
<PAGE>

                                                                                


                                2,500,000 SHARES (1)
                                          
                                 BEBE STORES, INC.
                                          
                                    COMMON STOCK
                                          
                                          
                           FORM OF UNDERWRITING AGREEMENT
                                          
                                                                  June __, 1998


BANCAMERICA ROBERTSON STEPHENS
BEAR, STEARNS & CO. INC.
  As Representatives of the Several Underwriters
c/o BancAmerica Robertson Stephens
555 California Street
Suite 2600
San Francisco, California  94104

Ladies and Gentlemen:
                                           
     bebe stores, inc., a California corporation (the "Company"), and the 
shareholder of the Company named in Schedule B hereto (hereafter called the 
"Selling Shareholder") address you as the Representatives of each of the 
persons, firms and corporations listed in Schedule A hereto (herein 
collectively called the "Underwriters") and hereby confirm their respective 
agreements with the several Underwriters as follows:

     1.   DESCRIPTION OF SHARES.  The Company proposes to issue and sell 
1,250,000 shares of its authorized and unissued Common Stock, par value 
$0.001 per share, to the several Underwriters.  The Selling Shareholder 
proposes to sell an aggregate of 1,250,000 shares of the Company's authorized 
and outstanding Common Stock, par value $0.001 per share, to the several 
Underwriters.  The 1,250,000 shares of Common Stock, par value $0.001 per 
share, of the Company to be sold by the Company are hereinafter called the 
"Company Shares" and the 1,250,000 shares of Common Stock, par value $0.001 
per share, to be sold by the Selling Shareholder are hereinafter called the 
"Selling Shareholder Shares."  The Company Shares and the Selling Shareholder 
Shares are hereinafter collectively referred to as the "Firm Shares."  The 
Selling Shareholder also proposes to grant to the Underwriters an option to 
purchase up to 375,000 additional shares of the Company's Common Stock, par 
value $0.001 per share, (the "Option Shares"), as provided in Section 7 
hereof.  As used in this Agreement, the term "Shares" shall include the Firm 
Shares and the Option Shares.

------------------------
(1)  Plus an option to purchase up to 375,000 additional shares from the Selling
     Shareholder to cover over-allotments.


                                      
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All shares of Common Stock, par value $0.001 per share, of the Company to 
be outstanding after giving effect to the sales contemplated hereby, 
including the Shares, are hereinafter referred to as "Common Stock."

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

          I.   The Company and the Selling Shareholder, jointly and 
severally, represent and warrant to and agree with each Underwriter that:

               (a)  A registration statement on Form S-1 (File No. 333-50333) 
with respect to the Shares, including a prospectus subject to completion, has 
been prepared by the Company in conformity with the requirements of the 
Securities Act of 1933, as amended (the "Act"), and the applicable rules and 
regulations (the "Rules and Regulations") of the Securities and Exchange 
Commission (the "Commission") under the Act and has been filed with the 
Commission; such amendments to such registration statement, such amended 
prospectuses subject to completion and such abbreviated registration 
statements pursuant to Rule 462(b) of the Rules and Regulations as may have 
been required prior to the date hereof have been similarly prepared and filed 
with the Commission; and the Company will file such additional amendments to 
such registration statement, such amended prospectuses subject to completion 
and such abbreviated registration statements as may hereafter be required.  
Copies of such registration statement and amendments, of each related 
prospectus subject to completion (the "Preliminary Prospectuses") and of any 
abbreviated registration statement pursuant to Rule 462(b) of the Rules and 
Regulations have been delivered to you.

