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                                2,500,000 SHARES

                         REALTY INFORMATION GROUP, INC.

                                  COMMON STOCK




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






                             UNDERWRITING AGREEMENT
                            SELECTED DEALER AGREEMENT






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






                             _________________, 1998



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<PAGE>





                                2,500,000 SHARES
                         REALTY INFORMATION GROUP, INC.
                                  COMMON STOCK
                                ----------------

                             UNDERWRITING AGREEMENT

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

                                                            ______________, 1998

ALLEN & COMPANY INCORPORATED
NEEDHAM & COMPANY, 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"), hereby confirms its 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 2,500,000 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 "Purchased Shares". In addition, as
provided in Section 3 hereof,  the Company is  granting to the  Underwriters  an
option to purchase up to 250,000 additional shares of the Company's Common Stock
(the "Option  Shares").  The "Company Shares" and the "Option Shares" are herein
collectively referred to as the "Shares."

          2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.

          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 the  transactions  to be consummated  pursuant to that
certain  Agreement  and Plan of  Contribution  dated  March 5,


<PAGE>


1998 among the Company,  the  stockholders of RIGINC and the limited partners of
RIGLP (the "RIG 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.  333-47953)
          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 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 financial condition,  results of operations,
          business or prospects of the Company and the  Subsidiaries  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 

                                       -2

<PAGE>


          "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 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 and the RIG  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 and
          the  RIG   Contribution   Agreement  and  the   consummation   of  the
          transactions herein contemplated and the Related Transactions will not
          result in a  material  breach  or  material  violation  of any term or
          provision of, or constitute a material  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
          material  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.  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  material  contract,  agreement,
          indenture, mortgage or other material 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 

                                      -3-

<PAGE>

          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 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.

               (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  material  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 to
          the  Company's  knowledge,  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 the conduct of the business of the Company
          and  the  Subsidiaries  taken  as  a  whole  as  contemplated  by  the
          Prospectus.

                                      -4-

<PAGE>

               (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,  except for such violations which, individually
          or in the aggregate,  would not  materially  and adversely  affect the
          business or financial  condition  of the Company and the  Subsidiaries
          taken as a whole.

               (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  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.

               (xv) 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  such  holders  of 1% or  more  of  the  shares  of the
          Company's   Common  Stock   outstanding   immediately   prior  to  the
          consummation of the transactions  contemplated hereby as are listed on
          Schedule C hereto,  an executed  agreement  that,  except as otherwise
          specifically authorized in such agreement,  they will not, without the
          prior written

                                      -5-

<PAGE>


          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.

                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 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 Purchased  Shares set
forth opposite the name of such Underwriter in Schedule A hereto.

                The Company  will  deliver the  Purchased  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. 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 250,000 Option
Shares  at the same  price  per  share  as the  Underwriters  shall  pay for the
Purchased  Shares.  Such option may be exercised  only to cover  over-allotments
arising in  connection  with the sale of Purchased  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
Purchased  Shares set forth opposite the name of such  Underwriter in Schedule A
hereto bears to 2,500,000.

                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  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.

                                      -6-

<PAGE>



                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  in such
Underwriter's  reasonable  opinion,  to permit  the sale of shares in the manner
determined by such  Underwriter in 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 or to which you shall reasonably object in writing.

                   (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 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


                                      -7-

<PAGE>



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 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 certain  expenses  as  provided in the letter  agreement
dated  January 7, 1998 between the Company and Allen.  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(a)(1),  (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

                                      -8-

<PAGE>


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  Incentive  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,  to the extent not obtained prior to the date hereof, the Company also
agrees to obtain the written  agreement of each officer,  director and holder of
1% or more of the shares of the  Company's  Common Stock as listed on Schedule C
hereto 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  Purchased  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  herein,  to the  performance  by the Company of its
obligations hereunder, and to the following additional conditions:

                   (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   reasonably
satisfactory to you and in substantially  the form attached hereto as Schedule D
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

                                      -9-

<PAGE>



     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 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  and the RIG  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 


                                      -10-

<PAGE>


     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,  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,"  "Management - Employee
     Benefit Plans," "Certain  Transactions" and "Description of Capital Stock -
     Registration  Rights" 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 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.

