section 2(a)(xvi) of this Agreement.

     6. INDEMNIFICATION. (a) The Company and the Selling Stockholders, severally
and not jointly,  will  indemnify and hold harmless  each  Underwriter  and each
person,  if any,  who controls  any  Underwriter  within the meaning of the Act,
against any losses, claims,  damages or liabilities,  joint or several, to which
such Underwriter or such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the  Registration  Statement,
any  Preliminary  Prospectus,  the  Prospectus,  or any  amendment or supplement
thereto,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  and will reimburse each Underwriter and
each such controlling person for any legal or other expenses reasonably incurred
by such Underwriter or such controlling  person in connection with investigating
or  defending  against  any such  loss,  claim,  damage,  liability  or  action;
provided, however, that neither the Company nor the Selling Stockholders will be
liable in any such  case to the  extent  that any such  loss,  claim,  damage or
liability arises out of or is based upon any

                                      -17-
<PAGE>


untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in the Registration Statement, such Preliminary Prospectus,  the Prospectus
or such  amendment or such  supplement in reliance  upon and in conformity  with
written  information  furnished  to the Company by any  Underwriter  through you
specifically for use therein; and provided further, that the foregoing indemnity
with respect to Preliminary  Prospectuses  shall not inure to the benefit of any
Underwriter (or to the benefit of any person  controlling  such  Underwriter) if
such untrue  statement or omission or alleged untrue  statement or omission made
in any Preliminary  Prospectus is eliminated or remedied in the Prospectus and a
copy of the Prospectus  has not been furnished to the person  asserting any such
losses, claims,  damages, or liabilities at or prior to the written confirmation
of the  sale of such  Shares  to such  person;  and  provided  further,  that no
indemnification  pursuant to this  Section 6(a) shall be sought from the Selling
Stockholders   unless  the  Company  shall,  after  reasonable  efforts  by  the
Underwriters to secure  indemnification from the Company, have failed to satisfy
its  indemnification  obligations under this Section 6(a), and in no event shall
the liability of any Selling Stockholder under this Section 6(a), if any, exceed
the gross proceeds (minus the amount of the underwriting  discount paid thereon)
received by such Selling  Stockholders  from the sale of his Stockholder  Shares
pursuant to this Agreement. Such indemnity obligation will be in addition to any
liability which the Company and the Selling Stockholders may otherwise have. The
indemnity  agreement  of the Company and the Selling  Stockholders  contained in
this paragraph (a) and the representations and warranties of the Company and the
Selling Stockholders contained in Section 2 hereof shall remain operative and in
full force and effect  regardless of any  investigation  made by or on behalf of
any  indemnified  party and shall  survive  the  delivery of and payment for the
Shares.

          (b) Each  Underwriter,  severally and not jointly,  will indemnify and
     hold harmless the Company, each of its directors,  each of its officers who
     signed the Registration  Statement,  and each person,  if any, who controls
     the Company  within the  meaning of the Act and the  Selling  Stockholders,
     against any losses,  claims,  damages or liabilities,  joint or several, to
     which the Company or any such director,  officer or controlling  person, or
     the Selling  Stockholders  may become subject,  under the Act or otherwise,
     insofar as such  losses,  claims,  damages or  liabilities  (or  actions in
     respect  thereof)  arise out of or are based upon any untrue  statement  or
     alleged untrue statement of any material fact contained in the Registration
     Statement, any Preliminary Prospectus,  the Prospectus, or any amendment or
     supplement  thereto,  or arise out of or are  based  upon the  omission  or
     alleged  omission to state  therein a material  fact  required to be stated
     therein or necessary to make the statements therein not misleading, in each
     case to the extent,  but only to the extent,  that such untrue statement or
     alleged  untrue  statement  or  omission  or alleged  omission  was made in
     reliance upon and in conformity with written  information  furnished to the
     Company by any Underwriter  through you specifically  for use therein;  and
     will  reimburse  any legal or other  expenses  reasonably  incurred  by the
     Company or any such director, officer or controlling person, or the Selling
     Stockholders in connection with investigating or defending against any such
     loss, claim, damage, liability or action. Such indemnity obligation will be
     in addition to any liability which such Underwriter may otherwise have. The
     indemnity  agreement of each  Underwriter  contained in this  paragraph (b)
     shall  remain  operative  and in full  force and effect  regardless  of any
     investigation made by

                                      -18-
<PAGE>

          or on behalf of any  indemnified  party and shall survive the delivery
          of and payment for the Shares.

