
<PAGE>
 
                                                                      Exhibit 1
 

                       ALLIN COMMUNICATIONS CORPORATION
                           (a Delaware corporation)


                         [    ] Shares of Common Stock
                          ----
                          (Par Value [   ] Per Share)
                                      ---


                         FORM OF UNDERWRITING AGREEMENT
                         ------------------------------

                                                       , 1996
                                        ---------------

FRIEDMAN, BILLINGS, RAMSEY & COMPANY, INC.
 as Representatives of the several Underwriters
Potomac Tower
1001 Nineteenth Street North
Arlington, Virginia  22209

Dear Sirs:

          Allin Communications Corporation, a corporation organized and existing
under the laws of Delaware (the "Company"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters named in
Schedule I hereto (the "Underwriters") an aggregate of [      ] shares (the
                                                        ------ 
"Firm Shares") of its common stock, par value $.01 per share (the "Common
Stock") and, for the sole purpose of covering over-allotments in connection with
the sale of the Firm Shares, at the option of the Underwriters, up to an
additional [      ] shares (the "Additional Shares") of Common Stock.  The Firm
            ------
Shares and any Additional Shares purchased by the Underwriters are referred to
herein as the "Shares".  The Shares are more fully described in the Registration
Statement referred to below.


          1.  Representations and Warranties of the Company.  The Company
              ---------------------------------------------              
represents and warrants to, and agrees with, the Underwriters that:

          (a)  The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement, and may have filed an amendment or
amendments thereto, on Form S-1 (No. 333-           ), for the
                                         -----------
<PAGE>
 
registration of the Shares under the Securities Act of 1933, as amended (the
"Act"). Such registration statement, including the prospectus, financial
statements and schedules, exhibits and all other documents filed as a part
thereof, as amended at the time of effectiveness of the registration statement,
including any information deemed to be a part thereof as of the time of
effectiveness pursuant to paragraph (b) of Rule 430A of the Rules and
Regulations of the Commission under the Act (the "Regulations"), is herein
called the "Registration Statement" and the prospectus, in the form first filed
with the Commission pursuant to Rule 424(b) of the Regulations or filed as part
of the Registration Statement at the time of effectiveness if no Rule 424(b)
filing is required, is herein called the "Prospectus". The term "preliminary
prospectus" as used herein means a preliminary prospectus as described in Rule
430 of the Regulations.

          (b)  At the time of the effectiveness of the Registration Statement or
the effectiveness of any post-effective amendment to the Registration Statement,
when the Prospectus is first filed with the Commission pursuant to Rule 424(b)
of the Regulations, when any supplement to or amendment of the Prospectus is
filed with the Commission and at the Closing Date and the Additional Closing
Date, if any (as hereinafter respectively defined), the Registration Statement
and the Prospectus and any amendments thereof and supplements thereto complied
or will comply in all material respects with the applicable provisions of the
Act and the Regulations and does not or will not contain an untrue statement of
a material fact and does not or will not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein (i) in the case of the Registration Statement, not misleading and (ii)
in the case of the Prospectus, in light of the circumstances under which they
were made, not misleading.  When any related preliminary prospectus was first
filed with the Commission (whether filed as part of the Registration Statement
for the registration of the Shares or any amendment thereto or pursuant to Rule
424(a) of the Regulations) and when any amendment thereof or supplement thereto
was first filed with the Commission, such preliminary prospectus and any
amendments thereof and supplements thereto complied in all material respects
with the applicable provisions of the Act and the Regulations and did not
contain an untrue statement of a material fact and did not omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein in light of the circumstances under which they were made not
misleading.  No representation and warranty is made in this subsection (b),
however, with respect to any information contained in or omitted from the
Registration Statement or the Prospectus or any related preliminary prospectus
or any amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Underwriter through you as herein stated expressly for use in connection
with the preparation thereof.

                                      -2-
<PAGE>
 
          (c)  Arthur Andersen L.L.P., who have certified the financial
statements and supporting schedules included in the Registration Statement, are
independent public accountants as required by the Act and the Regulations.

          (d)  Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as set forth in
the Registration Statement and the Prospectus, there has been no material
adverse change or any development involving a prospective material adverse
change in the business, prospects, properties, operations, condition (financial
or other) or results of operations of the Company and its subsidiaries taken as
a whole, whether or not arising from transactions in the ordinary course of
business, and since the date of the latest balance sheet presented in the
Registration Statement and the Prospectus, neither the Company nor any of its
subsidiaries has incurred or undertaken any liabilities or obligations, direct
or contingent, which are material to the Company and its subsidiaries taken as a
whole, except for liabilities or obligations which are reflected in the
Registration Statement and the Prospectus.

          (e)  This Agreement and the transactions contemplated herein have been
duly and validly authorized by the Company and this Agreement has been duly and
validly executed and delivered by the Company.

          (f)  The execution, delivery, and performance of this Agreement  and
the consummation of the transactions contemplated hereby do not and will not (i)
conflict with or result in a breach of any of the terms and provisions of, or
constitute a default (or an event which with notice or lapse of time, or both,
would constitute a default) under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to, any agreement, instrument, franchise,
license or permit to which the Company or any of its subsidiaries is a party or
by which any of such corporations or their respective properties or assets may
be bound or (ii) violate or conflict with any provision of the certificate of
incorporation or by-laws of the Company or any of its subsidiaries or any
judgment, decree, order, statute, rule or regulation of any court or any public,
governmental or regulatory agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their respective properties or assets.  No
consent, approval, authorization, order, registration, filing, qualification,
license or permit of or with any court or any public, governmental or regulatory
agency or body having jurisdiction over the Company or any of its subsidiaries
or any of their respective properties or assets is required for the execution,
delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby, including the issuance, sale and delivery of
the Shares to be issued, sold and delivered by the Company hereunder, except the
registration under the Act of the Shares and such consents, approvals,
authorizations, orders, registrations, filings, qualifications, licenses and
permits as may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Shares by the Underwriters.