                                      -11-

<PAGE>



                       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 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.

                       (e) 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.

                       (f) 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  and the RIG  Contribution  Agreement  are true and
          correct in all material  respects as if made on and as of such Closing
          Date;  and the Company has complied in all material  respects with all
          such  agreements  and  satisfied  in all  material  respects  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, to their knowledge,
          no  proceedings   for  that  purpose  have  been   instituted  or  are
          contemplated by the Commission; and

                       (iii) except as contemplated  in the Prospectus,  none of
the Company,  RIGINC, RIGLP or any Subsidiary has incurred any direct or, to the
Company's  knowledge,  contingent material  liabilities or obligations since the
date  of the  financial  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.

                       (g)   The  Company  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.

                                      -12-

<PAGE>



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

                   6.  INDEMNIFICATION.  (a) The Company 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 the
Company  will not be liable in any such case to the  extent  that any such loss,
claim,  damage or liability  arises out of or is based upon any 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.  The  indemnity  agreement  of the Company
contained in this  paragraph (a) and the  representations  and warranties of the
Company  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, against any losses,  claims,
damages  or  liabilities,  joint or  several,  to which the  Company or any such
director,  officer or 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,  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 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 or on behalf of
any  indemnified  party and shall  survive  the  delivery of and payment for the
Shares.

                                      -13-


<PAGE>


                       (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  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 from persons other than the  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
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 are  responsible  for the  remaining  portion in such  proportion as the
Shares  offered by the  Company  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) 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

                                      -14-

<PAGE>


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 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, 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 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 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 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

                                      -15-

<PAGE>


provided  for in this Section 9, then this  Agreement  shall  terminate  without
liability  on the part of any  non-defaulting  Underwriters  to the  Company and
without liability on the part of the Company to the Underwriters.

                  In the event of any termination of this Agreement  pursuant to
the  preceding  paragraph of this  Section,  the Company  shall not 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 and the other  Underwriters  for
damages  resulting  from such  default)  be under any  liability  to the Company
(except as provided in Section 6 hereof).

                  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  to any  Underwriter  or of any
Underwriter  to the  Company,  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) the Company
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 to any Underwriter or of any Underwriter to
the Company 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  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 

                                      -16-

<PAGE>


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,  2445 M Street, N.W.,
Washington,  D.C.  20037-1420,  Attention:  Richard W. Cass,  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,  the  Company  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  under this  Agreement,  you
shall  be  and  are  authorized  to  act  on  behalf  of  each  of  the  several
Underwriters,  and the  Company  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.


                                      -17-


<PAGE>



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





                                               Very truly yours,

                                               REALTY INFORMATION GROUP, INC.

                                               By:_____________________________
                                                   Andrew C. Florance, President

Accepted as of the date
first above written:

ALLEN & COMPANY INCORPORATED
NEEDHAM & COMPANY, INC.

By:  Allen & Company Incorporated

By: ______________________________
     Name:
     Title:

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


                                     -18-

<PAGE>



                                   SCHEDULE A

                                                                  NUMBER OF
                                                               PURCHASED SHARES
                                                             -------------------
Allen & Company Incorporated . . . . .
Needham & Company, Inc. . .  . . . . .

                                                             ------

                                                       ======
         Total . . . . . . . . . . . .



<PAGE>








                                   SCHEDULE B

                           SUBSIDIARIES OF THE COMPANY




<PAGE>








                                   SCHEDULE C

                                LOCKED UP HOLDERS




<PAGE>



                                   SCHEDULE D

                         FORM OF COMPANY COUNSEL OPINION



<PAGE>








                                2,500,000 SHARES

                         REALTY INFORMATION GROUP, INC.

                                  COMMON STOCK

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

                            SELECTED DEALER AGREEMENT

                                           _________________, 1998

Dear Sirs:

                  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") an offering of 2,500,000 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  and the  Company.  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.

                  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.


<PAGE>


                  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.

                  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.

                                      -2-

<PAGE>


                  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

                                             NEEDHAM & COMPANY, INC.

                                             By:  Allen & Company Incorporated

                                             By: ______________________________
                                                 Name:
                                                 Title:
          

                                      -4-

<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

