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                                                                     EXHIBIT 1.1


                                4,000,000 SHARES

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE

                             UNDERWRITING AGREEMENT


                                                              August [___], 2001


CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BANC OF AMERICA SECURITIES LLC
SWS SECURITIES, INC.
  As Representatives of the several Underwriters,
    c/o Credit Suisse First Boston Corporation,
             Eleven Madison Avenue,
                New York, N.Y. 10010-3629


Dear Sirs:

     1. INTRODUCTORY. Electronics Boutique Holdings Corp., a Delaware
corporation ("COMPANY") proposes to issue and sell 2,500,000 shares of its
common stock, $0.01 par value per share ("SECURITIES") and EB Nevada Inc., a
Nevada corporation ("SELLING STOCKHOLDER") proposes to sell 1,500,000
outstanding shares of the Securities (such 4,000,000 shares of Securities being
hereinafter referred to as the "FIRM SECURITIES"). The Selling Stockholder also
proposes to sell to the Underwriters, at the option of the Underwriters, not
more than 600,000 additional outstanding shares of the Securities, as set forth
below (such 600,000 additional shares being hereinafter referred to as the
"OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are
herein collectively called the "OFFERED SECURITIES". The Company and the Selling
Stockholder hereby agree with the several Underwriters named in SCHEDULE A
hereto ("UNDERWRITERS") as follows:

     2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
STOCKHOLDER. (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:

          (i) A registration statement (No. 333-65248) relating to the Offered
     Securities, including a form of prospectus, has been filed with the
     Securities and Exchange Commission ("COMMISSION") and either (A) has been
     declared effective under the Securities Act of 1933, as amended ("ACT") and
     is not proposed to be amended or (B) is proposed to be amended by amendment
     or post-effective amendment. If such registration statement (the "INITIAL
     REGISTRATION STATEMENT") has been declared effective, either (A) an
     additional registration statement (the "ADDITIONAL REGISTRATION STATEMENT")
     relating to the Offered Securities may have been filed with the Commission
     pursuant to Rule 462(b) ("RULE 462(b)") under the Act and, if so filed, has
     become effective upon filing pursuant to such Rule and the Offered
     Securities all have been duly registered under the Act pursuant to the
     initial registration statement and, if applicable, the additional
     registration statement or (B) such an additional registration statement is
     proposed to be filed with the Commission pursuant to Rule 462(b) and will
     become effective upon filing pursuant to such Rule and upon such filing the
     Offered Securities will all have been duly registered under the Act
     pursuant to the initial registration

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     statement and such additional registration statement. If the Company does
     not propose to amend the initial registration statement or if an additional
     registration statement has been filed and the Company does not propose to
     amend it, and if any post-effective amendment to either such registration
     statement has been filed with the Commission prior to the execution and
     delivery of this Agreement, the most recent amendment (if any) to each such
     registration statement has been declared effective by the Commission or has
     become effective upon filing pursuant to Rule 462(c) ("RULE 462(c)") under
     the Act or, in the case of the additional registration statement, Rule
     462(b). For purposes of this Agreement, "EFFECTIVE TIME" with respect to
     the initial registration statement or, if filed prior to the execution and
     delivery of this Agreement, the additional registration statement means (A)
     if the Company has advised the Representatives that it does not propose to
     amend such registration statement, the date and time as of which such
     registration statement, or the most recent post-effective amendment thereto
     (if any) filed prior to the execution and delivery of this Agreement, was
     declared effective by the Commission or has become effective upon filing
     pursuant to Rule 462(c), or (B) if the Company has advised the
     Representatives that it proposes to file an amendment or post-effective
     amendment to such registration statement, the date and time as of which
     such registration statement, as amended by such amendment or post-effective
     amendment, as the case may be, is declared effective by the Commission. If
     an additional registration statement has not been filed prior to the
     execution and delivery of this Agreement but the Company has advised the
     Representatives that it proposes to file one, "EFFECTIVE TIME" with respect
     to such additional registration statement means the date and time as of
     which such registration statement is filed and becomes effective pursuant
     to Rule 462(b). "EFFECTIVE DATE" with respect to the initial registration
     statement or the additional registration statement (if any) means the date
     of the Effective Time thereof. The initial registration statement, as
     amended at its Effective Time, including all material incorporated by
     reference therein, including all information contained in the additional
     registration statement (if any) and deemed to be a part of the initial
     registration statement as of the Effective Time of the additional
     registration statement pursuant to the General Instructions of the Form on
     which it is filed and including all information (if any) deemed to be a
     part of the initial registration statement as of its Effective Time
     pursuant to Rule 430A(b) ("RULE 430A(b)") under the Act, is hereinafter
     referred to as the "INITIAL REGISTRATION STATEMENT". The additional
     registration statement, as amended at its Effective Time, including the
     contents of the initial registration statement incorporated by reference
     therein and including all information (if any) deemed to be a part of the
     additional registration statement as of its Effective Time pursuant to Rule
     430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION
     STATEMENT". The Initial Registration Statement and the Additional
     Registration are hereinafter referred to collectively as the "REGISTRATION
     STATEMENTS" and individually as a "REGISTRATION STATEMENT". The form of
     prospectus relating to the Offered Securities, as first filed with the
     Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(b)")
     under the Act or (if no such filing is required) as included in a
     Registration Statement, including all material incorporated by reference in
     such prospectus, is hereinafter referred to as the "PROSPECTUS". No
     document has been or will be prepared or distributed in reliance on Rule
     434 under the Act. No stop order suspending the effectiveness of the
     Registration Statements or any part thereof has been issued and no
     proceedings for that purpose have been instituted or, to the best knowledge
     of the Company, threatened by the Commission.

          (ii) If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement: (A) on the Effective
     Date of the Initial Registration Statement, the Initial Registration
     Statement conformed in all respects to the requirements of the Act and the
     rules and regulations of the Commission ("RULES AND REGULATIONS") and 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, (B) on the Effective Date of the
     Additional Registration Statement (if any), each Registration Statement
     conformed or will conform, in all respects to the requirements of the Act
     and the Rules and Regulations and did not include, or will not include, any
     untrue statement of a material fact and did not omit, or will not omit, to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading, and (C) on the date of this
     Agreement, the Initial Registration Statement and, if the Effective Time of
     the


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     Additional Registration Statement is prior to the execution and delivery of
     this Agreement, the Additional Registration Statement each conforms, and at
     the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such
     filing is required) at the Effective Date of the Additional Registration
     Statement in which the Prospectus is included, and on each Closing Date (as
     hereinafter defined) each Registration Statement and the Prospectus will
     conform, in all respects to the requirements of the Act and the Rules and
     Regulations, and neither of such documents includes, or will include, any
     untrue statement of a material fact or omits, or will omit, to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading. If the Effective Time of the Initial
     Registration Statement is subsequent to the execution and delivery of this
     Agreement: (A) on the Effective Date of the Initial Registration Statement,
     the Initial Registration Statement and the Prospectus will conform in all
     respects to the requirements of the Act and the Rules and Regulations,
     neither of such documents will include any untrue statement of a material
     fact or will omit to state any material fact required to be stated therein
     or necessary to make the statements therein not misleading, and no
     Additional Registration Statement has been or will be filed and (B) on each
     Closing Date, the Initial Registration Statement and the Prospectus will
     conform in all respects to the requirements of the Act and the Rules and
     Regulations, neither of such documents will include any untrue statement of
     a material fact or will omit to state any material fact required to be
     stated therein or necessary to make the statements therein not misleading,
     and no Additional Registration Statement has been or will be filed. The two
     preceding sentences do not apply to statements in or omissions from a
     Registration Statement or the Prospectus based upon written information
     furnished to the Company by any Underwriter through the Representatives
     specifically for use therein, it being understood and agreed that the only
     such information is that described as such in Section 7(c) hereof.

          (iii) The Company has been duly incorporated and is a validly existing
     corporation in good standing under the laws of the State of Delaware, with
     corporate power and authority to own its properties and conduct its
     business as described in the Prospectus; and the Company is duly qualified
     to do business as a foreign corporation in good standing in all other
     jurisdictions in which its ownership, lease or operation of property or the
     conduct of its business requires such qualification, except where the
     failure to be so qualified could not, individually or in the aggregate,
     have a material adverse effect on the condition (financial or other),
     business, results of operations, properties or general affairs of the
     Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE
     EFFECT").

          (iv) The Company's only subsidiaries are listed on EXHIBIT I hereto.
     Each subsidiary of the Company has been duly incorporated or organized and
     is a validly existing corporation or limited liability partnership, as the
     case may be, in good standing under the laws of the jurisdiction of its
     incorporation or organization, as applicable, with power and authority
     (corporate and other) to own, lease and operate its properties and conduct
     its business as described in the Prospectus; and each subsidiary of the
     Company is duly qualified to do business as a foreign corporation or
     partnership, as applicable, in good standing in all other jurisdictions in
     which its ownership, lease or operation of property or the conduct of its
     business requires such qualification, except where the failure to be so
     qualified could not, individually or in the aggregate, have a Material
     Adverse Effect; all of the issued and outstanding capital stock of each
     subsidiary of the Company that is a corporation has been duly authorized
     and validly issued and is fully paid and nonassessable; and the capital
     stock of each subsidiary that is a corporation owned by the Company,
     directly or through subsidiaries, is owned free and clear of any mortgage,
     pledge, lien, security interest, claim, encumbrance or defect of any kind.
     The Company, through its subsidiaries EB Investment Corp., a Delaware
     corporation, and Electronics Boutique of America Inc., a Pennsylvania
     corporation, indirectly owns 99.99% of the partnership interests in EB
     Services Company, LLP, a Pennsylvania limited liability partnership, free
     and clear of any mortgage, pledge, lien, security interest, claim,
     encumbrance or defect of any kind.

          (v) The Offered Securities to be sold by the Company have been duly
     authorized and will be, when issued and paid for in accordance with this
     Agreement, validly issued, fully paid and nonassessable and no further
     approval or authority of the stockholders or the Board of Directors of the
     Company is or will be required for the issuance and sale of the Offered
     Securities to be sold by the


                                       3
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     Company as contemplated by this Agreement; the Offered Securities to be
     sold by the Selling Stockholder and all other outstanding shares of capital
     stock of the Company have been duly authorized, are validly issued, fully
     paid and nonassessable and have been issued in compliance with applicable
     federal and state securities laws; the authorized and outstanding capital
     stock of the Company conform to the descriptions thereof contained in the
     Prospectus under the captions "Capitalization" and "Description of Capital
     Stock"; and the stockholders of the Company have no preemptive or similar
     rights with respect to the Offered Securities or any other securities of
     the Company.

          (vi) There are no contracts, agreements or understandings between the
     Company and any person that would give rise to a valid claim against the
     Company or any Underwriter for a brokerage commission, finder's fee or
     other like payment in connection with the transactions contemplated by this
     Agreement.

          (vii) Except as disclosed in the Prospectus, there are no contracts,
     agreements or understandings between the Company and any third party
     (whether acting in an individual, fiduciary or other capacity) granting
     such third party the right to require the Company to file a registration
     statement under the Act with respect to any securities of the Company owned
     or to be owned by such third party or to require the Company to include
     such securities in the Offered Securities registered pursuant to the
     Registration Statement or in any securities being registered pursuant to
     any other registration statement filed by the Company under the Act.

          (viii) On the date each Registration Statement was first filed with
     the Commission, and at the Effective Time, the Company met the conditions
     for use of Form S-3 under the Act and the Rules and Regulations.