                                      -3-
<PAGE>
 
          (g)  All of the outstanding shares of Common Stock are duly and
validly authorized and issued, fully paid and nonassessable and were not issued
and are not now in violation of or subject to any preemptive rights.  The
Shares, when issued, delivered and sold in accordance with this Agreement, will
be duly and validly issued and outstanding, fully paid and nonassessable, and
will not have been issued in violation of or be subject to any preemptive
rights.  The Company had, at                , 1996, an authorized and
                             --------------
outstanding capitalization as set forth in the Registration Statement and the
Prospectus.  The Common Stock, the Firm Shares and the Additional Shares conform
to the descriptions thereof contained in the Registration Statement and the
Prospectus.

          (h) Each of the Company and its subsidiaries has been duly organized
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation.  Each of the Company and its subsidiaries is duly
qualified and in good standing as a foreign corporation in each jurisdiction in
which the character or location of its properties (owned, leased or licensed) or
the nature or conduct of its business makes such qualification necessary, except
for those failures to be so qualified or in good standing which will not in the
aggregate have a material adverse effect on the Company and its subsidiaries
taken as a whole.  Each of the Company and its subsidiaries has all requisite
power and authority, and all necessary consents, approvals, authorizations,
orders, registrations, qualifications, licenses and permits of and from all
public, regulatory or governmental agencies and bodies, to own, lease and
operate its properties and conduct its business as now being conducted and as
described in the Registration Statement and the Prospectus, and no such consent,
approval, authorization, order, registration, qualification, license or permit
contains a materially burdensome restriction not adequately disclosed in the
Registration Statement and the Prospectus.

          (i)  Except as described in the Prospectus, there is no litigation or
governmental proceeding to which the Company or any of its subsidiaries is a
party or to which any property of the Company or any of its subsidiaries is
subject or which is pending or, to the knowledge of the Company, contemplated
against the Company or any of its subsidiaries which might result in any
material adverse change or any development involving a material adverse change
in the business, prospects, properties, operations, condition (financial or
other) or results of operations of the Company and its subsidiaries taken as a
whole or which is required to be disclosed in the Registration Statement and the
Prospectus.

          (j)  Neither the Company nor any of its subsidiaries nor any of their
respective directors, officers or controlling persons has taken or will take,
directly or indirectly, any action designed to cause or result in, or which
constitutes or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the shares of Common Stock to
facilitate the sale or resale of the Shares.

                                      -4-
<PAGE>
 
          (j)  The financial statements, including the notes thereto, and
supporting schedules included in the Registration Statement and the Prospectus
present fairly the financial position of the Company as of the dates indicated
and the results of its operations for the periods specified; except as otherwise
stated in the Registration Statement, said financial statements have been
prepared in conformity with generally accepted accounting principles applied on
a consistent basis; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein.

          (l)  Except as described in the Prospectus, no holder of securities of
the Company has any rights to the registration of securities of the Company
because of the filing of the Registration Statement or otherwise in connection
with the sale of the Shares contemplated hereby.

          (m)  Neither the Company nor any of its subsidiaries is, and upon
consummation of the transactions contemplated hereby will be, subject to
registration as an "investment company" under the Investment Company Act of
1940.

          (n)  Except as disclosed in the Prospectus, there are no business
relationships or related party transactions required to be disclosed therein by
Item 404 of Regulation S-K of the Regulations.

     [SUBJECT TO FURTHER MODIFICATION]

               2.  Purchase, Sale and Delivery of the Shares.
                   ----------------------------------------- 

          (a)  On the basis of the representations, warranties, covenants and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriters and the Underwriters,
severally and not jointly, agree to purchase from the Company, at a purchase
price per share of $       , the number of Firm Shares set forth opposite the
                    -------
respective names of the Underwriters in Schedule I hereto plus any additional
number of Shares which such Underwriter may become obligated to purchase
pursuant to the provisions of Section 9 hereof.

          (b)  Payment of the purchase price for, and delivery of certificates
for, the Shares shall be made at the offices of Friedman, Billings, Ramsey &
Co., Inc., Potomac Tower, 1001 19th Street North, 18th Floor, Arlington,
Virginia 22209, or at such other place as shall be agreed upon by you and the
Company, at [10:00 A.M.] on the [third] business day (unless postponed in
accordance with the provisions of Section 9 hereof) following the date of the
effectiveness of the Registration Statement (or, if the Company has elected to
rely upon Rule 430A of the Regulations, the [third] business day after the
determination

                                      -5-
<PAGE>
 
of the initial public offering price of the Shares), or such other time not
later than ten business days after such date as shall be agreed upon by you and
the Company (such time and date of payment and delivery being herein called the
"Closing Date"). Payment shall be made to the Company by [certified or official
bank check or checks drawn in New York Clearing House funds or similar next day
funds payable to the order of the Company], against delivery to you for the
respective accounts of the Underwriters of certificates for the Shares to be
purchased by them. Certificates for the Shares shall be registered in such name
or names and in such authorized denominations as you may request in writing at
least two full business days prior to the Closing Date. The Company will permit
you to examine and package such certificates for delivery at least one full
business day prior to the Closing Date.

          (c)  In addition, the Company hereby grants to the Underwriters the
option to purchase up to [       ] Additional Shares at the same purchase price
                          -------
per share to be paid by the Underwriters to the Company for the Firm Shares as
set forth in this Section 2, for the sole purpose of covering over-allotments in
the sale of Firm Shares by the Underwriters.  This option may be exercised at
any time, in whole or in part, on or before the thirtieth day following the date
of the Prospectus, by written notice by you to the Company.  Such notice shall
set forth the aggregate number of Additional Shares as to which the option is
being exercised and the date and time, as reasonably determined by you, when the
Additional Shares are to be delivered (such date and time being herein sometimes
referred to as the "Additional Closing Date"); provided, however, that the
                                               --------  -------          
Additional Closing Date shall not be earlier than the Closing Date or earlier
than the second full business day after the date on which the option shall have
been exercised nor later than the eighth full business day after the date on
which the option shall have been exercised (unless such time and date are
postponed in accordance with the provisions of Section 9 hereof).  Certificates
for the Additional Shares shall be registered in such name or names and in such
authorized denominations as you may request in writing at least two full
business days prior to the Additional Closing Date. The Company will permit you
to examine and package such certificates for delivery at least one full business
day prior to the Additional Closing Date.