               If the registration statement relating to the Shares has been 
declared effective under the Act by the Commission, the Company will prepare 
and promptly file with the Commission the information omitted from the 
registration statement pursuant to Rule 430A(a) or, if BancAmerica Robertson 
Stephens, on behalf of the several Underwriters, shall agree to the 
utilization of Rule 434 of the Rules and Regulations, the information 
required to be included in any term sheet filed pursuant to Rule 434(b) or 
(c), as applicable, of the Rules and Regulations pursuant to subparagraph 
(1), (4) or (7) of Rule 424(b) of the Rules and Regulations or as part of a 
post-effective amendment to the registration statement (including a final 
form of prospectus).  If the registration statement relating to the Shares 
has not been declared effective under the Act by the Commission, the Company 
will prepare and promptly file an amendment to the registration statement, 
including a final form of prospectus, or, if BancAmerica Robertson Stephens, 
on behalf of the several Underwriters, shall agree to the utilization of Rule 
434 of the Rules and Regulations, the information required to be included in 
any term sheet filed pursuant to Rule 434(b) or (c), as applicable, of the 
Rules and Regulations.  The term "Registration Statement" as used in this 
Agreement shall mean such registration statement, including financial 
statements, schedules and exhibits, in the form in which it became or 
becomes, as the case may be, effective (including, if the Company omitted 
information from the registration statement pursuant to Rule 430A(a) or files 
a term sheet pursuant to Rule 434 of the Rules and Regulations, the 
information deemed to be a part of the registration statement at the time it 
became effective pursuant to Rule 430A(b) or Rule 434(d) of the Rules and 


                                      -2-
<PAGE>

Regulations) and, in the event of any amendment thereto or the filing of any 
abbreviated registration statement pursuant to Rule 462(b) of the Rules and 
Regulations relating thereto after the effective date of such registration 
statement, shall also mean (from and after the effectiveness of such 
amendment or the filing of such abbreviated registration statement) such 
registration statement as so amended, together with any such abbreviated 
registration statement.  The term "Prospectus" as used in this Agreement 
shall mean the prospectus relating to the Shares as included in such 
Registration Statement at the time it becomes effective (including, if the 
Company omitted information from the Registration Statement pursuant to Rule 
430A(a) of the Rules and Regulations, the information deemed to be a part of 
the Registration Statement at the time it became effective pursuant to Rule 
430A(b) of the Rules and Regulations); PROVIDED, HOWEVER, that if in reliance 
on Rule 434 of the Rules and Regulations and with the consent of BancAmerica 
Robertson Stephens, on behalf of the several Underwriters, the Company shall 
have provided to the Underwriters a term sheet pursuant to Rule 434(b) or 
(c), as applicable, prior to the time that a confirmation is sent or given 
for purposes of Section 2(10)(a) of the Act, the term "Prospectus" shall mean 
the "prospectus subject to completion" (as defined in Rule 434(g) of the 
Rules and Regulations) last provided to the Underwriters by the Company and 
circulated by the Underwriters to all prospective purchasers of the Shares 
(including the information deemed to be a part of the Registration Statement 
at the time it became effective pursuant to Rule 434(d) of the Rules and 
Regulations).  Notwithstanding the foregoing, if any revised prospectus shall 
be provided to the Underwriters by the Company for use in connection with the 
offering of the Shares that differs from the prospectus referred to in the 
immediately preceding sentence (whether or not such revised prospectus is 
required to be filed with the Commission pursuant to Rule 424(b) of the Rules 
and Regulations), the term "Prospectus" shall refer to such revised 
prospectus from and after the time it is first provided to the Underwriters 
for such use. If in reliance on Rule 434 of the Rules and Regulations and 
with the consent of BancAmerica Robertson Stephens, on behalf of the several 
Underwriters, the Company shall have provided to the Underwriters a term 
sheet pursuant to Rule 434(b) or (c), as applicable, prior to the time that a 
confirmation is sent or given for purposes of Section 2(10)(a) of the Act, 
the Prospectus and the term sheet, together, will not be materially different 
from the prospectus in the Registration Statement. 

               (b)  The Commission has not issued any order preventing or 
suspending the use of any Preliminary Prospectus or instituted proceedings 
for that purpose, and each such Preliminary Prospectus has conformed in all 
material respects to the requirements of the Act and the Rules and 
Regulations and, as of its date, did not include any untrue statement of a 
material fact or omit to state a material fact necessary to make the 
statements therein, in the light of the circumstances under which they were 
made, not misleading; and at the time the Registration Statement became or 
becomes, as the case may be, effective and at all times subsequent thereto up 
to and on the Closing Date (hereinafter defined) and on any later date on 
which Option Shares are to be purchased, (i) the Registration Statement and 
the Prospectus, and any amendments or supplements thereto, contained and will 
contain all material information required to be included therein by the Act 
and the Rules and Regulations and will in all material respects conform to 
the requirements of the Act and the Rules and Regulations, (ii) the 
Registration Statement, and any amendments or supplements thereto, did not 
and will not include any untrue statement of a material fact or omit to state 
a material fact required to be stated therein or necessary to make the 
statements 