          (c) Promptly after receipt by an indemnified  party under this Section
     of notice of the commencement of any action,  such indemnified  party will,
     if a claim in respect thereof is to be made against the indemnifying  party
     under this  Section,  notify  the  indemnifying  party of the  commencement
     thereof. Indemnification shall not be available to any party who shall fail
     so to give notice, if the party to whom notice was required to be given was
     unaware of the action, suit, investigation,  inquiry or proceeding to which
     the notice would have related, to the extent that such party was prejudiced
     by  the  failure  to  give  notice;  but  the  omission  so to  notify  the
     indemnifying party will not relieve it from any liability which it may have
     to any  indemnified  party  otherwise than under this Section.  In case any
     such action is brought against any indemnified  party,  and it notifies the
     indemnifying party of the commencement thereof, the indemnifying party will
     be  entitled  to  participate  therein  and, to the extent that it may wish
     jointly with any other indemnifying party similarly notified, to assume the
     defense thereof,  with counsel chosen by such  indemnifying  party which is
     reasonably  satisfactory to such  indemnified  party, and after notice from
     the  indemnifying  party to such  indemnified  party of its  election so to
     assume the defense thereof,  the  indemnifying  party will not be liable to
     such  indemnified  party under this Section for any legal or other expenses
     subsequently  incurred by such  indemnified  party in  connection  with the
     defense thereof other than  reasonable  costs of  investigation;  provided,
     however, that (i) if the indemnified party reasonably determines that there
     may be a conflict  between the positions of the  indemnifying  party and of
     the  indemnified  party in  conducting  the defense of such  action,  suit,
     investigation,  inquiry or  proceeding,  then  counsel for the  indemnified
     party shall be  entitled  to conduct  the defense to the extent  reasonably
     determined  by such counsel to be necessary to protect the interests of the
     indemnified  party and (ii) in any event,  the  indemnified  party shall be
     entitled to have counsel chosen by such indemnified  party  participate in,
     but not conduct,  the defense at the sole expense of the indemnified party.
     No indemnifying  party shall be liable to any indemnified  party in respect
     to any settlement effected without its prior written consent, which consent
     shall not be unreasonably  withheld.  In addition,  the indemnifying  party
     will not, without the prior written consent of an indemnified party, settle
     or  compromise  or consent to the entry of any  judgment  in any pending or
     threatened  claim,   action,   suit  or  proceeding  in  respect  of  which
     indemnification  may be sought  hereunder  if such  indemnified  party is a
     party to such claim, action or suit or proceeding), unless such settlement,
     compromise or consent includes an unconditional release of such indemnified
     party  from  all  liability  arising  out of such  claim,  action,  suit or
     proceeding.

     7.  CONTRIBUTION.  In order to provide for contribution in circumstances in
which the indemnification provided for in Section 6(a) or 6(b) hereof is for any
reason,  other than the first proviso to Section 6(a),  held to be  unavailable,
the Company,  the Selling  Stockholders and the Underwriters shall contribute to
the aggregate losses, claims, damages and liabilities of the nature contemplated
by such indemnification provisions (including any investigation, legal and other
expenses  incurred in connection  with,  any amount paid in  settlement  of, any
action,  suit or  proceeding  or any claims  asserted,  but after  deducting any
contribution  received by the Company and the Selling  Stockholders from persons
other than the