          The number of Additional Shares to be sold to each Underwriter shall
be the number which bears the same ratio to the aggregate number of Additional
Shares being purchased as the number of Firm Shares set forth opposite the name
of such Underwriter in Schedule I hereto (or such number increased as set forth
in Section 9 hereof) bears to [total # of shares to be offered], subject,
however, to such adjustments to eliminate any fractional shares as you in your
sole discretion shall make.

          Payment for the Additional Shares shall be made [by certified or
official bank check or checks, in New York Clearing House or similar next day
funds, payable to the order of the Company] at the offices of Friedman,
Billings,

                                      -6-
<PAGE>
 
Ramsey & Co., Inc., Potomac Tower, 1001 19th Street North, 18th Floor,
Arlington, Virginia 22209, or such other location as may be mutually acceptable,
upon delivery of the certificates for the Additional Shares to you for the
respective accounts of the Underwriters.

          3.  Offering.  Upon your authorization of the release of the Firm
              --------                                                     
Shares, the Underwriters propose to offer the Shares for sale to the public upon
the terms set forth in the Prospectus.

          4.  Covenants of the Company.  The Company covenants and agrees
              ------------------------                                   
with the Underwriters that:

          (a)  If the Registration Statement has not yet been declared effective
the Company will use its best efforts to cause the Registration Statement and
any amendments thereto to become effective as promptly as possible, and if Rule
430A is used or the filing of the Prospectus is otherwise required under Rule
424(b), the Company will file the Prospectus (properly completed if Rule 430A
has been used) pursuant to Rule 424(b) within the prescribed time period and
will provide evidence satisfactory to you of such timely filing.

          The Company will notify you immediately (and, if requested by you,
will confirm such notice in writing) (i) when the Registration Statement and any
amendments thereto become effective, (ii) of any request by the Commission for
any amendment of or supplement to the Registration Statement or the Prospectus
or for any additional information, (iii) of the mailing or the delivery to the
Commission for filing of any amendment of or supplement to the Registration
Statement or the Prospectus, (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or any post-
effective amendment thereto or of the initiation, or the threatening, of any
proceedings therefor, (v) of the receipt of any comments from the Commission,
and (vi) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for that purpose.  If the
Commission shall propose or enter a stop order at any time, the Company will
make every reasonable effort to prevent the issuance of any such stop order and,
if issued, to obtain the lifting of such order as soon as possible.  The Company
will not file any amendment to the Registration Statement or any amendment of or
supplement to the Prospectus (including the prospectus required to be filed
pursuant to Rule 424(b)) that differs from the prospectus on file at the time of
the effectiveness of the Registration Statement before or after the effective
date of the Registration Statement to which you shall reasonably object in
writing after being timely furnished in advance a copy thereof.

          (b)  If at any time when a prospectus relating to the Shares is
required to be delivered under the Act any event shall have occurred as a result
of

                                      -7-
<PAGE>
 
which the Prospectus as then amended or supplemented includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it shall be
necessary at any time to amend or supplement the Prospectus or Registration
Statement to comply with the Act or the Regulations, the Company will notify you
promptly and prepare and file with the Commission an appropriate amendment or
supplement (in form and substance satisfactory to you) which will correct such
statement or omission and will use its best efforts to have any amendment to the
Registration Statement declared effective as soon as possible.

          (c)  The Company will promptly deliver to you [two] signed copies of
the Registration Statement, including exhibits and all amendments thereto, and
the Company will promptly deliver to each of the Underwriters such number of
copies of any preliminary prospectus, the Prospectus, the Registration
Statement, and all amendments of and supplements to such documents, if any, as
you may reasonably request.

          (d)  The Company will endeavor in good faith, in cooperation with you,
at or prior to the time of effectiveness of the Registration Statement, to
qualify the Shares for offering and sale under the securities laws relating to
the offering or sale of the Shares of such jurisdictions as you may designate
and to maintain such qualification in effect for so long as required for the
distribution thereof; except that in no event shall the Company be obligated in
connection therewith to qualify as a foreign corporation or to execute a general
consent to service of process.

          (e)  The Company will make generally available (within the meaning of
Section 11(a) of the Act) to its security holders and to you as soon as
practicable, but not later than 45 days after the end of its fiscal quarter in
which the first anniversary date of the effective date of the Registration
Statement occurs, an earnings statement (in form complying with the provisions
of Rule 158 of the Regulations) covering a period of at least twelve consecutive
months beginning after the effective date of the Registration Statement.

          (f)  During the period of 360 days from the date of the Prospectus,
the Company will not, without your prior written consent, issue, sell, offer or
agree to sell, grant any option for the sale of, or otherwise dispose of,
directly or indirectly, any Common Stock (or any securities convertible into,
exercisable for or exchangeable for Common Stock), and the Company will obtain
the undertaking of each of its officers and directors and such of its
shareholders as have been heretofore designated by you and listed on Schedule II
attached hereto not to engage in any of the aforementioned transactions on their
own behalf, other than the Company's sale of Shares hereunder and the Company's
issuance of Common Stock upon the exercise of presently outstanding stock
options.

                                      -8-
<PAGE>
 
          (g)  During a period of three years from the effective date of the
Registration Statement, the Company will furnish to you copies of (i) all
reports to its shareholders and (ii) all reports, financial statements and proxy
or information statements filed by the Company with the Commission or any
national securities exchange.

          (h)  The Company will apply the proceeds from the sale of the Shares
as set forth under "Use of Proceeds" in the Prospectus.

          (i)  The Company will use its best efforts to cause the Shares to be
authorized for quotation on the National Association of Securities Dealers
Automated Quotation [National Market System].

          (j)  The Company will file with the Commission such reports on Form SR
as may be required pursuant to Rule 463 of the Regulations.

          (k)  Friedman, Billings, Ramsey & Co. Inc. ("FBR") shall have the
right to act as the exclusive financial advisor, placement agent and underwriter
to the Company in connection with any debt (other than bank debt) or equity
financings and any sale, transfer, merger, consolidation or other similar
transaction (a "Sale Transaction") involving all or a substantial portion of the
Company during the period ending 18 months after the Closing Date.  Any services
provided by FBR to the Company pursuant to the foregoing shall be on terms and
conditions, and for fees, as are customary and competitive for FBR's provision
of those services.