          (ix) The Securities are listed on the Nasdaq Stock Market's National
     Market. The Offered Securities have been approved for listing subject to
     notice of issuance on the Nasdaq Stock Market's National Market.

          (x) No consent, approval, authorization, order, registration or
     qualification of, or filing with, any third party (whether acting in an
     individual, fiduciary or other capacity) or any governmental or regulatory
     agency or body or any court is required for the consummation by the Company
     of the transactions contemplated by this Agreement in connection with
     issuance and sale of the Offered Securities, except such as have been
     obtained and made under the Act and such as may be required under state
     securities laws in connection with the issuance and sale of the Offered
     Securities.

          (xi) The execution, delivery and performance of this Agreement and the
     consummation of the transactions contemplated herein have been duly
     authorized by all necessary corporate action on the part of the Company
     and, to the extent required, its stockholders and do not and will not
     conflict with or result in a breach or violation of any of the terms and
     provisions of, and do not and will not constitute a default (or an event
     which with the giving of notice or the lapse of time or both could
     reasonably be likely to constitute a default) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any assets
     or properties of the Company or any of its subsidiaries (including any
     individual institution within such entity) under (A) the charter, by-laws
     or other organizational documents of the Company or any subsidiary, (B) any
     statute, rule, regulation, requirement, order or decree of any governmental
     or regulatory agency or body or any court, domestic or foreign, having
     jurisdiction over the Company or any subsidiary or any of their properties,
     assets or operations, or (C) any indenture, mortgage, loan or credit
     agreement, note, lease, permit, license or other agreement or instrument to
     which the Company or any subsidiary is a party or by which the Company or
     any subsidiary is bound or to which any of the properties, assets or
     operations of the Company or any subsidiary is subject, except in the case
     of clause (C) above, as could not, individually or in the aggregate, have a
     Material Adverse Effect.


                                       4
<PAGE>

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

          (xiii) The Company and its subsidiaries have good and marketable title
     to all real properties and all other properties and assets owned by them,
     in each case free and clear of any mortgage, pledge, lien, security
     interest, claim or other encumbrance or defect that could individually or
     in the aggregate materially affect the value thereof, materially interfere
     with the use made or to be made thereof by them, or, individually or in the
     aggregate, have a Material Adverse Effect; and the Company and its
     subsidiaries hold any leased real or personal property under valid and
     subsisting leases which are enforceable against the Company with no
     exceptions that would materially interfere with the use made or to be made
     thereof by them; neither the Company nor any subsidiary is in default under
     any such lease; and no claim of any sort has been asserted by anyone
     adverse to the rights of the Company or any subsidiary under any such lease
     or affecting or questioning the right of such entity to the continued
     possession of the leased properties under any such lease, which claim
     could, individually or in the aggregate, have a Material Adverse Effect.

          (xiv) The Company and its subsidiaries possess all approvals,
     authorizations, certificates, permits and licenses (collectively,
     "LICENSES") issued by appropriate governmental or regulatory agencies or
     bodies as are necessary to own, lease or operate their properties and
     conduct their business as described in the Prospectus, and all such
     Licenses are in full force and effect, except where the failure to possess
     such Licenses could not, individually or in the aggregate, have a Material
     Adverse Effect. The Company and its subsidiaries are in substantial
     compliance with their respective obligations under such Licenses and
     neither the Company nor any of its subsidiaries has received notice of any
     proceedings, investigations or inquiries (or is aware of any facts that
     would form a reasonable basis for any proceedings, investigations or
     inquiries) relating to the revocation, modification, termination or
     suspension of any such License or impairment of the rights of the Company
     or such subsidiaries thereunder that, if determined adversely to the
     Company or any of its subsidiaries, could individually or in the aggregate
     have a Material Adverse Effect.

          (xv) No labor dispute with the employees of the Company or any
     subsidiary exists or, to the best knowledge of the Company, is imminent
     that could, individually or in the aggregate, have a Material Adverse
     Effect.

          (xvi) The Company or one of its subsidiaries is the exclusive owner
     of, or has obtained a valid license on commercially reasonable terms for,
     all trademarks, trademark registrations, service marks, service mark
     registrations, domain names, trade names, copyrights, copyright
     registrations, patents, inventions, know-how (including trade secrets and
     other unpatented and/or unpatentable proprietary or confidential
     information, computer software, systems or procedures), confidential
     information and any other intellectual property or rights described in the
     Prospectus as being owned, licensed or used by the Company or any of its
     subsidiaries or that are necessary for the conduct of their businesses as
     described in the Prospectus (collectively, "INTELLECTUAL PROPERTY"), except
     where the failure to be the exclusive owner of, or possess a valid license
     for, the Intellectual Property could not have a Material Adverse Effect and
     the Company is not aware of any claim (or of any facts that would form a
     reasonable basis for any claim) to the contrary or any challenge by any
     third party to the rights of the Company or any of its subsidiaries with
     respect to any such Intellectual Property or to the validity or scope of
     any such Intellectual Property or of any claim (or of any facts that would
     form a reasonable basis for any claim) that such Intellectual Property
     infringes any third party intellectual property. And neither the Company
     nor any of its subsidiaries has any claim against a third party with
     respect to the infringement by such third party to any Intellectual
     Property that, if determined adversely to the Company or any of its
     subsidiaries, could individually or in the aggregate have a Material
     Adverse Effect. The Company and its subsidiaries have a good faith belief
     in the distinctiveness and enforceability of all trademarks, service marks
     and trade names and in the validity and enforceability of all patents
     included in the Intellectual Property. The Intellectual Property includes
     all intellectual property and similar rights necessary or advisable for the
     conduct of the business of the Company as now conducted and described in
     the Prospectus or as planned to be conducted.

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          (xvii) To the best knowledge of the Company, the properties, assets
     and operations of the Company and its subsidiaries are in compliance with
     all applicable federal, state, local and foreign environmental laws, rules
     and regulations, orders, decrees, judgments, permits and licenses relating
     to public and worker health and safety, and to the protection and clean-up
     of the natural environment and to the protection or preservation of natural
     resources and of plant and animal species, and activities or conditions
     related thereto, including, without limitation, those relating to the
     production, extraction, processing, manufacturing, generation, handling,
     disposal, transportation or release of hazardous materials (collectively,
     "ENVIRONMENTAL LAWS"). With respect to such properties, assets and
     operations (including any previously owned, leased or operated properties,
     assets or operations with respect to such prior period of ownership or
     operation), there are no past, present or, to the best knowledge of the
     Company, reasonably anticipated future events, conditions, circumstances,
     activities, practices, incidents, actions or plans of the Company or any of
     its subsidiaries that may interfere with or prevent compliance or continued
     compliance by the Company and its subsidiaries with applicable
     Environmental Laws. To the best knowledge of the Company, neither the
     Company nor any of its subsidiaries is the subject of any federal, state,
     local or foreign investigation. Neither the Company nor any of its
     subsidiaries has received any notice or claim (or is aware of any facts
     that would be expected to result in any such claim), nor entered into any
     negotiations or agreements with any third party, relating to any liability
     or potential liability or remedial action or potential remedial action
     under Environmental Laws, nor are there any pending, reasonably anticipated
     or, to the best knowledge of the Company, threatened actions, suits or
     proceedings against or affecting the Company, any of its subsidiaries or
     their properties, assets or operations in connection with any such
     Environmental Laws. The term "HAZARDOUS MATERIALS" shall mean those
     substances that are regulated by or form the basis for liability under any
     applicable Environmental Laws.

          (xviii) Except as disclosed in the Prospectus, there are no pending
     actions, suits, proceedings or investigations against or affecting the
     Company, any of its subsidiaries or any of their respective properties,
     assets or operations that, if determined adversely to the Company or any of
     its subsidiaries, could individually or in the aggregate have a Material
     Adverse Effect, or could materially and adversely affect the ability of the
     Company to perform its obligations under this Agreement, or which are
     otherwise material in the context of the sale of the Offered Securities;
     and no such actions, suits, proceedings or investigations are threatened
     or, to the Company's best knowledge, contemplated.

          (xix) The financial statements and related schedules and notes
     included in each Registration Statement and the Prospectus (including,
     without limitation, the financial statements incorporated by reference
     therein) comply with the requirements of the Act and the Rules and
     Regulations, present fairly the financial position of the Company and its
     consolidated subsidiaries as of the dates shown and their results of
     operations and cash flows for the periods shown, and such financial
     statements have been prepared in conformity with generally accepted
     accounting principles in the United States applied on a consistent basis.
     The other financial information and statistical data set forth in the
     Prospectus present fairly the information shown therein and have been
     compiled on a basis consistent with that of the audited consolidated
     financial statements included in the Registration Statements. The pro forma
     financial statements and other pro forma financial information included in
     the Prospectus present fairly the information shown therein, have been
     prepared in accordance with the applicable accounting requirements of Rule
     11-02 of Regulation S-X of the Rules and Regulations, have been compiled on
     the pro forma basis described therein and, in the opinion of the Company,
     the assumptions used provide a reasonable basis for presenting the
     significant effects directly attributable to the transactions or events
     reflected therein, the related pro forma adjustments give appropriate
     effect to those assumptions, and the pro forma columns therein reflect the
     proper application of those adjustments to the corresponding historical
     financial statement amounts.

          (xx) Since the dates as of which information is given in each
     Registration Statement and the Prospectus, (A) neither the Company nor any
     of its subsidiaries has incurred any material liability or obligation
     (indirect, direct or contingent) or entered into any material, verbal or
     written agreement or


                                       6
<PAGE>

     other transaction that is not in the ordinary course of business or that
     could result in a material reduction in the future earnings of the Company;
     (B) there has been no material change, except as contemplated by the
     Prospectus, in the indebtedness of the Company, no change in the capital
     stock of the Company and no dividend or distribution of any kind declared,
     paid or made by the Company on any class of its capital stock; and (C)
     there has been no change which, individually or in the aggregate, could
     have a Material Adverse Effect.

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

          (xxii) Except as disclosed in the Prospectus, there are no outstanding
     (A) securities or obligations of the Company convertible into or
     exchangeable for any capital stock of the Company, (B) warrants, rights or
     options to subscribe for or purchase from the Company any such capital
     stock or any such convertible or exchangeable securities or obligations or
     (C) obligations of the Company to issue such shares, any such convertible
     or exchangeable securities or obligations, or any such warrants, rights or
     obligations.

          (xxiii) Each "employee benefit plan" within the meaning of the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in
     which employees of the Company or any subsidiary participate or as to which
     the Company or any subsidiary has any liability (the "ERISA PLANS") is, to
     the best knowledge of the Company, in compliance with the applicable
     provisions of ERISA and the Internal Revenue Code of 1986, as amended (the
     "CODE"). Neither the Company nor any subsidiary or any entity that,
     together with the Company, is treated as a single employer under Section
     414 of the Code, has maintained or contributed to any ERISA Plan that is
     subject to Title IV of ERISA. Neither the Company nor any subsidiary has
     any liability, whether or not contingent, with respect to any ERISA Plan
     that provides post-retirement welfare benefits. There are no liabilities
     with respect to any ERISA Plan or any stock or other incentive compensation
     plan of the Company or any subsidiary which could individually or in the
     aggregate have a Material Adverse Effect. No pending or, to the best
     knowledge of the Company, threatened disputes, lawsuits or claims (other
     than routine claims for benefits), investigations, audits or complaints to,
     or by, any person or governmental authority have been filed or are pending
     in connection with any ERISA Plan or any stock or other incentive
     compensation Plan of the Company or any subsidiary.