                                      -19-
<PAGE>


Underwriters,  such as persons who  control  the  Company  within the meaning of
Section 15 of the Act,  officers  of the  Company  who  signed the  Registration
Statement and directors of the Company, who may also be liable for contribution)
to  which  the  Company,  the  Selling  Stockholders  and  one  or  more  of the
Underwriters  may be subject,  in such  proportions so that the Underwriters are
responsible for that portion in each case represented by the percentage that the
respective  underwriting discounts appearing on the cover page of the Prospectus
bear to the public offering price of the Shares, and the Company and the Selling
Stockholders are responsible for the remaining portion in such proportion as the
Shares  offered by the Company and the  Selling  Stockholders  bear to the total
number of Shares;  provided,  however, that (i) except as may be provided in its
Master Agreement Among Underwriters provided to Allen & Company Incorporated, in
no case shall any  Underwriter  be  responsible  for any amount in excess of the
underwriting  discount  applicable to the Shares  purchased by such  Underwriter
hereunder and (ii) the liability of each Selling  Stockholder under this Section
7, if any,  shall  not  exceed  the  gross  proceeds  (minus  the  amount of the
underwriting  discount paid thereon)  received by such Selling  Stockholder from
the sale of his  Stockholder  Shares  pursuant to this  Agreement,  and (iii) no
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Act) shall be entitled to contribution  from any person who was not
guilty of such  fraudulent  misrepresentation.  For  purposes of this Section 7,
each person,  if any, who controls an Underwriter  within the meaning of Section
15 of the Act shall have the same rights to  contribution  as such  Underwriter,
and each person,  if any, who controls the Company within the meaning of Section
15 of  the  Act,  each  officer  of  the  Company  who  shall  have  signed  the
Registration  Statement  and each  director of the  Company  shall have the same
right to  contribution  as the Company,  subject in each case to clauses (i) and
(ii) of this Section 7. Any party entitled to contribution will,  promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for  contribution  may be made against another
party or parties  under this  Section 7, notify such party or parties  from whom
contribution may be sought,  but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any other  obligation it or they may have hereunder or otherwise than under this
Section 7. No party shall be liable for contribution  with respect to any action
or claim settled  without its consent,  which consent shall not be  unreasonably
withheld.

     8. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All representations,
warranties  and  agreements  of the Company,  the Selling  Stockholders  and the
Underwriters  herein or in certificates  delivered  pursuant hereto shall remain
operative and in full force and effect regardless of any  investigation  made by
or on behalf of any Underwriter or any controlling  person, the Company,  or any
of its officers,  directors, or controlling persons or the Selling Stockholders,
and shall survive delivery of the Shares to the several Underwriters hereunder.

     9. SUBSTITUTION OF UNDERWRITERS.  If any Underwriter or Underwriters  shall
fail  to  take up and pay for the  number  of  Shares  to be  purchased  by such
Underwriter or  Underwriters  hereunder upon tender of such Shares in accordance
with the  terms  hereof,  and if the  aggregate  number  of  Shares  which  such
defaulting Underwriter or Underwriters so agreed

                                      -20-

<PAGE>


but  failed  to  purchase  does not  exceed  10% of the  Shares,  the  remaining
Underwriters  shall be obligated  severally in  proportion  to their  respective
commitments  hereunder  to take up and pay  for the  Shares  of such  defaulting
Underwriter or Underwriters.  If one or more of the  Underwriters  shall fail or
refuse (other than for a reason  sufficient to justify the  termination  of this
Agreement) to purchase on any Closing Date the aggregate number of Shares agreed
to be purchased by such  Underwriter or Underwriters and the aggregate number of
Shares agreed to be purchased by such  Underwriter or Underwriters  shall exceed
10% of the aggregate  number of Shares to be sold on any Closing Date  hereunder
by the Company and the Selling Stockholders to the Underwriters,  then the other
Underwriters  shall  have the right to  purchase  or  procure  one or more other
underwriters  to purchase,  in such  proportions as they may agree upon and upon
the terms herein set forth,  the Shares  which such  defaulting  Underwriter  or
Underwriters  agreed  to  purchase,  and this  Agreement  shall be  carried  out
accordingly.  If such other  Underwriters  do not  exercise  such  right  within
thirty-six  hours after receiving  notice of any such default,  which notice the
Representatives  shall have also  promptly  delivered to the  Company,  then the
Company  shall have the right to  procure  another  party or parties  reasonably
satisfactory to the Representatives to purchase or agree to purchase such Shares
on the terms herein set forth.  If the Company is unable to procure another such
party,  the  Company  may notify  the  Representatives  that the  non-defaulting
Underwriters are, by the giving of such notice,  released from their obligations
to purchase  such number of Shares  being sold  hereunder by the Company and the
Selling  Stockholders  as are indicated in such notice as, when  subtracted from
the total  number  of Shares  originally  agreed to be  purchased  by all of the
Underwriters  hereunder,  shall leave a reduced number of Shares to be purchased
by the non-defaulting Underwriters not in excess of 110% of the aggregate number
of Shares originally  contracted to be purchased hereunder by the non-defaulting
Underwriters,  and each of them, in which event such non-defaulting Underwriters
shall  purchase  such  reduced  number of Shares.  In any such case,  either the
Representatives or the Company shall have the right to postpone any Closing Date
for a period  of not more  than  seven  business  days in order  that  necessary
changes and arrangements may be effected by the Representatives and the Company.
If  neither  the   non-defaulting   Underwriters  nor  the  Company  shall  make
arrangements  within the period stated for the purchase of the Shares which such
defaulting  Underwriter  or  Underwriters  agreed to  purchase,  including  such
arrangements  for the purchase of a reduced number of Shares as are provided for
in this Section 9, then this Agreement shall terminate  without liability on the
part  of  any  non-defaulting   Underwriters  to  the  Company  or  the  Selling
Stockholders  and  without  liability  on the part of the Company or the Selling
Stockholders to the Underwriters.