          (l)  If any investor identified to the Company by FBR during the
Engagement Period (as defined below) purchases any additional securities of the
Company or an affiliate within 12 months following the Closing Date or pursuant
to a commitment during the Engagement Period (other than a transaction in which
FBR is entitled to a fee as placement agent), the Company shall pay FBR a fee of
7.0% of the aggregate gross proceeds from the sale of such securities.  The
Engagement Period shall be the period commencing on May 10, 1996 and ending on
the earliest to occur of the following:  (i) completion of the sale of the
Shares or a Sale Transaction in lieu thereof, or (ii) termination of this
Agreement by FBR or the Company pursuant to Section ___.

          (m)  If a Sale Transaction is consummated in lieu of the sale of
Shares, in consideration of FBR's services on behalf of the Company pursuant to
this agreement, the Company agrees to pay FBR a transaction fee equal to 2.0% of
the total consideration (the "Total Consideration") paid or payable in such Sale
Transaction.  Total Consideration shall mean the aggregate value, whether in
cash, securities, assumption of (or purchase subject to) debt or liabilities or
other property, obligations or services, paid or otherwise assumed in connection
with the Sale Transaction.

                                      -9-
<PAGE>
 
          (n)  Richard Trutanic will serve on the Board of Directors after 
closing of the offering.

[SUBJECT TO FURTHER MODIFICATION]

          5.  Payment of Expenses.  Whether or not the transactions contemplated
              -------------------                                               
in this Agreement are consummated or this Agreement is terminated, the Company
hereby agrees to pay all costs and expenses incident to the performance of the
obligations of the Company hereunder, including those in connection with (i)
preparing, printing, duplicating, filing and distributing the Registration
Statement, as originally filed and all amendments thereof (including all
exhibits thereto), any preliminary prospectus, the Prospectus and any amendments
or supplements thereto (including, without limitation, fees and expenses of the
Company's accountants and counsel), the underwriting documents (including this
Agreement and the agreement among underwriters and all other documents related
to the public offering of the Shares (including those supplied to the
Underwriters in quantities as hereinabove stated), (ii) the issuance, transfer
and delivery of the Shares to the Underwriters, including any transfer or other
taxes payable thereon, (iii) the qualification of the Shares under state or
foreign securities or Blue Sky laws, including the costs of printing and mailing
a preliminary and final "Blue Sky Survey" and the fees of counsel for the
Underwriters and such counsel's disbursements in relation thereto, (iv)
quotation of the Shares on the National Association of Securities Dealers
Automated Quotation [National Market System], (v) filing fees of the Commission
and the National Association of Securities Dealers, Inc., (vi) the cost of
printing certificates representing the Shares and (vii) the cost and charges of
any transfer agent or registrar.

          6.  Conditions of Underwriters' Obligations. The obligations of the
              ---------------------------------------                        
Underwriters to purchase and pay for the Firm Shares and the Additional Shares,
as provided herein, shall be subject to the accuracy of the representations and
warranties of the Company herein contained, as of the date hereof and as of the
Closing Date (for purposes of this Section 6 "Closing Date" shall refer to the
Closing Date for the Firm Shares and the "Additional Closing Date" shall refer
to the closing date for the Additional Shares), to the absence from any
certificates, opinions, written statements or letters furnished to you or to
Hogan & Hartson L.L.P. ("Underwriters' Counsel") pursuant to this Section 6 of
any misstatement or omission, to the performance by the Company of its
obligations hereunder, and to the following additional conditions:

          (a)  The Registration Statement shall have become effective not later
than [5:30 P.M., New York time, on the date of this Agreement] [12:00 P.M., New
York time on the date an amendment to the Registration Statement

                                      -10-
<PAGE>
 
containing the public offering price has been filed with the Commission], or at
such later time and date as shall have been consented to in writing by you; if
the Company shall have elected to rely upon Rule 430A of the Regulations, the
Prospectus shall have been filed with the Commission in a timely fashion in
accordance with Section 4(a) hereof; and, at or prior to the Closing Date no
stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereof shall have been issued and no proceedings
therefor shall have been initiated or threatened by the Commission.

          (b)  At the Closing Date you shall have received the opinion of
Eckert, Seamans, Cherin & Mellot, counsel for the Company, dated the Closing
Date, addressed to the Underwriters and in form and substance satisfactory to
Underwriters' Counsel, to the effect that:

               (i)  Each of the Company and its subsidiaries has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of its jurisdiction of incorporation.  Each of the Company and its
     subsidiaries is duly qualified and in good standing as a foreign
     corporation in each jurisdiction in which the character or location of its
     properties (owned, leased or licensed) or the nature or conduct of its
     business makes such qualification necessary, except for those failures to
     be so qualified or in good standing which will not in the aggregate have a
     material adverse effect on the Company and its subsidiaries taken as a
     whole.  Each of the Company and its subsidiaries has all requisite
     corporate authority to own, lease and license its properties and conduct
     its business as now being conducted and as described in the Registration
     Statement and the Prospectus.  All of the issued and outstanding capital
     stock of each subsidiary of the Company has been duly and validly issued
     and is fully paid and nonassessable and was not issued in violation of
     preemptive rights and, is owned directly or indirectly by the Company, free
     and clear of any lien, encumbrance, claim, security interest, restriction
     on transfer, shareholders' agreement, voting trust or other defect of title
     whatsoever.

               (ii)  The Company has an authorized capital stock as set forth in
     the Registration Statement and the Prospectus.  All of the outstanding
     shares of Common Stock are duly and validly authorized and issued, are
     fully paid and nonassessable and were not issued in violation of or subject
     to any preemptive rights.  The Shares to be delivered on the Closing Date
     have been duly and validly authorized and, when delivered by the Company in
     accordance with this Agreement, will be duly and validly issued, fully paid
     and nonassessable and will not have been issued in violation of or subject
     to any preemptive rights.  The Common Stock, the Firm Shares and the
     Additional Shares conform to the descriptions thereof contained in the
     Registration Statement and the Prospectus.