          (xxiv) The Company and its subsidiaries have filed on a timely basis
     (subject to applicable filing extensions obtained by the Company and its
     subsidiaries in accordance with applicable law) all federal, state, local
     and foreign tax returns required to be filed, such returns are complete and
     correct, and all taxes shown by such returns or otherwise assessed that are
     due and payable have been paid, except such taxes as are being contested in
     good faith and as to which adequate reserves have been provided. The
     charges, accruals and reserves on the books of the Company and its
     subsidiaries in respect of any tax liability for any year not finally
     determined are, to the best knowledge of the Company, adequate to meet
     assessments or reassessments, if any, for additional taxes; and there has
     been no tax deficiency asserted and the Company is not aware of any facts
     that would form a reasonable basis for the assertion of any tax deficiency
     against the Company or any of its subsidiaries that could individually or
     in the aggregate have a Material Adverse Effect.

          (xxv) The Company and its subsidiaries maintain a system of internal
     accounting controls that the Company believes are sufficient for purposes
     of the prevention or detection of errors or irregularities in amounts that
     could be expected to be material to the Company's consolidated financial
     statements and the recording of transactions so as to permit the
     preparation of such consolidated financial statements in conformity with
     generally accepted accounting principles.

          (xxvi) Neither the Company nor any of its subsidiaries is in violation
     of (A) its charter, by-laws


                                       7
<PAGE>

     or other organizational documents or (B) any applicable law, ordinance,
     administrative or governmental or regulatory rule, regulation or any order,
     decree or judgment of any court or governmental or regulatory agency or
     body having jurisdiction over the Company or any subsidiary, except in the
     case of clause (B) above for any such violations which could not,
     individually or in the aggregate, have a Material Adverse Effect; and no
     event of default or event that, but for the giving of notice or the lapse
     of time or both, would constitute an event of default exists, or upon
     consummation of the transactions contemplated by this Agreement or the
     Prospectus, including, without limitation, the use of proceeds from the
     sale of the Offered Securities in the manner contemplated by the
     description under the caption "Use of Proceeds" contained in the Prospectus
     will exist, under any indenture, mortgage, loan or credit agreement, note,
     lease, permit, license or other agreement or instrument to which the
     Company or any subsidiary is a party or by which the Company or any
     subsidiary is bound or to which any of the properties, assets or operations
     of the Company or any subsidiary is subject except as disclosed in the
     Prospectus and as could not, individually or in the aggregate, have a
     Material Adverse Effect. There are no statutes, regulations, contracts or
     other documents that are required to be described in the Registration
     Statements or the Prospectus or to be filed as exhibits to the Registration
     Statements that are not described or filed as required.

          (xxvii) The Company and its subsidiaries carry or are entitled to the
     benefits of insurance in such amounts as are customary in the businesses in
     which they are engaged, and all such insurance is in full force and effect.

          (xxviii) The Company has not taken, directly or indirectly, any action
     designed to or that could cause or result in stabilization or manipulation
     of the price of the Offered Securities to facilitate the sale or resale of
     the Offered Securities.

     (b) The Selling Stockholder represents and warrants to, and agrees with,
the several Underwriters that:

          (i) The Selling Stockholder has been duly incorporated and is a
     validly existing corporation in good standing under the laws of the State
     of Nevada, with corporate power and authority to own its properties and
     conduct its business as described in the Prospectus; and the Selling
     Stockholder is duly qualified to do business as a foreign corporation in
     good standing in all other jurisdictions in which its ownership, lease or
     operation of property or the conduct of its business requires such
     qualification, except where the failure to be so qualified could not,
     individually or in the aggregate, have a Material Adverse Effect.

          (ii) The Selling Stockholder has and on each Closing Date hereinafter
     mentioned will have valid and unencumbered title to the Offered Securities
     to be delivered by the Selling Stockholder on such Closing Date and full
     right, power and authority to enter into this Agreement and the Custody
     Agreement (the "CUSTODY AGREEMENT") and Irrevocable Power of Attorney (the
     "POWER OF ATTORNEY") entered into by the Selling Stockholder in connection
     with the transactions contemplated hereby and to sell, assign, transfer and
     deliver the Offered Securities to be delivered by the Selling Stockholder
     on such Closing Date hereunder; and upon the delivery of and payment for
     the Offered Securities on each Closing Date hereunder the several
     Underwriters will acquire valid and unencumbered title to the Offered
     Securities to be delivered by the Selling Stockholder on such Closing Date.

          (iii) If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement: (A) on the Effective
     Date of the Initial Registration Statement, the Initial Registration
     Statement conformed in all respects to the requirements of the Act and the
     Rules and Regulations and 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, (B) on
     the Effective Date of the Additional Registration Statement (if any), each
     Registration Statement conformed or will conform, in all respects to the
     requirements of the Act and the Rules and


                                       8
<PAGE>

     Regulations and did not include, or will not include, any untrue statement
     of a material fact and did not omit, or will not omit, to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and (C) on the date of this Agreement,
     the Initial Registration Statement and, if the Effective Time of the
     Additional Registration Statement is prior to the execution and delivery of
     this Agreement, the Additional Registration Statement each conforms, and at
     the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such
     filing is required) at the Effective Date of the Additional Registration
     Statement in which the Prospectus is included, and on each Closing Date,
     each Registration Statement and the Prospectus will conform, in all
     respects to the requirements of the Act and the Rules and Regulations, and
     neither of such documents includes, or will include, any untrue statement
     of a material fact or omits, or will omit, to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading. If the Effective Time of the Initial Registration Statement
     is subsequent to the execution and delivery of this Agreement: (A) on the
     Effective Date of the Initial Registration Statement, the Initial
     Registration Statement and the Prospectus will conform in all respects to
     the requirements of the Act and the Rules and Regulations, neither of such
     documents will include any untrue statement of a material fact or will omit
     to state any material fact required to be stated therein or necessary to
     make the statements therein not misleading, and no Additional Registration
     Statement has been or will be filed and (B) on each Closing Date, the
     Initial Registration Statement and the Prospectus will conform in all
     respects to the requirements of the Act and the Rules and Regulations,
     neither of such documents will include any untrue statement of a material
     fact or will omit to state any material fact required to be stated therein
     or necessary to make the statements therein not misleading, and no
     Additional Registration Statement has been or will be filed. The two
     preceding sentences apply only to the extent that any statements in or
     omissions from a Registration Statement or the Prospectus are based on
     written information furnished to the Company by the Selling Stockholder
     specifically for use therein.

          (iv) This Agreement, the Custody Agreement and Power of Attorney have
     each been duly authorized, executed and delivered by or on behalf of the
     Selling Stockholder and this Agreement, the Custody Agreement and Power of
     Attorney each constitute the legal, valid and binding obligations of the
     Selling Stockholder enforceable against the Selling Stockholder in
     accordance with their respective terms.

          (v) No consent, approval, authorization, order, registration or
     qualification of, or filing with, any third party (whether acting in an
     individual, fiduciary or other capacity) or any governmental or regulatory
     agency or body or court is required to be obtained or made by the Selling
     Stockholder for the consummation of the transactions contemplated by this
     Agreement, the Custody Agreement or the Power of Attorney in connection
     with the sale of the Offered Securities by the Selling Stockholder, except
     such as have been obtained and made under the Act and such as may be
     required under state securities laws.

          (vi) The execution, delivery and performance by or on behalf of the
     Selling Stockholder of this Agreement, the Custody Agreement and the Power
     of Attorney and the consummation of the transactions contemplated herein
     have been duly authorized by all necessary corporate action on the part of
     the Selling Stockholder and, to the extent required, its stockholders and
     do not and will not conflict with or result in a breach or violation of any
     of the terms and provisions of, and do not and will not constitute a
     default (or an event which with the giving of notice or the lapse of time
     or both could reasonably be likely to constitute a default) under, or
     result in the creation or imposition of any lien, charge or encumbrance
     upon the Offered Securities to be sold by the Selling Stockholder under (A)
     the charter, by-laws or other organizational documents of the Selling
     Stockholder, (B) any statute, any rule, regulation, requirement, order or
     decree of any governmental or regulatory agency or body or any court,
     domestic or foreign, having jurisdiction over the Selling Stockholder or
     any of its properties, assets or operations, or (C) any indenture,
     mortgage, loan or credit agreement, note, lease, permit, license or other
     agreement or instrument to which the Selling Stockholder is a party or by
     which the Selling Stockholder is bound or to which any of the properties,
     assets or operations of the Selling Stockholder is subject, except in the
     case of clause (C) above as could not, individually or in


                                       9
<PAGE>

     the aggregate, have a Material Adverse Effect.

          (vii) There are no contracts, agreements or understandings between the
     Selling Stockholder and any third party that would give rise to a valid
     claim against the Selling Stockholder or any Underwriter for a brokerage
     commission, finder's fee or other like payment in connection with the
     transactions contemplated by this Agreement, the Custody Agreement and the
     Power of Attorney.

          (viii) The Selling Stockholder has not taken, directly or indirectly,
     any action designed to or that could cause or result in stabilization or
     manipulation of the price of the Offered Securities to facilitate the sale
     or resale of the Offered Securities.

     3. PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company and the Selling Stockholder
agree, severally and not jointly, to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company and
the Selling Stockholder, at a purchase price of $ [ ____ ] per share, the number
of Firm Securities set forth below the caption "Company" or "Selling
Stockholder", as the case may be, and opposite the name of such Underwriter in
Schedule A hereto.

     Certificates in negotiable form for the Offered Securities to be sold by
the Selling Stockholder hereunder have been placed in custody, for delivery
under this Agreement, under a Custody Agreement made with EquiServe Trust
Company, N.A., as custodian ("CUSTODIAN"). The Selling Stockholder agrees that
the shares represented by the certificates held in custody for the Selling
Stockholder under such Custody Agreement are subject to the interests of the
Underwriters hereunder, that the arrangements made by the Selling Stockholder
for such custody are to that extent irrevocable, and that the obligations of the
Selling Stockholder hereunder shall not be terminated by operation of law,
whether by the liquidation and/or dissolution of the Selling Stockholder or the
occurrence of any other event. If the Selling Stockholder should be liquidated
and/or dissolved, or if any other such event should occur, before the delivery
of the Offered Securities hereunder, certificates for such Offered Securities
shall be delivered by the Custodian in accordance with the terms and conditions
of this Agreement as if such liquidation and/or dissolution or other event had
not occurred, regardless of whether or not the Custodian shall have received
notice of such liquidation and/or dissolution or other event.

     The Company and the Custodian will deliver the Firm Securities to the
Representatives for the accounts of the Underwriters, against payment of the
purchase price in Federal (same day) funds by wire transfer to an account at a
bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the
order of the Company in the case of 2,500,000 shares of Firm Securities and to
the order of the Custodian in the case of 1,500,000 shares of Firm Securities,
at the office of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York,
New York 10019-6092, at 10:30 A.M., New York time, on August [ ____ ], 2001, or
at such other time not later than seven full business days thereafter as CSFBC
and the Company mutually determine, such time being herein referred to as the
"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange
Act of 1934, the First Closing Date (if later than the otherwise applicable
settlement date) shall be the settlement date for payment of funds and delivery
of securities for all the Offered Securities sold pursuant to the offering. The
certificates for the Firm Securities so to be delivered will be in definitive
form, in such denominations and registered in such names as CSFBC requests and
will be made available for checking and packaging at the office of CSFBC, Eleven
Madison Avenue, New York, New York, 10010-3629 at least 24 hours prior to the
First Closing Date.