     In the event of any termination of this Agreement pursuant to the preceding
paragraph  of this  Section,  neither the  Company nor the Selling  Stockholders
shall be under any liability to any  Underwriter  (except as provided in Section
4(g) and 6 hereof)  nor shall any  Underwriter  (other than an  Underwriter  who
shall  have  failed,  otherwise  than  for  some  reason  permitted  under  this
Agreement,  to purchase the number of Shares to be purchased by such Underwriter
hereunder,  which  Underwriter  shall remain liable to the Company,  the Selling
Stockholders and the other Underwriters for damages resulting from such default)
be under any  liability  to the Company or the Selling  Stockholders  (except as
provided in Section 6 hereof).

                                      -21-


<PAGE>

     The  term   "Underwriter"  in  this  Agreement  shall  include  any  person
substituted for an Underwriter under this Section 9.

     10. EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION.  This Agreement shall
become  effective at such time after the  declaration  by the  Commission of the
effectiveness  of the  Registration  Statement as you in your  discretion  shall
first  release  the  Shares for sale to the  public.  For the  purposes  of this
Section the Shares shall be deemed to have been  released for sale to the public
upon release by you for publication of a newspaper advertisement relating to the
Shares or upon  release by you of letters or  telegrams  offering the Shares for
sale to securities  dealers,  whichever  shall first occur.  By giving notice as
hereinafter specified before the time this Agreement becomes effective,  you, as
Representatives  of the several  Underwriters,  or the Company may prevent  this
Agreement from becoming  effective  without liability on the part of the Company
or the Selling  Stockholders  to any  Underwriter  or of any  Underwriter to the
Company or the Selling Stockholders, other than as provided in Sections 4(g) and
6 hereof.

          (a) You, as  Representatives of the several  Underwriters,  shall have
     the right to  terminate  this  Agreement  by giving  notice as  hereinafter
     specified  at any time at or prior to the First  Closing Date if (i) either
     the Company or the Selling Stockholders shall have failed,  refused or been
     unable,  at or prior to the First  Closing  Date,  to perform any  material
     agreement  on its part to be  performed,  or  because  any  other  material
     condition  of  the  Underwriters'  obligations  hereunder  required  to  be
     fulfilled  by the Company is not  fulfilled;  (ii)  trading on the New York
     Stock Exchange shall have been suspended,  or minimum or maximum prices for
     trading shall have been fixed,  or maximum ranges for prices for securities
     shall have been  required,  on the New York Stock  Exchange by the New York
     Stock  Exchange  or by order of the  Commission  or any other  governmental
     authority having jurisdiction, since the execution of this Agreement; (iii)
     a banking  moratorium  shall  have been  declared  by  Federal  or New York
     authorities  since the execution of this Agreement;  or (iv) an outbreak of
     major hostilities or other national calamity shall have occurred.  Any such
     termination  shall be without  liability  on the part of the Company or the
     Selling  Stockholders  to  any  Underwriter  or of any  Underwriter  to the
     Company or the Selling Stockholders other than as provided in Sections 4(g)
     and 6 hereof.

          (b) If you elect to prevent this Agreement from becoming  effective or
     to terminate  this  Agreement as provided in this Section,  the Company and
     the Selling  Stockholders shall be notified promptly by you by telephone or
     telegram,  confirmed by letter.  If the Company shall elect to prevent this
     Agreement from becoming  effective,  you shall be notified  promptly by the
     Company by telephone or telegram, confirmed by letter.