                                      -11-
<PAGE>
 
               (iii)  The Shares to be sold under this Agreement to the
     Underwriters are duly authorized for quotation on the National Association
     of Securities Dealers Automated Quotation [National Market System].

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

               (v)  There is no litigation or governmental or other action,
     suit, proceeding or investigation before any court or before or by any
     public, regulatory or governmental agency or body pending or, to the best
     of such counsel's knowledge, threatened against, or involving the
     properties or business of, the Company or any of its subsidiaries, which is
     of a character required to be disclosed in the Registration Statement and
     the Prospectus which has not been properly disclosed therein.

               (vi)  The execution, delivery, and performance of this Agreement
     and the consummation of the transactions contemplated hereby by the Company
     do not and will not (A) conflict with or result in a breach of any of the
     terms and provisions of, or constitute a default (or an event which with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the creation or imposition of any lien, charge or encumbrance
     upon any property or assets of the Company or any of its subsidiaries
     pursuant to, any agreement, instrument, franchise, license or permit known
     to such counsel to which the Company or any of its subsidiaries is a party
     or by which any of such corporations or their respective properties or
     assets may be bound or (B) violate or conflict with any provision of the
     certificate of incorporation or by-laws of the Company or any of its
     subsidiaries, or, to the best knowledge of such counsel, any judgment,
     decree, order, statute, rule or regulation of any court or any public,
     governmental or regulatory agency or body having jurisdiction over the
     Company or any of its subsidiaries or any of their respective properties or
     assets.  No consent, approval, authorization, order, registration, filing,
     qualification, license or permit of or with any court or any public,
     governmental, or regulatory agency or body having jurisdiction over the
     Company or any of its subsidiaries or any of their respective properties or
     assets is required for the execution, delivery and performance of this
     Agreement or the consummation of the transactions contemplated hereby,
     except for (1) such as may be required under state securities or Blue Sky
     laws in connection with the purchase and distribution of the Shares by the
     Underwriters (as to which such counsel need express no opinion) and (2)
     such as have been made or obtained under the Act.


               (vii)  The Registration Statement and the Prospectus and any
     amendments thereof or supplements thereto (other than the financial
     statements and schedules and other financial data included or incorporated
     by reference therein, as to which no opinion need be rendered) comply as to

                                      -12-
<PAGE>
 
     form in all material respects with the requirements of the Act and the
     Regulations.

               (viii)  The statements under the captions ["Risk Factors,"
     "Business -- Regulation," "Business -- Legal Proceedings," "Certain
     Transactions," "Description of Capital Stock," "Underwriting" and "Shares
     Eligible for Future Sale"] in the Prospectus, and Items 14 and 15 of Part
     II of the Registration Statement, insofar as such statements constitute a
     summary of legal matters, documents or proceedings referred to therein,
     fairly present the information called for with respect to such legal
     matters, documents and proceedings.

               (ix)  The Registration Statement is effective under the Act and
     no stop order suspending the effectiveness of the Registration Statement or
     any post-effective amendment thereof has been issued and no proceedings
     therefor have been initiated or threatened by the Commission and all
     filings required by Rule 424(b) of the Regulations have been made.

               (x)  Delivery of certificates for the Shares will transfer valid
     and marketable title thereto to each Underwriter that has purchased such
     Shares in good faith and such counsel is not aware, after due inquiry, of
     any adverse claim with respect thereto, and such Shares are free and clear
     of all liens, encumbrances and claims.

               (xi)  Such counsel has reviewed all contracts, instruments or
     other documents referred to in the Registration Statement and the
     Prospectus and such contracts or other documents are fairly described
     therein, and filed as exhibits thereto as required, and, after due inquiry,
     such counsel does not know of any documents or contracts of a character
     required to be so described or filed which have not been so described or
     filed.

               (xii)  To the best knowledge of such counsel, after due inquiry,
     no holder of any security of the Company has or will have any right to
     require registration of any security of the Company by virtue of the
     transactions contemplated by this Agreement.

               (xiii)  Neither the Company nor any of its subsidiaries is and,
     upon consummation of the transactions contemplated hereby, will be subject
     to registration as an "investment company" under the Investment Company Act
     of 1940, as amended.

               (xiv)  In addition, such opinion shall also contain a statement
     that such counsel has participated in conferences with officers and
     representatives of the Company, representatives of the independent public
     accountants for the Company and the Underwriters at which the contents

                                      -13-
<PAGE>
 
     and the Prospectus and related matters were discussed and, no facts have
     come to the attention of such counsel which would lead such counsel to
     believe that either the Registration Statement at the time it became
     effective (including the information deemed to be part of the Registration
     Statement at the time of effectiveness pursuant to Rule 430A(b), if
     applicable), or any amendment thereof made prior to the Closing Date as of
     the date of such amendment, 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 or that the
     Prospectus as of its date (or any amendment thereof or supplement thereto
     made prior to the Closing Date as of the date of such amendment or
     supplement) and as of the Closing Date contained or contains an untrue
     statement of a material fact or omitted or omits to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading
     (it being understood that such counsel need express no belief or opinion
     with respect to the financial statements and schedules and other financial
     data included or incorporated by reference therein).

          In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws other than the laws of the United States and
jurisdictions in which they are admitted, to the extent such counsel deems
proper and to the extent specified in such opinion, if at all, upon an opinion
or opinions (in form and substance reasonably satisfactory to Underwriters'
Counsel) of other counsel reasonably acceptable to Underwriters' Counsel,
familiar with the applicable laws; (B) as to matters of fact, to the extent they
deem proper, on certificates of responsible officers of the Company and
certificates or other written statements of officers of departments of various
jurisdictions having custody of documents respecting the corporate existence or
good standing of the Company and its subsidiaries, provided that copies of any
such statements or certificates shall be delivered to Underwriters' Counsel.
The opinion of such counsel for the Company shall state that the opinion of any
such other counsel is in form satisfactory to such counsel and, in their
opinion, you and they are justified in relying thereon.