     In addition, upon written notice from CSFBC given to the Company and the
Selling Stockholder from time to time not more than 30 days subsequent to the
date of the Prospectus, the Underwriters may purchase all or less than all of
the Optional Securities at the purchase price per Security to be paid for the
Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the
number of shares of Optional Securities specified in such notice and the
Underwriters agree, severally and not jointly, to purchase such Optional
Securities. Such Optional Securities shall be purchased for the account of each
Underwriter in the same


                                       10
<PAGE>

proportion as the number of Firm Securities set forth opposite such
Underwriter's name bears to the total number of Firm Securities (subject to
adjustment by CSFBC to eliminate fractions) and may be purchased by the
Underwriters only for the purpose of covering over-allotments made in connection
with the sale of the Firm Securities. No Optional Securities shall be sold or
delivered unless the Firm Securities previously have been, or simultaneously
are, sold and delivered. The right to purchase the Optional Securities or any
portion thereof may be exercised from time to time and to the extent not
previously exercised may be surrendered and terminated at any time upon notice
by CSFBC to the Company and the Selling Stockholder.

     Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Custodian will deliver
the Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several Underwriters, against payment of
the purchase price therefor in Federal (same day) funds by official bank check
or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to
the order of the Custodian, at the above office of Dewey Ballantine LLP. The
certificates for the Optional Securities being purchased on each Optional
Closing Date will be in definitive form, in such denominations and registered in
such names as CSFBC requests upon reasonable notice prior to such Optional
Closing Date and will be made available for checking and packaging at the above
office of CSFBC at a reasonable time in advance of such Optional Closing Date.

     4. OFFERING BY UNDERWRITERS. It is understood that the several Underwriters
propose to offer the Offered Securities for sale to the public as set forth in
the Prospectus.

     5. CERTAIN AGREEMENTS OF THE COMPANY AND THE SELLING STOCKHOLDER. The
Company agrees with the several Underwriters and the Selling Stockholder and,
with respect to clauses (i), (j), (l), (m) and (n) below, the Selling
Stockholder agrees with the Company and the several Underwriters that:

          (a) If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement, the Company will
     file the Prospectus with the Commission pursuant to and in accordance with
     subparagraph (1) (or, if applicable and if consented to by CSFBC,
     subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the
     second business day following the execution and delivery of this Agreement
     or (B) the fifteenth business day after the Effective Date of the Initial
     Registration Statement. The Company will advise CSFBC promptly of any such
     filing pursuant to Rule 424(b). If the Effective Time of the Initial
     Registration Statement is prior to the execution and delivery of this
     Agreement and an additional registration statement is necessary to register
     a portion of the Offered Securities under the Act but the Effective Time
     thereof has not occurred as of such execution and delivery, the Company
     will file the additional registration statement or, if filed, will file a
     post-effective amendment thereto with the Commission pursuant to and in
     accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on
     the date of this Agreement or, if earlier, on or prior to the time the
     Prospectus is printed and distributed to any Underwriter, or will make such
     filing at such later date as shall have been consented to by CSFBC.

          (b) The Company will advise CSFBC promptly of any proposal to amend or
     supplement the initial or any additional registration statement as filed or
     the related prospectus or the Initial Registration Statement, the
     Additional Registration Statement (if any) or the Prospectus and will not
     effect such amendment or supplementation without CSFBC's prior consent; and
     the Company will also advise CSFBC promptly of the effectiveness of each
     Registration Statement (if the Effective Time is subsequent to the
     execution and delivery of this Agreement) and of any amendment or
     supplementation of a Registration Statement or the Prospectus and of the
     institution by the Commission of any stop order proceedings in respect of a
     Registration Statement and will use its best efforts to prevent the
     issuance of any such stop order and to obtain as soon as possible its
     lifting, if issued.


                                       11
<PAGE>

          (c) If, at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the Act in connection with
     sales by any Underwriter or dealer, any event occurs or condition exists as
     a result of which the Prospectus as then amended or supplemented would
     include an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, or if it is
     necessary at any time to amend the Prospectus to comply with the Act, the
     Company will promptly notify CSFBC of such event and will promptly prepare
     and file with the Commission, at its own expense, an amendment or
     supplement which will correct such statement or omission or an amendment
     which will effect such compliance. Neither CSFBC's consent to, nor the
     Underwriters' delivery of, any such amendment or supplement shall
     constitute a waiver of any of the conditions set forth in Section 6 hereof.

          (d) As soon as practicable, but not later than the Availability Date
     (as defined below), the Company will make generally available to its
     security holders an earnings statement covering a period of at least 12
     months beginning after the Effective Date of the Initial Registration
     Statement (or, if later, the Effective Date of the Additional Registration
     Statement) which will satisfy the provisions of Section 11(a) of the Act.
     For the purpose of the preceding sentence, "AVAILABILITY DATE" means the
     45th day after the end of the fourth fiscal quarter following the fiscal
     quarter that includes such Effective Date, except that, if such fourth
     fiscal quarter is the last quarter of the Company's fiscal year,
     "AVAILABILITY DATE" means the 90th day after the end of such fourth fiscal
     quarter.

          (e) The Company will furnish to the Representatives copies of each
     Registration Statement (three of which will be signed and will include all
     exhibits and signed accountant's reports of KPMG LLP), each related
     preliminary prospectus, and, so long as a prospectus relating to the
     Offered Securities is required to be delivered under the Act in connection
     with sales by any Underwriter or dealer, the Prospectus and all amendments
     and supplements to such documents, in each case in such quantities as CSFBC
     requests. The Prospectus shall be so furnished on or prior to 3:00 P.M.,
     New York time, on the business day following the later of the execution and
     delivery of this Agreement or the Effective Time of the Initial
     Registration Statement. All other such documents shall be so furnished as
     soon as available. The Company and the Selling Stockholder will pay the
     expenses of printing and distributing to the Underwriters all such
     documents.

          (f) The Company will arrange for the qualification of the Offered
     Securities for sale under the laws of such jurisdictions as CSFBC
     designates and will continue such qualifications in effect so long as
     required for the distribution.

          (g) During the period of five years hereafter, the Company will
     furnish to the Representatives and, upon request, to each of the other
     Underwriters, as soon as practicable after the end of each fiscal year, a
     copy of its annual report to stockholders for such year; and the Company
     will furnish to the Representatives (i) as soon as available, a copy of
     each report and any definitive proxy statement of the Company filed with
     the Commission as required under the Securities Exchange Act of 1934, as
     amended, or mailed to stockholders, and (ii) from time to time, such other
     information concerning the Company as CSFBC may reasonably request.

          (h) The Company will apply the net proceeds of the Offering received
     by the Company contemplated hereunder in the manner set forth in the
     Prospectus under the caption "Use of Proceeds".

          (i) The Company and the Selling Stockholder will each use their best
     efforts to cause the Custodian to agree to deliver to CSFBC, attention:
     Transactions Advisory Group on the Closing Date a letter stating that the
     Custodian will deliver to the Selling Stockholder a United States Treasury
     Department Form 1099 (or other applicable form or statement specified by
     the United States Treasury Department regulations in lieu thereof) on or
     before January 31 of the year following the date of this Agreement.


                                       12
<PAGE>

          (j) The Company and the Selling Stockholder each agree with the
     several Underwriters that the Company and the Selling Stockholder will pay
     all expenses of the Company and the Selling Stockholder incident to the
     performance of the obligations of the Company and the Selling Stockholder,
     as the case may be, under this Agreement, for any filing fees and other
     expenses (including fees and disbursements of counsel) in connection with
     qualification of the Offered Securities for sale under the laws of such
     jurisdictions as CSFBC designates and the printing of memoranda relating
     thereto, for the filing fee incident to the review by the National
     Association of Securities Dealers, Inc. (the "NASD") of the Offered
     Securities, for any travel expenses of the Company's officers and employees
     and any other expenses of the Company in connection with attending or
     hosting meetings with prospective purchasers of the Offered Securities, for
     any transfer taxes on the sale by the Selling Stockholder of the Offered
     Securities to the Underwriters and for expenses incurred in distributing
     preliminary prospectuses and the Prospectus (including any amendments and
     supplements thereto) to the Underwriters.

          (k) For a period of 90 days after the date of the public offering of
     the Offered Securities, the Company will not, directly or indirectly,
     offer, sell, contract to sell, pledge or otherwise dispose of, or file or
     cause to be filed with the Commission a registration statement under the
     Act relating to, any shares of its Securities or securities or other rights
     convertible into or exchangeable or exercisable for any shares of its
     Securities, or publicly disclose the intention to make any such offer,
     sale, pledge, disposition or filing, without the prior written consent of
     CSFBC except for grants of employee stock options pursuant to the terms of
     a plan in effect on the date hereof or issuances of Securities pursuant to
     the exercise of such options or the sale of Securities pursuant to the
     terms of an employee stock purchase plan in effect on the date hereof.

          (l) The Selling Stockholder and the stockholders listed on EXHIBIT II
     (collectively, the "KIM STOCKHOLDERS") each agree, for a period of 90 days
     after the date of the public offering of the Offered Securities, not to,
     directly or indirectly, offer, sell, contract to sell, pledge or otherwise
     dispose of, or request or demand the filing with the Commission of a
     registration statement under the Act relating to, any shares of Securities
     of the Company or securities or other rights convertible into or
     exchangeable or exercisable for any shares of Securities, enter into a
     transaction which would have the same effect, or enter into any swap, hedge
     or other arrangement that transfers, in whole or in part, any of the
     economic consequences of ownership of the Securities, whether any such
     aforementioned transaction is to be settled by delivery of the Securities
     or such other securities, in cash or otherwise, or publicly disclose the
     intention to make any such offer, sale, pledge or disposition, or enter
     into any such transaction, swap, hedge or other arrangement, without, in
     each case, the prior written consent of CSFBC.

          (m) The Company and the Selling Stockholder will each use its best
     efforts to cause the executive officers and directors of the Company to
     agree that each such executive officer and director will not, directly or
     indirectly, for a period of 90 days after the date of the public offering
     of the Offered Securities, offer, sell, contract to sell, pledge or
     otherwise dispose of, or request or demand the filing with the Commission
     of a registration statement under the Act relating to, any shares of the
     Securities of the Company or securities or other rights convertible into or
     exchangeable or exercisable for any shares of Securities, enter into a
     transaction which would have the same effect, or enter into any swap, hedge
     or other arrangement that transfers, in whole or in part, any of the
     economic consequences of ownership of the Securities, whether any such
     aforementioned transaction is to be settled by delivery of the Securities
     or such other securities, in cash or otherwise, or publicly disclose the
     intention to make any such offer, sale, pledge or disposition, or enter
     into any such transaction, swap, hedge or other arrangement, without, in
     each case, the prior written consent of CSFBC.

          (n) Neither the Company nor the Selling Stockholder will take,
     directly or indirectly, any action designed to or that could cause or
     result in stabilization or manipulation of the price of the Offered
     Securities to facilitate the sale or resale of the Offered Securities.


                                       13
<PAGE>

          (o) The Company will use its best efforts to effect the listing of the
     Offered Securities on the Nasdaq Stock Market's National Market.