     11.  NOTICES.  All notices or  communications  hereunder,  except as herein
otherwise specifically provided, shall be in writing and if sent to you shall be
mailed,  delivered  or  telecopied  and  confirmed  to you c/o  Allen &  Company
Incorporated,  711 Fifth Avenue, New York, New York 10022, with copy to Werbel &
Carnelutti,  a Professional  Corporation,  711 Fifth Avenue,  New York, New York
10022,  Attention:  Robert H. Werbel,  Esq.,  or if sent to the Company shall be
mailed,  delivered or telecopied  and confirmed to the Company at 7475 Wisconsin
Avenue, Bethesda, Maryland 20814, with a copy to Wilmer, Cutler & Pickering,


                                      -22-
<PAGE>


2445 M Street, N.W., Washington,  D.C. 20037-1420,  Attention:  Richard W. Cass,
Esq.,  or if sent to the  Selling  Stockholders  shall be mailed,  delivered  or
telecopied  and confirmed to Leslie Lees Jamison,  725 Tanglewood  Trail,  N.W.,
Atlanta,  Georgia 30327,  with a copy to [Cushing,  Morris,  Armbruster & Jones,
LLP, 2110 Peachtree  Center  International  Tower, 229 Peachtree  Street,  N.E.,
Atlanta,   Georgia  30303,  Attention:  Roy  M.  Jones,  Esq.].  Notice  to  any
Underwriter  pursuant to Section 6 shall be mailed,  delivered or telecopied and
confirmed  to such  Underwriter's  address as set forth in its Master  Agreement
Among Underwriters furnished to Allen & Company Incorporated.

     12.  PARTIES.  This Agreement  shall inure to the benefit of and be binding
upon the several  Underwriters  and the Company,  the Selling  Stockholders  and
their respective successors and assigns.  Nothing expressed or mentioned in this
Agreement is intended or shall be  construed to give any person or  corporation,
other than the parties  hereto and their  respective  successors and assigns and
the controlling  persons,  officers and directors  referred to in Section 6, any
legal or equitable right,  remedy or claim under or in respect of this Agreement
or any  provision  herein  contained;  this  Agreement  and all  conditions  and
provisions  hereof  being  intended  to be and being for the sole and  exclusive
benefit of the parties  hereto and their  respective  successors and assigns and
said controlling persons and said officers and directors, and for the benefit of
no other  person or  corporation.  No  purchaser  of any of the Shares  from any
Underwriter  shall be construed a successor  or assign  merely by reason of such
purchase.

     In all dealings  with the Company and the Selling  Stockholders  under this
Agreement,  you  shall be and are  authorized  to act on  behalf  of each of the
several  Underwriters,  and the Company and the  Selling  Stockholders  shall be
entitled to act and rely upon any  statement  request,  notice or  agreement  on
behalf of each of the several  Underwriters  if the same shall have been made or
given in writing by you.

     13.  APPLICABLE  LAW. This Agreement shall be governed by and construed and
enforced  in  accordance  with the laws of the State of New York  applicable  to
agreements made, and to be fully performed, therein.

                                      -23-
<PAGE>



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

                                               Very truly yours,

                                               REALTY INFORMATION GROUP, INC.

                                               By:______________________________
                                                   Andrew C. Florance, President

                                               ---------------------------------
                                               HENRY D. JAMISON

                                               ---------------------------------
                                               LESLIE LEES JAMISON



Accepted as of the date first above written:

ALLEN & COMPANY INCORPORATED
NEEDHAM & CO., INC.

By:  Allen & Company Incorporated

By: ______________________________
     Name:

     Title:

On behalf of each of the several Underwriters named in Schedule A hereto.

113647
                                      -24-

<PAGE>




                                   SCHEDULE A

                                            NUMBER OF         NUMBER OF
                                            COMPANY           STOCKHOLDER
NAME AND ADDRESS OF UNDERWRITER             SHARES            SHARES
-------------------------------             ------            ------

Allen & Company Incorporated . . . . .   
Needham & Co., Inc. . . . . . . . . . 

                                           _______            _______
         Total . . . . .    . . . . .
                                           =======            =======



<PAGE>






                                   SCHEDULE B

                           SUBSIDIARIES OF THE COMPANY

113647






<PAGE>






                                   SCHEDULE C

                              SELLING STOCKHOLDERS




         Henry D. Jamison, IV

         Leslie Lees Jamison







<PAGE>






                               [2,700,000] SHARES

                         REALTY INFORMATION GROUP, INC.