          (c)  All proceedings taken in connection with the sale of the Firm
Shares and the Additional Shares as herein contemplated shall be satisfactory in
form and substance to you and to Underwriters' Counsel, and the Underwriters
shall have received from said Underwriters' Counsel a favorable opinion, dated
as of the Closing Date with respect to the issuance and sale of the Shares, the
Registration Statement and the Prospectus and such other related matters as you
may reasonably require, and the Company shall have furnished to Underwriters'
Counsel such documents as they request for the purpose of enabling them to pass
upon such matters.

                                      -14-
<PAGE>
 
          (d)  At the Closing Date you shall have received a certificate of the
Chief Executive Officer and Chief Financial Officer of the Company, dated the
Closing Date to the effect that (i) the condition set forth in subsection (a) of
this Section 6 has been satisfied, (ii) as of the date hereof and as of the
Closing Date the representations and warranties of the Company set forth in
Section 1 hereof are accurate, (iii) as of the Closing Date the obligations of
the Company to be performed hereunder on or prior thereto have been duly
performed and (iv) subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, the Company and its
subsidiaries have not sustained any material loss or interference with their
respective businesses or properties from fire, flood, hurricane, accident or
other calamity, whether or not covered by insurance, or from any labor dispute
or any legal or governmental proceeding, and there has not been any material
adverse change, or any development involving a material adverse change, in the
business prospects, properties, operations, condition (financial or otherwise),
or results of operations of the Company and its subsidiaries taken as a whole,
except in each case as described in or contemplated by the Prospectus.

          (e)  At the time this Agreement is executed and at the Closing Date,
you shall have received a letter, from Arthur Andersen, L.L.P., independent
public accountants for the Company, dated, respectively, as of the date of this
Agreement and as of the Closing Date addressed to the Underwriters and in form
and substance satisfactory to you, to the effect that: (i) they are independent
certified public accountants with respect to the Company within the meaning of
the Act and the Regulations and stating that the answer to Item 10 of the
Registration Statement is correct insofar as it relates to them; (ii) stating
that, in their opinion, the combined financial statements of the Company, and
schedules and notes thereto, included in the Registration Statement and the
Prospectus and covered by their opinion therein comply as to form in all
material respects with the applicable accounting requirements of the Act and the
applicable published rules and regulations of the Commission thereunder; (iii)
on the basis of procedures consisting of a reading of the latest available
unaudited interim combined financial statements of the Company and its
subsidiaries, a reading of the minutes of meetings and consents of the
shareholders and boards of directors of the Company and its subsidiaries and the
committees of such boards subsequent to [_______], 1996, inquiries of officers
and other employees of the Company and its subsidiaries who have responsibility
for financial and accounting matters of the Company and its subsidiaries with
respect to transactions and events subsequent to [_______], 1996 and other
specified procedures and inquiries to a date not more than five days prior to
the date of such letter, nothing has come to their attention that would cause
them to believe that:  (A) the unaudited combined financial statements and
schedules of the Company presented in the Registration Statement and the
Prospectus do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the applicable published rules and
regulations of the Commission thereunder or that such unaudited financial
statements are not fairly presented in conformity with generally accepted

                                      -15-
<PAGE>
 
accounting principles applied on a basis substantially consistent with that of
the audited financial statements included in the Registration Statement and the
Prospectus; (B) with respect to the period subsequent to December 31, 1995,
there were, as of the date of the most recent available monthly combined
financial statements of the Company and its subsidiaries, if any, and as of a
specified date not more than five days prior to the date of such letter, any
changes in the capital stock or long-term indebtedness of the Company or any
decrease in the net current assets or stockholders' equity of the Company, in
each case as compared with the amounts shown in the most recent balance sheet
presented in the Registration Statement and the Prospectus, except for changes
or decreases which the Registration Statement and the Prospectus disclose have
occurred or may occur or which are set forth in such letter; or (C) that during
the period from December 31, 1995 to the date of the most recent available
monthly combined financial statements of the Company and its subsidiaries, if
any, and to a specified date not more than five days prior to the date of such
letter, there was any decrease, as compared with the corresponding period in the
prior fiscal year, in total revenues, or total or per share net income, except
for decreases which the Registration Statement and the Prospectus disclose have
occurred or may occur or which are set forth in such letter; (iv) stating that
they have compared specific dollar amounts, numbers of shares, percentages of
revenues and earnings, and other financial information pertaining to the Company
and its subsidiaries set forth in the Registration Statement and the Prospectus,
which have been specified by you prior to the date of this Agreement, to the
extent that such amounts, numbers, percentages, and information may be derived
from the general accounting and financial records of the Company and its
subsidiaries or from schedules furnished by the Company, and excluding any
questions requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries, and other
appropriate procedures specified by you set forth in such letter, and found them
to be in agreement; and (v) on the basis of a reading of the pro forma combined
financial information included in the Registration Statement and the Prospectus,
carrying out certain specified procedures that would not necessarily reveal
matters of significance with respect to the comments set forth in this clause
(v), inquiries of certain officials of the Company who have responsibility for
financial and accounting matters and proving the arithmetic accuracy of the
application of the pro forma adjustments to the historical amounts in the pro
forma combined financial information, nothing came to their attention that
caused them to believe that the pro forma combined financial information does
not comply in form in all material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments
have not been properly applied to the historical amounts in the compilation of
such statements.

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

                                      -16-
<PAGE>
 
          (g)  You shall have received from each person who is a director or
officer of the Company or such shareholder as have been heretofore designated by
you and listed on Schedule II hereto an agreement to the effect that such person
will not, directly or indirectly, without your prior written consent, offer,
sell, agree to sell, grant any option to purchase or otherwise dispose (or
announce any offer, sale, grant of an option to purchase or other disposition)
of any shares of Common Stock (or any securities convertible into, exercisable
for or exchangeable or exercisable for shares of Common Stock) for a period of
360 days after the date of the Prospectus.

          (h)  At the Closing Date, the Shares shall have been approved for
quotation on the National Association of Securities Dealers Automated Quotation
[National Market System].