                                      -3-
<PAGE>

therein not misleading, and (iii) the Prospectus, and any amendments or 
supplements thereto, did not and will not include any untrue statement of a 
material fact or omit to state a material fact necessary to make the 
statements therein, in the light of the circumstances under which they were 
made, not misleading; PROVIDED, HOWEVER, that none of the representations and 
warranties contained in this subparagraph (b) shall apply to information 
contained in or omitted from the Registration Statement or Prospectus, or any 
amendment or supplement thereto, in reliance upon, and in conformity with, 
written information relating to any Underwriter furnished to the Company by 
such Underwriter specifically for use in the preparation thereof.

               (c)  The Company has been duly incorporated and is validly 
existing as a corporation in good standing under the laws of the jurisdiction 
of its incorporation with full power and authority (corporate and other) to 
own, lease and operate its properties and conduct its business as described 
in the Prospectus; the Company is duly qualified to do business as a foreign 
corporation and is in good standing in each jurisdiction in which the 
ownership or leasing of its properties or the conduct of its business 
requires such qualification, except where the failure to be so qualified or 
be in good standing would not have a material adverse effect on the condition 
(financial or otherwise), earnings, operations, business or business 
prospects of the Company; no proceeding has been instituted in any such 
jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit 
or curtail, such power and authority or qualification; the Company is in 
possession of and operating in compliance with all authorizations, licenses, 
certificates, consents, orders and permits from state, federal and other 
regulatory authorities that are material to the conduct of its business, all 
of which are valid and in full force and effect; the Company is not in 
violation of its charter or bylaws or in default in the performance or 
observance of any material obligation, agreement, covenant or condition 
contained in any material bond, debenture, note or other evidence of 
indebtedness, or in any material lease, contract, indenture, mortgage, deed 
of trust, loan agreement, joint venture or other agreement or instrument to 
which the Company is a party or by which its properties may be bound; and the 
Company is not in material violation of any law, order, rule, regulation, 
writ, injunction, judgment or decree of any court, government or governmental 
agency or body, domestic or foreign, having jurisdiction over the Company or 
its properties of which it has knowledge.  The Company does not own or 
control, directly or indirectly, any corporation, association or other entity.

               (d)  The Company has full legal right, power and authority to 
enter into this Agreement and perform the transactions contemplated hereby. 
This Agreement has been duly authorized, executed and delivered by the 
Company and is a valid and binding agreement on the part of the Company, 
enforceable in accordance with its terms, except as rights to indemnification 
hereunder may be limited by applicable law and except as the enforcement 
hereof may be limited by applicable bankruptcy, insolvency, reorganization, 
moratorium or other similar laws relating to or affecting creditors' rights 
generally or by general equitable principles; the performance of this 
Agreement and the consummation of the transactions herein contemplated will 
not result in a material breach or violation of any of the terms and 
provisions of, or constitute a default under, (i) any bond, debenture, note 
or other evidence of indebtedness, or under any lease, contract, indenture, 
mortgage, deed of trust, loan agreement, joint venture or other agreement or 
instrument to which the Company is a party or by which it or its respective 
properties may be bound, (ii) the charter or bylaws of the Company, or (iii) 
any law, order, rule, regulation, writ, injunction, judgment 

                                    -4-
<PAGE>

or decree of any court, government or governmental agency or body, domestic 
or foreign, having jurisdiction over the Company or over its respective 
properties.  No consent, approval, authorization or order of or qualification 
with any court, government or governmental agency or body, domestic or 
foreign, having jurisdiction over the Company or over its respective 
properties is required for the execution and delivery of this Agreement and 
the consummation by the Company of the transactions herein contemplated, 
except such as may be required under the Act, the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), or under state or other securities or 
Blue Sky laws, all of which requirements have been satisfied in all material 
respects.