                                  COMMON STOCK

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



                            SELECTED DEALER AGREEMENT


                                _________________, 1998




Dear Sirs:


<PAGE>




     1.  PURCHASE  OF  SECURITIES  BY  THE  SEVERAL  UNDERWRITERS.  The  several
Underwriters named in the enclosed Prospectus,  on whose behalf we are acting as
Representatives,  have  severally  agreed to purchase  from  Realty  Information
Group, Inc. (the "Company") and the stockholders of Jamison Research,  Inc. (the
"Selling  Stockholders")  an offering  of  [2,700,000]  Shares of the  Company's
Common Stock (the  "Shares"),  as set forth in the Prospectus and subject to the
terms of the  Underwriting  Agreement  between  the  several  Underwriters,  the
Company  and  the  Selling  Stockholders.   The  Shares  are  described  in  the
Prospectus, additional copies of which will be supplied in reasonable quantities
upon request to us.

     2. OFFERING TO SELECTED  DEALERS.  One or more of the several  Underwriters
acting  through  us are  severally  offering  a portion of the Shares to certain
dealers ("Selected Dealers") as principals,  subject to the terms and conditions
of their purchase,  to the terms and conditions  hereof, and to the modification
or cancellation of the offering without notice, at the public offering price set
forth in the  Prospectus,  less a  concession  not in excess of $____ per Share.
Shares  purchased  by the  several  Underwriters,  and not sold to the  Selected
Dealers  as  aforesaid,  may be sold  by the  several  Underwriters.  Any of the
several Underwriters may be included among the Selected Dealers.

     The offering of a portion of the Shares to Selected  Dealers may be made on
the basis of reservations or allotments  against  subscription.  We are advising
you by  telegram  of the method  and terms of the  offering.  Acceptance  of any
reserved  Shares  received by us at the office of Allen & Company  Incorporated,
711 Fifth Avenue, New York, New York 10022, after the time specified therefor in
the telegrams,  and any subscriptions for additional Shares,  will be subject to
prior  sale and  allotment.  Subscription  books may be closed by us at any time
without notice,  and the right is reserved to reject any  subscriptions in whole
or in part.

     3.   OFFERING  TO  PUBLIC  BY  SELECTED   DEALERS.   Upon  receipt  of  the
aforementioned telegram, the Shares purchased by you hereunder may be re-offered
to the  public  in  conformity  with the  terms  of  offering  set  forth in the
Prospectus. You may, in accordance with the rules of the National Association of
Securities  Dealers,  Inc., reallow a concession of $_____ per Share sold by you
to any other  dealer or broker who is a member of the  National  Association  of
Securities Dealers, Inc., provided such discount is retained.


<PAGE>


     Neither you nor any other person is or has been  authorized by the Company,
any  of  the  several  Underwriters  or us  to  give  information  or  make  any
representations  in  connection  with the sale of the  Shares  other  than those
contained in the Prospectus.

     In the event that during the term of this agreement we, as  Representatives
for the  account of the  several  Underwriters,  shall  purchase  or contract to
purchase,  at or below  the  original  public  offering  price  set forth in the
Prospectus,  any  of  the  Shares  purchased  by  you  hereunder  (which  Shares
theretofore were not effectively  placed for investment by you, including Shares
represented  by transfers),  we may, at our election,  either (a) require you to
repurchase  such  Shares  at a price  equal  to the  total  cost of such  Shares
purchased by us, including brokerage commissions,  if any, and transfer taxes on
the  redelivery,  or (b) charge you with and collect from you an amount equal to
the selling concession with respect to the Shares so purchased by us.

     4.  PAYMENT AND  DELIVERY.  Payment for the Shares which you have agreed to
purchase  hereunder shall be made by you on _________,  1998, or such later date
as we may  advise  you,  at 9:00  a.m.,  New  York  Time,  at  Allen  &  Company
Incorporated's  office  at 711  Fifth  Avenue,  New  York,  New York  10022,  by
certified or bank  cashier's  check payable in New York Clearing  House funds to
the order of Allen & Company  Incorporated,  against  delivery  of such  Shares.
Delivery  instructions  must be in our hands at said  address at such time as we
request.

     Additional Shares confirmed to you shall be delivered on such date or dates
as we shall advise you.

     5. BLUE SKY MATTERS.  Neither we nor any of the several  Underwriters shall
have any obligation or responsibility with respect to the right of any dealer to
sell the Shares in any jurisdiction,  notwithstanding  any information which may
be furnished as to the states under the securities  laws of which it is believed
the Shares may be sold.