     [SUBJECT TO FURTHER MODIFICATION]

          If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as required by this Agreement, or if any of the
certificates, opinions, written statements or letters furnished to you or to
Underwriters' Counsel pursuant to this Section 6 shall not be in all material
respects reasonably satisfactory in form and substance to you and to
Underwriters' Counsel, all obligations of the Underwriters hereunder may be
canceled by you at, or at any time prior to, the Closing Date and the
obligations of the Underwriters to purchase the Additional Shares may be
canceled by you at, or at any time prior to, the Additional Closing Date.
Notice of such cancellation shall be given to the Company in writing, or by
telephone, telex or telegraph, confirmed in writing.

    7.  Indemnification
        --------------- 

          (a)  The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), against any and all losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but
not limited to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation), joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or otherwise, insofar as such
losses, liabilities, claims, damages or expenses (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the registration statement for the registration
of the Shares, as originally filed or any amendment thereof, or any related
preliminary prospectus or the Prospectus, or in any supplement thereto or
amendment thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be

                                      -17-
<PAGE>
 
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case to the
- --------  -------
extent but only to the extent that any such loss, liability, claim, damage or
expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through you expressly for use therein. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have including under this Agreement.

          (b)  Each Underwriter severally, and not jointly, agrees to indemnify
and hold harmless the Company, each of the directors of the Company, each of the
officers of the Company who shall have signed the Registration Statement, and
each other person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against any losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but
not limited to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation), jointly or several, to which they or any of them
may become subject under the Act, the Exchange Act or otherwise, insofar as such
losses, liabilities, claims, damages or expenses (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the registration statement for the registration
of the Shares, as originally filed or any amendment thereof, or any related
preliminary prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that any such loss, liability, claim, damage or
expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through you expressly for use therein; provided,
                                                                 -------- 
however, that in no case shall any Underwriter be liable or responsible for any
- -------                                                                        
amount in excess of the underwriting discount applicable to the Shares purchased
by such Underwriter hereunder.  This indemnity will be in addition to any
liability which any Underwriter may otherwise have including under this
Agreement.  The Company acknowledges that the statements set forth in the last
paragraph of the cover page and in the paragraphs under the caption
"Underwriting" in the Prospectus constitute the only information furnished in
writing by or on behalf of any Underwriter expressly for use in the registration
statement relating to the Shares as originally filed or in any amendment
thereof, any related preliminary prospectus or the Prospectus or in any
amendment thereof or supplement thereto, as the case may be.

                                      -18-
<PAGE>
 
          (c)  Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 7).  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 it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel satisfactory to
such indemnified party.  Notwithstanding the foregoing, the indemnified party or
parties shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless (i) the employment of such counsel shall
have been authorized in writing by one of the indemnifying parties in connection
with the defense of such action, (ii) the indemnifying parties shall not have
employed counsel to have charge of the defense of such action within a
reasonable time after notice of commencement of the action or (iii) such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties.  Anything in
this subsection to the contrary notwithstanding, an indemnifying party shall not
be liable for any settlement of any claim or action effected without its written
consent; provided, however, that such consent was not unreasonably withheld.
         --------  -------                                                  

          8.  Contribution.  In order to provide for contribution in
              ------------                                          
circumstances in which the indemnification provided for in Section 7 hereof is
for any reason held to be unavailable from any indemnifying party or is
insufficient to hold harmless a party indemnified thereunder, the Company and
the Underwriters shall contribute to the aggregate losses, claims, damages,
liabilities and expenses of the nature contemplated by such indemnification
provision (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claims asserted, but after deducting in the case of losses,
claims, damages, liabilities and expenses suffered by the Company any
contribution received by the Company from persons, other than the Underwriters,
who may also be liable for contribution, including persons who control the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, officers of the Company who signed the Registration Statement and
directors of the Company) as incurred to which the Company and one or more of
the Underwriters may be subject, in such proportions as is appropriate to
reflect the relative benefits received by the Company and the Underwriters from
the offering of

                                      -19-
<PAGE>
 
the Shares or, if such allocation is not permitted by applicable law or
indemnification is not available as a result of the indemnifying party not
having received notice as provided in Section 7 hereof, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Company and the Underwriters in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company and the Underwriters shall be
deemed to be in the same proportion as (x) the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company and (y) the underwriting discounts and commissions
received by the Underwriters, respectively, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault of the Company and
of the Underwriters 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 or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the
provisions of this Section 8, (i) in no case shall any Underwriter be liable or
responsible for any amount in excess of the underwriting discount applicable to
the Shares purchased by such Underwriter hereunder and (ii) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Notwithstanding the provisions of this Section 8,
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. For
purposes of this Section 8, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
shall have the same rights to contribution as such Underwriter, and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to clauses
(i) and (ii) of this Section 8. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties, notify each party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom

                                      -20-
<PAGE>
 
contribution may be sought from any obligation it or they may have under this
Section 8 or otherwise. No party shall be liable for contribution with respect
to any action or claim settled without its consent; provided, however, that such
                                                    --------  -------
consent was not unreasonably withheld.

          9.  Default by an Underwriter.
              ------------------------- 

          (a)  If any Underwriter or Underwriters shall default in its or their
obligation to purchase Firm Shares or Additional Shares hereunder, and if the
Firm Shares or Additional Shares with respect to which such default relates do
not (after giving effect to arrangements, if any, made by you pursuant to
subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares
or Additional Shares, to which the default relates shall be purchased by the
non-defaulting Underwriters in proportion to the respective proportions which
the numbers of Firm Shares set forth opposite their respective names in Schedule
I hereto bear to the aggregate number of Firm Shares set forth opposite the
names of the non-defaulting Underwriters.

          (b)  In the event that such default relates to more than 10% of the
Firm Shares or Additional Shares, as the case may be, you may in your discretion
arrange for yourself or for another party or parties (including any non-
defaulting Underwriter or Underwriters who so agree) to purchase such Firm
Shares or Additional Shares, as the case may be, to which such default relates
on the terms contained herein.  In the event that within 5 calendar days after
such a default you do not arrange for the purchase of the Firm Shares or
Additional Shares, as the case may be, to which such default relates as provided
in this Section 9, this Agreement or, in the case of a default with respect to
the Additional Shares, the obligations of the Underwriters to purchase and of
the Company to sell the Additional Shares shall thereupon terminate, without
liability on the part of the Company with respect thereto (except in each case
as provided in Section 5, 7(a) and 8 hereof) or the Underwriters, but nothing in
this Agreement shall relieve a defaulting Underwriter or Underwriters of its or
their liability, if any, to the other Underwriters and the Company for damages
occasioned by its or their default hereunder.