     6. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholder herein, to the
accuracy of the statements of Company officers made pursuant to the provisions
hereof, to the performance by the Company and the Selling Stockholder of their
obligations hereunder and to the following additional conditions precedent:

          (a) The Representatives shall have received a letter, dated the date
     of delivery thereof (which, if the Effective Time of the Initial
     Registration Statement is prior to the execution and delivery of this
     Agreement, shall be on or prior to the date of this Agreement or, if the
     Effective Time of the Initial Registration Statement is subsequent to the
     execution and delivery of this Agreement, shall be prior to the filing of
     the amendment or post-effective amendment to the registration statement to
     be filed shortly prior to such Effective Time), of KPMG LLP confirming that
     they are independent public accountants within the meaning of the Act and
     the applicable published Rules and Regulations thereunder and stating to
     the effect that:

               (i) in their opinion the financial statements and schedules
          audited by them and included in the Registration Statements or in the
          material incorporated by reference into the Prospectus comply as to
          form in all material respects with the applicable accounting
          requirements of the Act and the related published Rules and
          Regulations;

               (ii) they have performed the procedures specified by the American
          Institute of Certified Public Accountants for a review of interim
          financial information as described in Statement of Auditing Standards
          No. 71, Interim Financial Information, on the unaudited financial
          statements included in the Registration Statements or in the material
          incorporated by reference into the Prospectus;

               (iii) on the basis of the review referred to in clause (ii)
          above, a reading of the latest available interim financial statements
          of the Company, a reading of the minutes of all meetings of the
          stockholders and directors (including any committee thereof) of the
          Company and its subsidiaries, inquiries of officials of the Company
          who have responsibility for financial and accounting matters and other
          specified procedures, nothing came to their attention that caused them
          to believe that:

                    (A) the unaudited interim financial statements included in
               the Registration Statements and the Prospectus do not comply as
               to form in all material respects with the applicable accounting
               requirements of the Act and the related published Rules and
               Regulations or any material modifications should be made to such
               unaudited interim financial statements for them to be in
               conformity with generally accepted accounting principles;

                    (B) the information set forth in the Prospectus under the
               captions "Summary Consolidated Financial and Operating Data" and
               "Selected Consolidated Financial and Operating Data" does not
               agree with the amounts set forth in the unaudited interim
               consolidated financial statements or the audited consolidated
               financial statements, as the case may be, from which it was
               derived or were not determined on a basis substantially
               consistent with that of the corresponding amounts in the
               unaudited or audited statements, as applicable, included in the
               Registration Statements and the Prospectus;


                                       14
<PAGE>

                    (C) at the date of the latest available balance sheet read
               by such accountants, or at a subsequent specified date not more
               than three days prior to the date of this Agreement, there was
               any decrease in stockholders' equity or change in the capital
               stock or any increase in long-term debt of the Company and its
               consolidated subsidiaries or, at the date of the latest available
               balance sheet read by such accountants, there was any decrease in
               consolidated net current assets or total assets, as compared with
               amounts shown on the latest balance sheet included in the
               Registration Statements and the Prospectus; or

                    (D) for the period from the closing date of the latest
               income statement included in the Registration Statements and the
               Prospectus to the closing date of the latest available income
               statement read by such accountants there were any decreases, as
               compared with the corresponding period of the previous year and
               with the period of corresponding length ended the date of the
               latest income statement included in the Registration Statements
               and the Prospectus, in consolidated net revenues or operating
               income or in the total or per share amounts of consolidated net
               income;

          except in all cases set forth in clauses (C) and (D) above for
          changes, increases or decreases which the Prospectus discloses have
          occurred or may occur or which are described in such letter; and

               (iv) they have compared specified dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained in the Registration Statements and the Prospectus (in each
          case to the extent that such dollar amounts, percentages, numerical
          data and other financial information are derived from the general
          accounting records of the Company and its subsidiaries subject to the
          internal controls of the Company's accounting system or are derived
          directly from such records by analysis or computation) with the
          results obtained from inquiries, a reading of such general accounting
          records and other procedures specified in such letter and have found
          such dollar amounts, percentages, numerical data and other financial
          information to be in agreement with such results, except as otherwise
          specified in such letter.

     For purposes of this subsection, (i) if the Effective Time of the Initial
     Registration Statement is subsequent to the execution and delivery of this
     Agreement, "REGISTRATION STATEMENTS" shall mean the initial registration
     statement as proposed to be amended by the amendment or post-effective
     amendment to be filed shortly prior to its Effective Time, (ii) if the
     Effective Time of the Initial Registration Statement is prior to the
     execution and delivery of this Agreement but the Effective Time of the
     Additional Registration Statement is subsequent to such execution and
     delivery, "REGISTRATION STATEMENTS" shall mean the Initial Registration
     Statement and the additional registration statement as proposed to be filed
     or as proposed to be amended by the post-effective amendment to be filed
     shortly prior to its Effective Time, and (iii) "PROSPECTUS" shall mean the
     prospectus included in the Registration Statements. All financial
     statements and schedules included in material incorporated by reference
     into the Prospectus shall be deemed included in the Registration Statements
     for purposes of this subsection.

          (b) If the Effective Time of the Initial Registration Statement is not
     prior to the execution and delivery of this Agreement, such Effective Time
     shall have occurred not later than 10:00 P.M., New York time, on the date
     of this Agreement or such later date as shall have been consented to by
     CSFBC. If the Effective Time of the Additional Registration Statement (if
     any) is not prior to the execution and delivery of this Agreement, such
     Effective Time shall have occurred not later than 10:00 P.M., New York
     time, on the date of this Agreement or, if earlier, the time the Prospectus
     is printed and distributed to any Underwriter, or shall have occurred at
     such later date as shall have been


                                       15
<PAGE>

     consented to by CSFBC. If the Effective Time of the Initial Registration
     Statement is prior to the execution and delivery of this Agreement, the
     Prospectus shall have been filed with the Commission in accordance with the
     Rules and Regulations and Section 5(a) of this Agreement. Prior to such
     Closing Date, no stop order suspending the effectiveness of a Registration
     Statement shall have been issued and no proceedings for that purpose shall
     have been instituted or, to the best knowledge of the Selling Stockholder,
     the Company or the Representatives, shall be contemplated by the
     Commission.

          (c) Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the condition (financial or other),
     business, results of operations, properties or general affairs of the
     Company or its subsidiaries which, in the judgment of a majority in
     interest of the Underwriters including the Representatives, is material and
     adverse to the Company and its subsidiaries taken as a whole and makes it
     impractical or inadvisable to proceed with completion of the public
     offering or the sale of and payment for the Offered Securities; (ii) any
     downgrading in the rating of any debt securities of the Company by any
     "nationally recognized statistical rating organization" (as defined for
     purposes of Rule 436(g) under the Act), or any public announcement that any
     such organization has under surveillance or review its rating of any debt
     securities of the Company (other than an announcement with positive
     implications of a possible upgrading, and no implication of a possible
     downgrading, of such rating); (iii) any suspension or material limitation
     of trading in securities generally on the New York Stock Exchange or the
     Nasdaq Stock Market's National Market, or any setting of minimum prices for
     trading on either such exchange, or any suspension of trading of any
     securities of the Company on any exchange or in the over-the-counter
     market; (iv) any banking moratorium declared by U.S. Federal or New York
     authorities; or (v) any outbreak or escalation of major hostilities in
     which the United States is involved, any declaration of war by Congress or
     any other substantial national or international calamity or emergency if,
     in the judgment of a majority in interest of the Underwriters including the
     Representatives, the effect of any such outbreak, escalation, declaration,
     calamity or emergency makes it impractical or inadvisable to proceed with
     completion of the public offering or the sale of and payment for the
     Offered Securities.

          (d) The Representatives shall have received an opinion, dated such
     Closing Date, of Klehr, Harrison, Harvey, Branzburg & Ellers LLP, counsel
     for the Company, to the effect that:

               (i) The Company has been duly incorporated and is a validly
          existing corporation in good standing under the laws of the State of
          Delaware, with corporate power and authority to own, lease and operate
          its properties and conduct its business as described in the
          Prospectus; and the Company is duly qualified to do business as a
          foreign corporation in good standing in all other jurisdictions in
          which its ownership, lease or operation of property or the conduct of
          its business requires such qualification;

               (ii) Each of the Company's domestic subsidiaries, other than
          the Nevada Subsidiaries (as defined below), has been duly
          incorporated and is a validly existing corporation in good standing
          under the laws of the jurisdiction of its incorporation, with
          corporate power and authority to own, lease and operate its
          properties and to conduct is business as described in the
          Prospectus; and each subsidiary of the Company is duly qualified to
          do business as a foreign corporation in good standing in all other
          jurisdictions in which its ownership, lease or operation of
          property or the conduct of its business requires such qualification;

               (iii) All of the issued and outstanding capital stock of each of
          the Company's subsidiaries is owned by the Company, directly or
          through subsidiaries, free and clear of any mortgage, pledge, lien,
          security interest, claim, encumbrance or defect of any kind; and there
          are no rights granted to or in favor of any third party (whether
          acting in an individual, fiduciary or other capacity) other than the
          Company to acquire any such capital stock, any additional capital
          stock or any other securities of any subsidiary;


                                       16
<PAGE>

               (iv) The Offered Securities delivered on such Closing Date by the
          Company have been duly authorized and will be, when issued and paid
          for in accordance with this Agreement, validly issued, fully paid and
          nonassessable and the Offered Securities delivered on such Closing
          Date by the Selling Stockholder have been duly authorized, validly
          issued, fully paid and nonassessable; no further approval or authority
          of the stockholders or the Board of Directors of the Company is or
          will be required for the issuance and sale of the Offered Securities
          as contemplated by this Agreement; the stockholders of the Company
          have no statutory or other preemptive or similar rights with respect
          to the Offered Securities or, to the best knowledge of such counsel,
          any other securities of the Company; and all outstanding shares of the
          capital stock of the Company have been duly authorized, are validly
          issued, are fully paid and non-assessable and have been issued in
          compliance with applicable federal and state securities laws; the
          authorized and outstanding shares of capital stock of the Company
          conform to the description thereof contained in the Prospectus;

               (v) To the best knowledge of such counsel, except as disclosed in
          the Prospectus, there are no contracts, agreements or understandings
          between the Company and any third party (whether acting in an
          individual, fiduciary or other capacity) granting such third party the
          right to require the Company to file a registration statement under
          the Act with respect to any securities of the Company owned or to be
          owned by such third party or to require the Company to include such
          securities in the Offered Securities registered pursuant to the
          Registration Statement or in any securities being registered pursuant
          to any other registration statement filed by the Company under the
          Act;

               (vi) No consent, approval, authorization, order, registration or
          qualification of, or filing with, any third party (whether acting in
          an individual, fiduciary or other capacity) or any governmental or
          regulatory agency or body or any court is required to be obtained or
          made by the Company or the Selling Stockholder for the consummation of
          the transactions contemplated by this Agreement or the Custody
          Agreement in connection with the issuance and sale of the Offered
          Securities, except such as have been obtained and made under the Act
          or with the NASD or the Nasdaq Stock Market's National Market and such
          as may be required under state securities laws;

               (vii) The execution, delivery and performance of this Agreement
          or the Custody Agreement and the consummation of the transactions
          herein or therein contemplated do not and will not conflict with or
          result in a breach or violation of any of the terms and provisions of,
          and do not and will not constitute a default (or an event which with
          the giving of notice or the lapse of time or both could reasonably be
          likely to constitute a default) under, or result in the creation or
          imposition of any lien, charge or encumbrance upon any assets or
          properties of the Company or any of its subsidiaries under, or result
          in the creation or imposition of any lien, charge or encumbrance upon
          any of the assets or properties of the Company or any of its
          subsidiaries under, and neither the Company nor any of its
          subsidiaries is in violation of (A) the charter, by-laws or other
          organizational documents of the Company or any subsidiary, (B) any
          statute, rule or regulation or, to the extent known to such counsel,
          any requirement, order or decree of any governmental, regulatory or
          agency or body or any court having jurisdiction over the Company or
          any subsidiary or any of their properties, assets or operations or (C)
          any indenture, mortgage, loan or credit agreement, note, lease,
          permit, license or other agreement or instrument to which the Company
          or any such subsidiary is a party or by which the Company or any
          subsidiary is bound or to which any of the properties, assets or
          operations of the Company is subject, which is known to such counsel
          and any violation of which, individually or in the aggregate, could
          have a Material Adverse Effect;