               (e)  There is not any pending or, to the best of the Company's 
knowledge, threatened action, suit, claim or proceeding against the Company, 
or any of its respective officers or any of its respective properties, assets 
or rights before any court, government or governmental agency or body, 
domestic or foreign, having jurisdiction over the Company or over its 
respective officers or properties or otherwise which (i) might result in any 
material adverse change in the condition (financial or otherwise), earnings, 
operations, business or business prospects of the Company or might materially 
and adversely affect its properties, assets or rights, (ii) might prevent 
consummation of the transactions contemplated hereby or (iii) is required to 
be disclosed in the Registration Statement or Prospectus and is not so 
disclosed; and there are no agreements, contracts, leases or documents of the 
Company of a character required to be described or referred to in the 
Registration Statement or Prospectus  or to be filed as an exhibit to the 
Registration Statement  by the Act or the Rules and Regulations which have 
not been accurately described in all material respects in the Registration 
Statement or Prospectus  or filed as exhibits to the Registration Statement .

               (f)  All outstanding shares of capital stock of the Company 
(including the Selling Shareholder Shares and the Option Shares) have been 
duly authorized and validly issued and are fully paid and nonassessable, have 
been issued in compliance with all federal and state securities laws, and 
were not issued in violation of or subject to any preemptive rights or other 
rights to subscribe for or purchase securities, and the authorized and 
outstanding capital stock of the Company is as set forth in the Prospectus 
under the caption "Capitalization" and conforms in all material respects to 
the statements relating thereto contained in the Registration Statement and 
the Prospectus (and such statements correctly state the substance of the 
instruments defining the capitalization of the Company); the Company Shares 
have been duly authorized for issuance and sale to the Underwriters pursuant 
to this Agreement and, when issued and delivered by the Company against 
payment therefor in accordance with the terms of this Agreement, will be duly 
and validly issued and fully paid and nonassessable, and will be sold free 
and clear of any pledge, lien, security interest, encumbrance, claim or 
equitable interest.  No preemptive right, co-sale right, registration right, 
right of first refusal or other similar right of shareholders exists with 
respect to any of the Firm Shares or the issuance and sale thereof other than 
those that have been expressly waived prior to the date hereof and those that 
will automatically expire upon and will not apply to the consummation of the 
transactions contemplated on or before the Closing Date. No further approval 
or authorization of any shareholder, the Board of Directors of the Company or 
others is required for the issuance and sale or transfer of the Shares except 
as may be required under the Act, the Exchange Act or under state or other 
securities or Blue Sky laws.  Except as disclosed in the Prospectus and the 
financial 


                                      -5-
<PAGE>

statements of the Company, and the related notes thereto, included in the 
Prospectus, the Company does not have outstanding any options to purchase, or 
any preemptive rights or other rights to subscribe for or to purchase, any 
securities or obligations convertible into, or any contracts or commitments 
to issue or sell, shares of its capital stock or any such options, rights, 
convertible securities or obligations.  The description of the Company's 
stock option, stock bonus and other stock plans or arrangements, and the 
options or other rights granted and exercised thereunder, set forth in the 
Prospectus accurately and fairly presents the information required to be 
shown with respect to such plans, arrangements, options and rights.

               (g)  Deloitte & Touche LLP, which has examined the financial 
statements of the Company, together with the related schedules and notes, (i) 
as of June 30, 1997 and March 31, 1998 and (ii) for each of the years in the 
three (3) years ended June 30, 1997 and for the nine months ended March 31, 
1998, filed with the Commission as a part of the Registration Statement, 
which are included in the Prospectus, are independent accountants within the 
meaning of the Act and the Rules and Regulations; the audited financial 
statements of the Company, together with the related schedules and notes, and 
the unaudited financial information, forming part of the Registration 
Statement and Prospectus, fairly present the financial position and the 
results of operations of the Company at the respective dates and for the 
respective periods to which they apply; and all audited financial statements 
of the Company, together with the related schedules and notes, and the 
unaudited financial information, filed with the Commission as part of the 
Registration Statement, have been prepared in accordance with generally 
accepted accounting principles consistently applied throughout the periods 
involved except as may be otherwise stated therein.  The selected and summary 
financial and statistical data included in the Registration Statement present 
fairly the information shown therein and have been compiled on a basis 
consistent with the audited financial statements presented therein.  No other 
financial statements or schedules are required to be included in the 
Registration Statement.