          (c)  In the event that the Firm Shares or Additional Shares to which
the default relates are to be purchased by the non-defaulting Underwriters, or
are to be purchased by another party or parties as aforesaid, you or the Company
shall have the right to postpone the Closing Date or Additional Closing Date, as
the case may be for a period, not exceeding five business days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus or in any other documents and arrangements, and the
Company agrees to file promptly any amendment or supplement to the Registration
Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may
thereby be made necessary or advisable.  The term "Underwriter" as used in this

                                      -21-
<PAGE>
 
Agreement shall include any party substituted under this Section 9 with like
effect as if it had originally been a party to this Agreement with respect to
such Firm Shares and Additional Shares.

          10.  Survival of Representations and Agreements.  All representations
               ------------------------------------------                      
and warranties, covenants and agreements of the Underwriters and the Company
contained in this Agreement, including the agreements contained in Section 5,
the indemnity agreements contained in Section 7 and the contribution agreements
contained in Section 8, shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Underwriter or any
controlling person thereof or by or on behalf of the Company, any of its
officers and directors or any controlling person thereof, and shall survive
delivery of and payment for the Shares to and by the Underwriters.  The
representations contained in Section 1 and the agreements contained in Sections
5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement,
including termination pursuant to Section 9 or 11 hereof.

          11.  Effective Date of Agreement; Termination.
               ---------------------------------------- 

          (a)  This Agreement shall become effective, upon the later of when (i)
you and the Company shall have received notification of the effectiveness of the
Registration Statement or (ii) the execution of this Agreement.  If either the
initial public offering price or the purchase price per Share has not been
agreed upon prior to 5:00 P.M., Eastern time, on the [third] full business day
after the Registration Statement shall have become effective, this Agreement
shall thereupon terminate without liability to the Company or the Underwriters
except as herein expressly provided.  Until this Agreement becomes effective as
aforesaid, it may be terminated by the Company by notifying you or by you
notifying the Company. Notwithstanding the foregoing, the provisions of this
Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full
force and effect.

          (b)  You shall have the right to terminate this Agreement at any time
prior to the Closing Date or the obligations of the Underwriters to purchase the
Additional Shares at any time prior to the Additional Closing Date, as the case
may be, if (A) any domestic or international event or act or occurrence has
materially disrupted, or in your opinion will in the immediate future materially
disrupt, the market for the Company's securities or securities in general; or
(B) if trading on the New York or American Stock Exchanges shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been required, on the New
York or American Stock Exchanges by the New York or American Stock Exchanges or
by order of the Commission or any other governmental authority having
jurisdiction; or (C) if a banking moratorium has been declared by a state or
federal authority or if any new restriction materially adversely affecting the
distribution of the Firm Shares or the Additional Shares, as the case may be,
shall have become effective; or

                                      -22-
<PAGE>
 
(D) (i) if the United States becomes engaged in hostilities or there is an
escalation of hostilities involving the United States or there is a declaration
of a national emergency or war by the United States or (ii) if there shall have
been such change in political, financial or economic conditions if the effect of
any such event in clause (b)(D)(i) or (b)(D)(ii) as in your judgment makes it
impracticable or inadvisable to proceed with the offering, sale and delivery of
the Firm Shares or the Additional Shares, as the case may be, on the terms
contemplated by the Prospectus.

          (c)  Any notice of termination pursuant to this Section 11 shall be by
telephone, telex, or telegraph, confirmed in writing by letter.

          (d)  If this Agreement shall be terminated pursuant to any of the
provisions hereof (otherwise than pursuant to (i) notification by you as
provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if
the sale of the Shares provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth herein is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof, the
Company will, subject to demand by you, reimburse the Underwriters for all out-
of-pocket expenses (including the fees and expenses of their counsel), incurred
by the Underwriters in connection herewith.

          12.  Notice.  All communications hereunder, except as may be otherwise
               ------                                                           
specifically provided herein, shall be in writing and , if sent to any
Underwriter, shall be mailed, delivered, or telexed or telegraphed and confirmed
in writing, to such Underwriter c/o Friedman, Billings, Ramsey & Co., Inc.,
Potomac Tower, 1001 19th Street North, 18th Floor, Arlington, Virginia 22209,
Attention: _______; if sent to the Company, shall be mailed, delivered, or
telegraphed and confirmed in writing to the Company, 300 Greentree Commons, 381
Mansfield Ave., Pittsburgh, Pennsylvania 15220, Attention:  Richard Talarico.

          13.  Parties.  This Agreement shall inure solely to the benefit of,
               -------                                                       
and shall be binding upon, the Underwriters and the Company and the controlling
persons, directors, officers, employees and agents referred to in Section 7 and
8, and their respective successors and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or
in respect of or by virtue of this Agreement or any provision herein contained.
The term "successors and assigns" shall not include a purchaser, in its capacity
as such, of Shares from any of the Underwriters.

          14.  Governing Law.  This Agreement shall be governed by and construed
               -------------                                                    
in accordance with the laws of the State of Virginia but without regard to
principles of conflicts of law.

                                      -23-
<PAGE>
 
          If the foregoing correctly sets forth the understanding between you
and the Company, please so indicate in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement among us.

                                     Very truly yours,

                                     ALLIN COMMUNICATIONS
                                     CORPORATION
 

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


Accepted as of the date first above written

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.



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

On behalf of themselves and the other
Underwriters named in Schedule I hereto.

                                      -24-
<PAGE>
 
                                   SCHEDULE I


                                            Number of Firm
Name of Underwriter                     Shares to be Purchased
- -------------------                     ----------------------

Friedman, Billings, Ramsey & Co., Inc.



Total    ...........................    [_____________]



                                      -25-
<PAGE>
 
                                  SCHEDULE II

                               Lock-up Agreements

                                      -26-