                                       17
<PAGE>

               (viii) Except for options to purchase capital stock of the
          Company outstanding pursuant to the terms of a plan in effect on the
          date hereof as described in the Prospectus or rights to purchase
          capital stock of the Company pursuant to the terms of an employee
          stock purchase plan in effect on the date hereof, to the best
          knowledge of such counsel, there are no outstanding (A) securities or
          obligations of the Company convertible into or exchangeable for any
          capital stock of the Company, (B) warrants, rights or options to
          subscribe for or purchase from the Company any such capital stock or
          any such convertible or exchangeable securities or obligations or (C)
          obligations of the Company to issue such shares, any such convertible
          or exchangeable securities or obligations, or any such warrants,
          rights or obligations;

               (ix) Except as disclosed in the Prospectus, there are no pending
          or, to the best knowledge of such counsel, threatened actions, suits,
          proceedings or investigations against or affecting the Company or any
          of its subsidiaries or any of their respective properties, assets or
          operations that could materially and adversely affect the ability of
          the Company to perform its obligations under this Agreement or which
          could, individually or in the aggregate, have a Material Adverse
          Effect;

               (x) The descriptions in the Registration Statements and
          Prospectus of statutes, legal and governmental proceedings and
          contracts and other documents are accurate in all material respects
          and fairly present the information required to be shown and such
          counsel does not know of any legal or governmental proceedings,
          statutes, regulations, contracts or other documents that are required
          by the Act to be described in the Registration Statements or the
          Prospectus or to be filed as exhibits to the Registration Statements
          that are not described or filed as required;

               (xi) This Agreement has been duly authorized, executed and
          delivered by or on behalf of the Company;

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

               (xiii) To the best knowledge of such counsel, the Company and its
          subsidiaries possess all Licenses issued by appropriate governmental
          or regulatory agencies or bodies as are necessary to own, lease or
          operate their properties and conduct their business as described in
          the Prospectus, and all such Licenses are in full force and effect and
          neither the Company nor any of its subsidiaries has received notice of
          any proceedings, investigations or inquiries (or is aware of any facts
          that would form a reasonable basis for any proceedings, investigations
          or inquiries) relating to the revocation, modification, termination or
          suspension of any such License or impairment of the rights of the
          Company or such subsidiaries thereunder that, if determined adversely
          to the Company or any of its subsidiaries, could individually or in
          the aggregate have a Material Adverse Effect; and

               (xiv) The Initial Registration Statement was declared effective
          under the Act as of the date and time specified in such opinion, the
          Additional Registration Statement (if any) was filed and became
          effective under the Act as of the date and time (if determinable)
          specified in such opinion, the Prospectus either was filed with the
          Commission pursuant to the subparagraph of Rule 424(b) specified in
          such opinion on the date specified therein or was included in the
          Initial Registration Statement or the Additional Registration
          Statement (as the case may be), and, to the best knowledge of such
          counsel, no stop order suspending the effectiveness of a Registration
          Statement or any part thereof has been issued and no


                                       18
<PAGE>

          proceedings for that purpose have been instituted or are pending or
          contemplated under the Act, and each Registration Statement and the
          Prospectus, and each amendment or supplement thereto, as of their
          respective effective or issue dates, complied as to form in all
          material respects with the requirements of the Act and the Rules and
          Regulations.

          In addition, such counsel shall also state that it has participated in
     conferences with representatives of the Underwriters, officers and
     representatives of the Company and representatives of the independent
     public accountants of the Company, at which conferences the contents of the
     Registration Statements and the Prospectus and related matters were
     discussed, and although such counsel does not pass upon and does not assume
     any responsibility for the accuracy, completeness or fairness of the
     statements contained in the Registration Statements and the Prospectus, on
     the basis of the foregoing (relying as to materiality in part upon the
     factual statements of officers and representations of the Company), no
     facts have come to the attention of such counsel that cause such counsel to
     believe that any part of a Registration Statement or any amendment thereto,
     as of its effective date or as of the Closing Date, contained any untrue
     statement of a material fact or omitted to state any material fact required
     to be stated therein or necessary to make the statements therein not
     misleading or that the Prospectus, as of its issue date or as of the
     Closing Date, contained any untrue statement of a material fact or omitted
     to state any material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading (it being understood that such counsel need express no opinion
     as to the financial statements and schedules or other financial or
     statistical data contained in the Registration Statements and the
     Prospectus).

          Such opinion shall be to such further effect with respect to other
     legal matters relating to this Agreement and the transactions contemplated
     hereby as the Representatives and counsel to the Underwriters may
     reasonably request.

          (e) The Representatives shall have received an opinion, dated such
     Closing Date, of [_______________], Canadian counsel for the Company, to
     the effect that:

               (i) Electronics Boutique Canada, Inc. ("EB Canada") has been duly
          incorporated and is a validly existing corporation in good standing
          under the laws of the jurisdiction of its incorporation, with
          corporate power and authority to own, lease and operate its properties
          and to conduct its business as described in the Prospectus; and each
          of the Company and EB Canada is duly qualified to do business as a
          foreign corporation in good standing in all other jurisdictions in
          which its ownership, lease or operation of property or the conduct of
          its business requires such qualification;

               (ii) No consent, approval, authorization, order, registration or
          qualification of, or filing with, any third party (whether acting in
          an individual, fiduciary or other capacity) or any governmental or
          regulatory agency or body or any court is required to be obtained or
          made by the Company or EB Canada for the consummation of the
          transactions contemplated by this Agreement or the Custody Agreement
          in connection with the issuance and sale of the Offered Securities;

               (iii) The execution, delivery and performance of this Agreement
          or the Custody Agreement and the consummation of the transactions
          herein or therein contemplated do not and will not conflict with or
          result in a breach or violation of any of the terms and provisions of,
          and do not and will not constitute a default (or an event which with
          the giving of notice or the lapse of time or both could reasonably be
          likely to constitute a default) under, or result in the creation or
          imposition of any lien, charge or encumbrance upon any assets or
          properties of the Company or EB Canada under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any of
          the assets or properties of the Company or EB Canada


                                       19
<PAGE>

          under, and neither the Company nor EB Canada is in violation of (A) in
          the case of EB Canada only, the charter, by-laws or other
          organizational documents of EB Canada, (B) any statute, rule or
          regulation or, to the extent known to such counsel, any requirement,
          order or decree of any governmental, regulatory or agency or body or
          any court having jurisdiction over the Company or EB Canada or any of
          their respective properties, assets or operations or (C) to the best
          knowledge of such counsel, any indenture, mortgage, loan or credit
          agreement, note, lease, permit, license or other agreement or
          instrument to which the Company or EB Canada is a party or by which
          the Company or EB Canada is bound or to which any of the properties,
          assets or operations of the Company or EB Canada is subject, except in
          the case of clause (C) above, for such violations that could not,
          individually or in the aggregate, have a Material Adverse Effect;

               (iv) Except as disclosed in the Prospectus, there are no pending
          or, to the best knowledge of such counsel, threatened actions, suits,
          proceedings or investigations against or affecting the Company or EB
          Canada or any of their respective properties, assets or operations
          that could materially and adversely affect the ability of the Company
          to perform its obligations under this Agreement or which could,
          individually or in the aggregate, have a Material Adverse Effect; and

               (v) To the best knowledge of such counsel, each of the Company
          and EB Canada possesses all Licenses issued by appropriate
          governmental or regulatory agencies or bodies as are necessary to own,
          lease or operate their properties and conduct its business as
          described in the Prospectus, and all such Licenses are in full force
          and effect and neither the Company nor EB Canada has received notice
          of any proceedings, investigations or inquiries (or is aware of any
          facts that would form a reasonable basis for any proceedings,
          investigations or inquiries) relating to the revocation, modification,
          termination or suspension of any such License or impairment of the
          rights of the Company or EB Canada thereunder that, if determined
          adversely to the Company or EB Canada, could individually or in the
          aggregate have a Material Adverse Effect.

          (f) The Representatives shall have received an opinion, dated such
     Closing Date, of [_______________], Australian counsel for the Company, to
     the effect that:

               (i) Electronics Boutique Australia Pty. Ltd. ("EB Australia") has
          been duly incorporated and is a validly existing corporation in good
          standing under the laws of the jurisdiction of its incorporation, with
          corporate power and authority to own, lease and operate its properties
          and to conduct its business as described in the Prospectus; and each
          of the Company and EB Australia is duly qualified to do business as a
          foreign corporation in good standing in all other jurisdictions in
          which its ownership, lease or operation of property or the conduct of
          its business requires such qualification;

               (ii) No consent, approval, authorization, order, registration or
          qualification of, or filing with, any third party (whether acting in
          an individual, fiduciary or other capacity) or any governmental or
          regulatory agency or body or any court is required to be obtained or
          made by the Company or EB Australia for the consummation of the
          transactions contemplated by this Agreement or the Custody Agreement
          in connection with the issuance and sale of the Offered Securities;

               (iii) The execution, delivery and performance of this Agreement
          or the Custody Agreement and the consummation of the transactions
          herein or therein contemplated do not and will not conflict with or
          result in a breach or violation of any of the terms and provisions of,
          and do not and will not constitute a default (or an event which with
          the giving of notice or the lapse of time or both could reasonably be
          likely to constitute a default) under, or result in


                                       20
<PAGE>

          the creation or imposition of any lien, charge or encumbrance upon any
          assets or properties of the Company or EB Australia under, or result
          in the creation or imposition of any lien, charge or encumbrance upon
          any of the assets or properties of the Company or EB Australia under,
          and neither the Company nor EB Australia is in violation of (A) in the
          case of EB Australia only, the charter, by-laws or other
          organizational documents of EB Australia, (B) any statute, rule or
          regulation or, to the extent known to such counsel, any requirement,
          order or decree of any governmental, regulatory or agency or body or
          any court having jurisdiction over the Company or EB Australia or any
          of their respective properties, assets or operations or (C) to the
          best knowledge of such counsel, any indenture, mortgage, loan or
          credit agreement, note, lease, permit, license or other agreement or
          instrument to which the Company or EB Australia is a party or by which
          the Company or EB Australia is bound or to which any of the
          properties, assets or operations of the Company or EB Australia is
          subject, except in the case of clause (C) above, for such violations
          that could not, individually or in the aggregate, have a Material
          Adverse Effect;

               (iv) Except as disclosed in the Prospectus, there are no pending
          or, to the best knowledge of such counsel, threatened actions, suits,
          proceedings or investigations against or affecting the Company or EB
          Australia or any of their respective properties, assets or operations
          that could materially and adversely affect the ability of the Company
          to perform its obligations under this Agreement or which could,
          individually or in the aggregate, have a Material Adverse Effect; and

               (v) To the best knowledge of such counsel, each of the Company
          and EB Australia possesses all Licenses issued by appropriate
          governmental or regulatory agencies or bodies as are necessary to own,
          lease or operate their properties and conduct its business as
          described in the Prospectus, and all such Licenses are in full force
          and effect and neither the Company nor EB Australia has received
          notice of any proceedings, investigations or inquiries (or is aware of
          any facts that would form a reasonable basis for any proceedings,
          investigations or inquiries) relating to the revocation, modification,
          termination or suspension of any such License or impairment of the
          rights of the Company or EB Australia thereunder that, if determined
          adversely to the Company or EB Australia, could individually or in the
          aggregate have a Material Adverse Effect.