     6. TERMINATION. This agreement shall terminate 20 full days after the First
Closing Date (as defined in the Underwriting  Agreement) but may be extended for
a period or periods not exceeding in the aggregate 20 days as we may  determine.
We  may   terminate   this   Agreement  at  any  time  without   prior   notice.
Notwithstanding  the termination of this agreement,  you shall remain liable for
your  portion of any transfer  tax or other  liability  which may be asserted or
assessed  against us or any one or more of the several  Underwriters or Selected
Dealers based upon the claim that the Selected Dealers or any of them constitute
a partnership,  an  association,  an  unincorporated  business or other separate
entity.

     7. OBLIGATIONS OF SELECTED DEALERS.  Your acceptance hereof will constitute
an obligation on your part to purchase,  upon the terms and  conditions  hereof,
the  aggregate  amount of the Shares  reserved  for and  accepted  by you and to
perform and observe all the terms and conditions hereof.

     You are not authorized to act as agent for any of the several  Underwriters
in offering Shares to the public or otherwise.  Nothing  contained  herein shall
constitute  the Selected  Dealers an  association,  or partners with the several
Underwriters, with us, or with each other.

                                      -2-

<PAGE>


     8. POSITION OF THE  REPRESENTATIVES.  We shall have full  authority to take
such action as we may deem advisable in respect of all matters pertaining to the
offering  or arising  hereunder,  but shall act only as  Representatives  of the
several  Underwriters.  Neither we nor any of the several  Underwriters shall be
under any liability to you,  except for our own want of good faith,  obligations
assumed in this agreement,  or any liabilities  arising under the Securities Act
of 1933. No obligation not expressly  assumed by us in this  agreement  shall be
implied hereby or inferred herefrom.

     9.  NOTICES.  All  communications  from you should be  addressed to us, c/o
Allen & Company  Incorporated,  711 Fifth Avenue,  New York, New York 10022. Any
notice  from us to you shall be  deemed  to have  been  duly  given if mailed or
telegraphed to you at the address to which this letter is mailed.

                                      -3-


<PAGE>



     Please  confirm  the  foregoing  by  signing  the  duplicate  copy  of this
agreement  enclosed  herewith and returning it to us at the address in Section 9
above.

                                             Very truly yours,

                                             ALLEN & COMPANY INCORPORATED

                                             By:  Allen & Company Incorporated

                                             By: ______________________________
                                                 Name:
                                                 Title:




<PAGE>





ALLEN & COMPANY INCORPORATED
   As Representatives of the several Underwriters
c/o Allen & Company Incorporated
711 Fifth Avenue
New York, New York  10022

Sirs:

     We hereby  confirm our  agreement to purchase  __________  Shares of Realty
Information Group, Inc. (the "Shares"),  subject to your acceptance or rejection
in whole or in part in the case of a  subscription  subject to  allotment  or in
excess of any  reservation,  and subject to all the other  terms and  conditions
stated in the foregoing letter.

     We hereby  acknowledge  receipt  of the  prospectus  relating  to the above
described Shares (the  "Prospectus") and we further state that in purchasing the
Shares  confirmed  to us we have  relied  upon such  Prospectus  and on no other
statements whatsoever, written or oral.

     We hereby  represent  that we are a member in good standing of the National
Association of Securities  Dealers,  Inc.  ("NASD") and agree to comply with the
provisions of Article III,  Section 24 of the NASD's Rules of Fair Practice (the
"NASD  Rules"),  or,  if we are not such a member,  we are a  foreign  dealer or
institution  that  is not  registered  under  Section  15(b)  of the  Securities
Exchange  Act of 1934 and that  hereby  agrees  (i) to make no sales  within the
United States, its territories or its possessions or to persons who are citizens
thereof or residents  therein,  (ii) if the offering of the Shares is one within
the  scope  of  the  NASD's  Interpretation  with  Respect  to  Free-Riding  and
Withholding,  not to make  other  sales  of  Shares  to  persons  enumerated  in
paragraphs "1" through "5" of such  Interpretation  or in a manner  inconsistent
with  paragraph  "6" thereof and (iii) to comply  with the  provisions  of Rules
2730, 2740, 2420 and 2750 of the NASD Conduct Rules.

                                                     Name of Selected Dealer

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


                                                     ---------------------------
                                                       (Authorized Signature)

Dated:  ______________, 1998