               (h)  Subsequent to the respective dates as of which 
information is given in the Registration Statement and Prospectus, there has 
not been (i) any material adverse change in the condition (financial or 
otherwise), earnings, operations, business or business prospects of the 
Company, (ii) any transaction that is material to the Company, except 
transactions entered into in the ordinary course of business, (iii) any 
obligation, direct or contingent, that is material to the Company, incurred 
by the Company, except obligations incurred in the ordinary course of 
business, (iv) any change in the capital stock or outstanding indebtedness of 
the Company that is material to the Company, (v) any dividend or distribution 
of any kind declared, paid or made on the capital stock of the Company, or 
(vi) any loss or damage (whether or not insured) to the property of the 
Company which has been sustained or will have been sustained which has a 
material adverse effect on the condition (financial or otherwise), earnings, 
operations, business or business prospects of the Company.

               (i)  Except as set forth in the Registration Statement and 
Prospectus, (i) the Company has good and marketable title to all properties 
and assets described in the Registration Statement and Prospectus as owned by 
it, free and clear of any pledge, lien, security interest, encumbrance, claim 
or equitable interest, other than such as would not have a material adverse 
effect 


                                      -6-
<PAGE>

on the condition (financial or otherwise), earnings, operations, business or 
business prospects of the Company, (ii) the agreements to which the Company 
is a party described in the Registration Statement and Prospectus are valid 
agreements, enforceable by the Company (as applicable), except as the 
enforcement thereof may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or other similar laws relating to or affecting 
creditors' rights generally or by general equitable principles and, to the 
best of the Company's knowledge, the other contracting party or parties 
thereto are not in material breach or material default under any of such 
agreements, and (iii) the Company has valid and enforceable leases for all 
properties described in the Registration Statement and Prospectus as leased 
by it, except as the enforcement thereof may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium or other similar laws 
relating to or affecting creditors' rights generally or by general equitable 
principles.  Except as set forth in the Registration Statement and 
Prospectus, the Company owns or leases all such properties as are necessary 
to its operations as now conducted or as proposed to be conducted.

               (j)  The Company has timely filed all necessary federal, state 
and foreign income and franchise tax returns and has paid all taxes shown 
thereon as due, and there is no tax deficiency that has been or, to the best 
of the Company's knowledge, might be asserted against the Company that might 
have a material adverse effect on the condition (financial or otherwise), 
earnings, operations, business or business prospects of the Company; and all 
tax liabilities are adequately provided for on the books of the Company.

               (k)  The Company maintains insurance with insurers of 
recognized financial responsibility of the types and in the amounts generally 
deemed adequate for its respective businesses and consistent with insurance 
coverage maintained by similar companies in similar businesses, including, 
but not limited to, insurance covering real and personal property owned or 
leased by the Company against theft, damage, destruction, acts of vandalism 
and all other risks customarily insured against, all of which insurance is in 
full force and effect; the Company has not been refused any insurance 
coverage sought or applied for; and the Company does not have any reason to 
believe that it will not be able to renew its existing insurance coverage as 
and when such coverage expires or to obtain similar coverage from similar 
insurers as may be necessary to continue its business at a cost that would 
not materially and adversely affect the condition (financial or otherwise), 
earnings, operations, business or business prospects of the Company.

               (l)  To the best of Company's knowledge, no labor disturbance 
by the employees of the Company exists or is imminent; and the Company is not 
aware of any existing or imminent labor disturbance by the employees of any 
of its principal suppliers, subassemblers, subcontractors or international 
distributors that might be expected to result in a material adverse change in 
the condition (financial or otherwise), earnings, operations, business or 
business prospects of the Company.  No collective bargaining agreement exists 
with any of the Company's employees and, to the best of the Company's 
knowledge, no such agreement is imminent.