          (g) The Representatives shall have received an opinion, dated such
     Closing Date, of [_______________], Danish counsel for the Company, to the
     effect that:

               (i) Each of Electronics Boutique Denmark Holdings ApS and
          Electronics Boutique Denmark ApS (collectively, the "Danish
          Subsidiaries") has been duly incorporated and is a validly existing
          corporation in good standing under the laws of the jurisdiction of its
          incorporation, with corporate power and authority to own, lease and
          operate its properties and to conduct its business as described in the
          Prospectus; and each of the Company and the Danish Subsidiaries is
          duly qualified to do business as a foreign corporation in good
          standing in all other jurisdictions in which its ownership, lease or
          operation of property or the conduct of its business requires such
          qualification;

               (ii) No consent, approval, authorization, order, registration or
          qualification of, or filing with, any third party (whether acting in
          an individual, fiduciary or other capacity) or any governmental or
          regulatory agency or body or any court is required to be obtained or
          made by the Company or the Danish Subsidiaries for the consummation of
          the transactions contemplated by this Agreement or the Custody
          Agreement in connection with the issuance and sale of the Offered
          Securities;

               (iii) The execution, delivery and performance of this Agreement
          or the Custody


                                       21
<PAGE>

          Agreement and the consummation of the transactions herein or therein
          contemplated do not and will not conflict with or result in a breach
          or violation of any of the terms and provisions of, and do not and
          will not constitute a default (or an event which with the giving of
          notice or the lapse of time or both could reasonably be likely to
          constitute a default) under, or result in the creation or imposition
          of any lien, charge or encumbrance upon any assets or properties of
          the Company or the Danish Subsidiaries under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any of
          the assets or properties of the Company or the Danish Subsidiaries
          under, and neither the Company nor the Danish Subsidiaries is in
          violation of (A) in the case of the Danish Subsidiaries only, the
          charter, by-laws or other organizational documents of the Danish
          Subsidiaries, (B) any statute, rule or regulation or, to the extent
          known to such counsel, any requirement, order or decree of any
          governmental, regulatory or agency or body or any court having
          jurisdiction over the Company or the Danish Subsidiaries or any of
          their respective properties, assets or operations or (C) to the best
          knowledge of such counsel, any indenture, mortgage, loan or credit
          agreement, note, lease, permit, license or other agreement or
          instrument to which the Company or the Danish Subsidiaries is a party
          or by which the Company or the Danish Subsidiaries is bound or to
          which any of the properties, assets or operations of the Company or
          the Danish Subsidiaries is subject, except in the case of clause (C)
          above, for such violations that could not, individually or in the
          aggregate, have a Material Adverse Effect;

               (iv) Except as disclosed in the Prospectus, there are no pending
          or, to the best knowledge of such counsel, threatened actions, suits,
          proceedings or investigations against or affecting the Company or the
          Danish Subsidiaries or any of their respective properties, assets or
          operations that could materially and adversely affect the ability of
          the Company to perform its obligations under this Agreement or which
          could, individually or in the aggregate, have a Material Adverse
          Effect; and

               (v) To the best knowledge of such counsel, each of the Company
          and the Danish Subsidiaries possesses all Licenses issued by
          appropriate governmental or regulatory agencies or bodies as are
          necessary to own, lease or operate their properties and conduct its
          business as described in the Prospectus, and all such Licenses are in
          full force and effect and neither the Company nor the Danish
          Subsidiaries has received notice of any proceedings, investigations or
          inquiries (or is aware of any facts that would form a reasonable basis
          for any proceedings, investigations or inquiries) relating to the
          revocation, modification, termination or suspension of any such
          License or impairment of the rights of the Company or the Danish
          Subsidiaries thereunder that, if determined adversely to the Company
          or the Danish Subsidiaries, could individually or in the aggregate
          have a Material Adverse Effect.

          (h) The Representatives shall have received an opinion, dated such
     Closing Date, of [_______________], Nevada counsel for the Company, to the
     effect that:

               (i) Each of EB Catalog Company, Inc. and EB World.com, Inc.
          (collectively, the "Nevada Subsidiaries") has been duly incorporated
          and is a validly existing corporation in good standing under the laws
          of the State of Nevada, with corporate power and authority to own,
          lease and operate its properties and to conduct its business as
          described in the Prospectus; and each of the Company and the Nevada
          Subsidiaries is duly qualified to do business as a foreign corporation
          in good standing in all other jurisdictions in which its ownership,
          lease or operation of property or the conduct of its business requires
          such qualification;

               (ii) No consent, approval, authorization, order, registration or
          qualification of, or filing with, any third party (whether acting in
          an individual, fiduciary or other capacity) or any governmental or
          regulatory agency or body or any court is required to be obtained or


                                       22
<PAGE>

          made by the Company or the Nevada Subsidiaries for the consummation of
          the transactions contemplated by this Agreement or the Custody
          Agreement in connection with the issuance and sale of the Offered
          Securities;

               (iii) The execution, delivery and performance of this Agreement
          or the Custody Agreement and the consummation of the transactions
          herein or therein contemplated do not and will not conflict with or
          result in a breach or violation of any of the terms and provisions of,
          and do not and will not constitute a default (or an event which with
          the giving of notice or the lapse of time or both could reasonably be
          likely to constitute a default) under, or result in the creation or
          imposition of any lien, charge or encumbrance upon any assets or
          properties of the Company or the Nevada Subsidiaries under, or result
          in the creation or imposition of any lien, charge or encumbrance upon
          any of the assets or properties of the Company or the Nevada
          Subsidiaries under, and neither the Company nor the Nevada
          Subsidiaries is in violation of (A) in the case of the Nevada
          Subsidiaries only, the charter, by-laws or other organizational
          documents of the Nevada Subsidiaries, (B) any statute, rule or
          regulation or, to the extent known to such counsel, any requirement,
          order or decree of any governmental, regulatory or agency or body or
          any court having jurisdiction over the Company or the Nevada
          Subsidiaries or any of their respective properties, assets or
          operations or (C) to the best knowledge of such counsel, any
          indenture, mortgage, loan or credit agreement, note, lease, permit,
          license or other agreement or instrument to which the Company or the
          Nevada Subsidiaries is a party or by which the Company or the Nevada
          Subsidiaries is bound or to which any of the properties, assets or
          operations of the Company or the Nevada Subsidiaries is subject,
          except in the case of clause (C) above, for such violations that could
          not, individually or in the aggregate, have a Material Adverse Effect;

               (iv) Except as disclosed in the Prospectus, there are no pending
          or, to the best knowledge of such counsel, threatened actions, suits,
          proceedings or investigations against or affecting the Company or the
          Nevada Subsidiaries or any of their respective properties, assets or
          operations that could materially and adversely affect the ability of
          the Company to perform its obligations under this Agreement or which
          could, individually or in the aggregate, have a Material Adverse
          Effect; and

               (v) To the best knowledge of such counsel, each of the Company
          and the Nevada Subsidiaries possesses all Licenses issued by
          appropriate governmental or regulatory agencies or bodies as are
          necessary to own, lease or operate their properties and conduct its
          business as described in the Prospectus, and all such Licenses are in
          full force and effect and neither the Company nor the Nevada
          Subsidiaries has received notice of any proceedings, investigations or
          inquiries (or is aware of any facts that would form a reasonable basis
          for any proceedings, investigations or inquiries) relating to the
          revocation, modification, termination or suspension of any such
          License or impairment of the rights of the Company or the Nevada
          Subsidiaries thereunder that, if determined adversely to the Company
          or the Nevada Subsidiaries, could individually or in the aggregate
          have a Material Adverse Effect.

          (i) The Representatives shall have received the opinion contemplated
     in the Power of Attorney executed and delivered by the Selling Stockholder
     and an opinion, dated such Closing Date, of _____________________, counsel
     for the Selling Stockholder, to the effect that:

               (i) The Selling Stockholder has been duly incorporated and is a
          validly existing corporation in good standing under the laws of the
          State of Nevada, with corporate power and authority to own, lease and
          operate its properties and conduct its business as presently
          conducted; and the Selling Stockholder is duly qualified to do
          business as a foreign corporation in good standing in all other
          jurisdictions in which its ownership, lease or operation of property
          or the conduct of its business requires such qualification;


                                       23
<PAGE>

               (ii) The Selling Stockholder had valid and unencumbered title to
          the Offered Securities delivered by the Selling Stockholder on such
          Closing Date and had full right, power and authority to enter into
          this Agreement and the Custody Agreement and Power of Attorney entered
          into by the Selling Stockholder in connection with the transactions
          contemplated hereby and to sell, assign, transfer and deliver the
          Offered Securities delivered by the Selling Stockholder on such
          Closing Date hereunder; and upon the delivery of and payment for the
          Offered Securities on such Closing Date the several Underwriters
          acquired valid and unencumbered title to the Offered Securities
          delivered by the Selling Stockholder on such Closing Date;

               (iii) No consent, approval, authorization or order of, or filing
          with, any third party (whether acting in an individual, fiduciary or
          other capacity) or any governmental or regulatory agency or body or
          any court is required to be obtained or made by the Selling
          Stockholder for the consummation of the transactions contemplated by
          this Agreement, the Custody Agreement or the Power of Attorney in
          connection with the sale of the Offered Securities sold by the Selling
          Stockholder, except such as have been obtained and made under the Act
          or with the NASD or the Nasdaq Stock Market's National Market and such
          as may be required under state securities laws;

               (iv) The execution, delivery and performance by the Selling
          Stockholder of this Agreement, the Custody Agreement and the Power of
          Attorney and the consummation of the transactions contemplated therein
          and herein have been duly authorized by all necessary corporate action
          on the part of the Selling Stockholder and, to the extent required,
          its stockholders and do not and will not conflict with or result in a
          breach or violation of any of the terms and provisions of, and do not
          and will not constitute a default (or an event which with the giving
          of notice or the lapse of time or both could reasonably be likely to
          constitute a default) under, or result in the creation or imposition
          of any lien, charge or encumbrance upon the Offered Securities to be
          sold by the Selling Stockholder under (A) the charter, by-laws or
          other organizational documents of the Selling Stockholder, (B) any
          statute, rule or regulation or, to the extent known to such counsel,
          any requirement, order or decree of any governmental or regulatory
          agency or body or any court, domestic or foreign, having jurisdiction
          over the Selling Stockholder or any of its properties, assets or
          operations, or (C) to the best knowledge of such counsel, any
          indenture, mortgage, loan or credit agreement, note, lease, permit,
          license or other agreement or instrument to which the Selling
          Stockholder is a party or by which the Selling Stockholder is bound or
          to which any of the properties, assets or operations of the Selling
          Stockholder is subject, except in the case of clause (C) above, for
          such violations which could not individually or in the aggregate have
          a material adverse effect on the sale of the Offered Securities or the
          ability of the Selling Stockholder to perform its obligations under
          the terms of this Agreement; and

               (v) This Agreement, the Custody Agreement and Power of Attorney
          have each been duly authorized, executed and delivered by or on behalf
          of the Selling Stockholder and this Agreement, the Custody Agreement
          and Power of Attorney each constitute the legal, valid and binding
          obligations of the Selling Stockholder enforceable against the Selling
          Stockholder in accordance with their respective terms, except as such
          enforceability may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium, liquidation or similar laws relating to
          the enforcement of creditors' rights and subject to general principles
          of equity whether in a court of law or equity. Pursuant to the Power
          of Attorney, the Selling Stockholder has authorized the
          Attorneys-in-Fact, or any one of them, to execute and deliver on the
          Selling Stockholder's behalf this Agreement and any other document
          they, or any one of them, may deem necessary or desirable in
          connection with the transactions contemplated hereby and thereby and
          to deliver the Offered Securities to be sold by the Selling
          Stockholder pursuant to this Agreement.


                                       24
<PAGE>

          (j) The Representatives shall have received from Dewey Ballantine LLP,
     counsel for the Underwriters, such opinion or opinions, dated such Closing
     Date, with respect to the incorporation of the Company, the validity of the
     Offered Securities delivered on such Closing Date, the Registration
     Statements, the Prospectus and other related matters as the Representatives
     may require, and the Selling Stockholder and the Company shall have
     furnished to such counsel such documents as they reasonably request for the
     purpose of enabling them to pass upon such matters.

          (k) The Representatives shall have received a certificate, dated such
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer of the Company in which such officers, to
     the best of their knowledge after reasonable investigation, shall state
     that: (A) the representations and warranties of the Company in this
     Agreement are true and correct; (B) the Company has complied with all
     agreements and satisfied all conditions on its part to be performed or
     satisfied hereunder at or prior to such Closing Date; (C) no stop order
     suspending the effectiveness of any Registration Statement has been issued
     and no proceedings for that purpose have been instituted or are
     contemplated by the Commission; (D) the Additional Registration Statement
     (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule
     462(b) was filed pursuant to Rule 462(b), including payment of the
     applicable filing fee in accordance with Rule 111(a) or (b) under the Act,
     prior to the time the Prospectus was printed and distributed to any
     Underwriter; (E) subsequent to the respective dates of the most recent
     financial statements in the Prospectus, there has been no material adverse
     change, nor any development or event involving a prospective material
     adverse change, in the condition (financial or other), business, results of
     operations, properties or general affairs of the Company and its
     subsidiaries taken as a whole; and (F) they have carefully examined the
     Registration Statements and the Prospectus and neither any Registration
     Statement nor the Prospectus or any amendment or supplement thereto, as of
     their respective effective or issue dates and as of such Closing Date,
     contained an untrue statement of a material fact or omitted to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading.

          (l) The Representatives shall have received a letter, dated such
     Closing Date, of KPMG LLP which meets the requirements of subsection (a) of
     this Section, except that the specified date referred to in such subsection
     will be a date not more than three days prior to such Closing Date for the
     purposes of this subsection.

          (m) On or prior to the date of this Agreement, the Representatives
     shall have received lockup letters from each of the executive officers and
     directors of the Company and the stockholders of the Company listed on
     EXHIBIT II hereto.

          (n) The Representatives shall have received such other customary
     opinions, certificates, letters and other documents from or on behalf of
     the Company or the Selling Stockholder as the Representatives shall
     reasonably request.

All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof, only if they are reasonably satisfactory
in form and substance to CSFBC and counsel for the Underwriters. The Company and
the Selling Stockholder will furnish the Representatives with such conformed
copies of such opinions, certificates, letters and documents as the
Representatives reasonably request. CSFBC may in its sole discretion waive on
behalf of the Underwriters compliance with any conditions to the obligations of
the Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

     7. INDEMNIFICATION AND CONTRIBUTION. (a) Each of the Company, the Selling
Stockholder and the Kim Stockholders will jointly and severally indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any who controls such Underwriter within the meaning of Section 15 of
the Act, against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in


                                       25
<PAGE>

respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, 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 for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company and the Selling Stockholder 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 an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below and, provided further,
that the liability of the Selling Stockholder under this subsection (a) shall be
limited to an amount equal to the product of the purchase price per share as set
forth in Section 3 and the number of the Offered Securities to be sold by the
Selling Stockholder.

     (b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers, the Selling Stockholder, the
Kim Stockholders and each person, if any, who controls the Company within the
meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities to which the Company, its directors and officers, the Selling
Stockholder, the Kim Stockholders and such persons who control the Company
within the meaning of the Act 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 any Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or the 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 such Underwriter
through the Representatives specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company, the Selling
Stockholder and the Kim Stockholders in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred, it being understood and agreed that the only such information
furnished by any Underwriter consists of the following information in the
Prospectus furnished on behalf of each Underwriter: the information appearing in
the fourth paragraph under the caption "Underwriting" with respect to concession
and reallowance figures and the information contained in the ninth paragraph
under the caption "Underwriting".

     (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 an indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; 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 subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies an 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 satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying 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. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or on behalf of an
indemnified party.


                                       26
<PAGE>

     (d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company, the
Selling Stockholder and the Kim Stockholders on the one hand and the
Underwriters on the other from the offering of the Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company, the
Selling Stockholder and the Kim Stockholders on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the
Company, the Selling Stockholder and the Kim Stockholders on the one hand and
the Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company, the Selling Stockholder and the Kim Stockholders bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company, the Selling Stockholder, the Kim Stockholders or the Underwriters and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

     (e) The obligations of the Company, the Selling Stockholder and the Kim
Stockholders under this Section shall be in addition to any liability which the
Company, the Selling Stockholder and the Kim Stockholders may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed a Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.

     8. DEFAULT OF UNDERWRITERS. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, CSFBC may
make arrangements satisfactory to the Company and the Selling Stockholder for
the purchase of such Offered Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Underwriters agreed but failed to purchase on such Closing Date. If
any Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC, the Company and the Selling Stockholder for the purchase of such Offered
Securities by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any


                                       27
<PAGE>

non-defaulting Underwriter, the Company or the Selling Stockholder, except as
provided in Section 9 (provided that if such default occurs with respect to
Optional Securities after the First Closing Date, this Agreement will not
terminate as to the Firm Securities or any Optional Securities purchased prior
to such termination). As used in this Agreement, the term "Underwriter" includes
any person substituted for an Underwriter under this Section. Nothing herein
will relieve a defaulting Underwriter from liability for its default.

     9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Stockholder, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, the Selling
Stockholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company and the Selling Stockholder shall
remain responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Company, the Selling
Stockholder, and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling
Stockholder will, jointly and severally, reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

     10. NOTICES. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or,
if sent to the Company, will be mailed, delivered or telegraphed and confirmed
to it at 931 South Matlack Street, West Chester, Pennsylvania 19382, Attention:
President and Chief Executive Officer, or, if sent to the Selling Stockholder,
will be mailed, delivered or telegraphed and confirmed to the Selling
Stockholder at 931 South Matlack Street, West Chester, Pennsylvania 19382,
Attention: President; provided, however, that any notice to an Underwriter
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Underwriter.

     11. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

     12. REPRESENTATION. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
CSFBC will be binding upon all the Underwriters. The Attorneys-in-Fact will act
for the Selling Stockholder in connection with such transactions, and any action
under or in respect of this Agreement taken by the Attorneys-in-Fact will be
binding upon the Selling Stockholder.

     13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     The Company and the Selling Stockholder hereby submit to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement, the Custody Agreement or the Power of Attorney or the


                                       28
<PAGE>

transactions contemplated hereby or thereby.


                                       29
<PAGE>



         If the foregoing is in accordance with the Representatives`
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement among the
Selling Stockholder, the Company and the several Underwriters in accordance with
its terms.

                                            Very truly yours,


                                            ELECTRONICS BOUTIQUE HOLDINGS CORP.


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



                                            SELLING STOCKHOLDER:

                                            EB NEVADA INC.


                                            By:
                                                ---------------------------
                                                 Name:
                                                 Title: Attorney-in-Fact



                                            KIM STOCKHOLDERS:


                                            By:
                                                ---------------------------
                                                 Name: James J. Kim


                                            By:
                                                ---------------------------
                                                 Name: Agnes C. Kim




                                       30
<PAGE>






                                            TRUST OF SUSAN Y. KIM
                                              Dated December 31, 1987


                                            By:
                                                ---------------------------
                                                 Name: Susan Y. Kim
                                                 Title: Trustee


                                            By:
                                                ---------------------------
                                                 Name: John T. Kim
                                                 Title: Trustee


                                            By:
                                                ---------------------------
                                                 Name:  John F.A. Earley
                                                 Title: Trustee




                                            TRUST OF DAVID D. KIM
                                              Dated December 31, 1987


                                            By:
                                                ---------------------------
                                                 Name: Susan Y. Kim
                                                 Title: Trustee


                                            By:
                                                ---------------------------
                                                 Name: David D. Kim
                                                 Title: Trustee


                                            By:
                                                ---------------------------
                                                 Name:  John F.A. Earley
                                                 Title: Trustee



                                       31
<PAGE>



                                            TRUST OF JOHN T. KIM
                                              Dated December 31, 1987


                                            By:
                                                ---------------------------
                                                 Name: Susan Y. Kim
                                                 Title: Trustee


                                            By:
                                                ---------------------------
                                                 Name: John T. Kim
                                                 Title: Trustee


                                            By:
                                                ---------------------------
                                                 Name:  John F.A. Earley
                                                 Title: Trustee


                                            THE ELECTRONICS BOUTIQUE, INC.


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





The foregoing Underwriting Agreement is hereby
  confirmed and accepted as of the date first
  above written.

  CREDIT SUISSE FIRST BOSTON CORPORATION
  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
  BANC OF AMERICA SECURITIES LLC
  SWS SECURITIES, INC.


  By:  CREDIT SUISSE FIRST BOSTON CORPORATION

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

         Acting on behalf of themselves and as the
         Representatives of the several
         Underwriters.



                                       32
<PAGE>


                                   SCHEDULE A

<TABLE>
<CAPTION>

                                                                      NUMBER OF FIRM SECURITIES           TOTAL
                                                                            TO BE SOLD BY                NUMBER OF
                                                                      ---------------------------     FIRM SECURITIES
                                                                                        SELLING            TO BE
                          UNDERWRITER                                 COMPANY         STOCKHOLDER        PURCHASED
                          -----------                                 -------         -----------     ---------------
<S>                                                                   <C>             <C>             <C>
Credit Suisse First Boston Corporation......................
Merrill Lynch, Pierce, Fenner & Smith Incorporated .........
Banc of America Securities LLC..............................
SWS Securities, Inc. .......................................



                                                                      -------        ------------     ---------------
         Total...........................................
                                                                      =======        ============     ===============

</TABLE>


                                       33
<PAGE>



                                    EXHIBIT I


EB Investment Corp.
Electronics Boutique of America Inc.
EB Services Company, LLP
Elbo Inc.
EB Finance Inc.
EB Catalog Company, Inc.
EBWorld.com, Inc.
Electronics Boutique Canada, Inc.
EB International Holdings, Inc.
Electronics Boutique Korea, Inc.
Electronics Boutique Australia Pty Ltd.
Electronics Boutique Denmark Holdings ApS
Electronics Boutique Denmark ApS
Electronics Boutique Norway AS
E.B. International, Inc.



                                       34
<PAGE>



                                   EXHIBIT II


James J. Kim
Agnes C. Kim
Trust of Susan Y. Kim
Trust of David D. Kim
Trust of John T. Kim
The Electronics Boutique, Inc.


                                       35