               (m)  The Company owns or possesses adequate rights to use all 
patents, patent rights, inventions, trade secrets, know-how, trademarks, 
service marks, trade names and copyrights which are necessary to conduct its 
businesses as described in the Registration Statement 


                                      -7-
<PAGE>

and Prospectus; the expiration of any patents, patent rights, trade secrets, 
trademarks, service marks, trade names or copyrights would not have a 
material adverse effect on the condition (financial or otherwise), earnings, 
operations, business or business prospects of the Company; the Company has 
not received any notice of, and has no knowledge of, any infringement of or 
conflict with asserted rights of the Company by others with respect to any 
patent, patent rights, inventions, trade secrets, know-how, trademarks, 
service marks, trade names or copyrights; and the Company has not received 
any notice of, nor has any knowledge of, any infringement of or conflict with 
asserted rights of others with respect to any patent, patent rights, 
inventions, trade secrets, know-how, trademarks, service marks, trade names 
or copyrights which, singly or in the aggregate, if the subject of an 
unfavorable decision, ruling or finding, might have a material adverse effect 
on the condition (financial or otherwise), earnings, operations, business or 
business prospects of the Company.

               (n)  The Common Stock has been approved for quotation on The 
Nasdaq National Market, subject to official notice of issuance.

               (o)  The Company has been advised concerning the Investment 
Company Act of 1940, as amended (the "1940 Act"), and the rules and 
regulations thereunder, and has in the past conducted, and intends in the 
future to conduct, its affairs in such a manner as to ensure that it is not 
and will not become an "investment company" or a company "controlled" by an 
"investment company" within the meaning of the 1940 Act and such rules and 
regulations.  

               (p)  The Company has not distributed and will not distribute 
prior to the later of (i) the Closing Date, or any date on which Option 
Shares are to be purchased, as the case may be, and (ii) completion of the 
distribution of the Shares, any offering material in connection with the 
offering and sale of the Shares other than any Preliminary Prospectuses, the 
Prospectus, the Registration Statement and other materials, if any, permitted 
by the Act.

               (q)  The Company has not at any time during the last five (5) 
years (i) made any unlawful contribution to any candidate for foreign office 
or failed to disclose fully any contribution in violation of law, or (ii) 
made any payment to any federal or state governmental officer or official, or 
other person charged with similar public or quasi-public duties, other than 
payments required or permitted by the laws of the United States or any 
jurisdiction thereof.

               (r)  The Company and the Selling Shareholder have not taken 
and will not take, directly or indirectly, any action designed to or that 
might reasonably be expected to cause or result in stabilization or 
manipulation of the price of the Common Stock to facilitate the sale or 
resale of the Shares.

               (s)  Each officer and director of the Company and each 
beneficial owner of Common Stock has agreed in writing that such person will 
not, for a period of 180 days after the date of the Prospectus (the "Lock-up 
Period"), offer to sell, contract to sell, or otherwise sell, dispose of, 
loan, pledge or grant any rights with respect to (collectively, a 
"Disposition") any shares of Common Stock, any options or warrants to 
purchase any shares of Common Stock or any securities convertible into or 
exchangeable for shares of Common Stock (collectively, "Securities") now 
owned 


                                      -8-
<PAGE>

or hereafter acquired directly by such person or with respect to which such 
person has or hereafter acquires the power of disposition, otherwise than (i) 
as a bona fide gift or gifts, provided the donee or donees thereof agree in 
writing to be bound by this restriction, (ii) as a distribution to partners 
or shareholders of such person, provided that the distributees thereof agree 
in writing to be bound by the terms of this restriction, or (iii) with the 
prior written consent of BancAmerica Robertson Stephens.  The foregoing 
restriction has been expressly agreed to preclude the holder of the 
Securities from engaging in any hedging or other transaction which is 
designed to or reasonably expected to lead to or result in a Disposition of 
Securities during the Lock-up Period, even if such Securities would be 
disposed of by someone other than such holder.  Such prohibited hedging or 
other transactions would include, without limitation, any short sale (whether 
or not against the box) or any purchase, sale or grant of any right 
(including, without limitation, any put or call option) with respect to any 
Securities or with respect to any security (other than a broad-based market 
basket or index) that includes, relates to or derives any significant part of 
its value from the Securities.  Furthermore, such person has also agreed and 
consented to the entry of stop transfer instructions with the Company's 
transfer agent against the transfer of the Securities held by such person 
except in compliance with this restriction.  The Company has provided to 
counsel for the Underwriters a complete and accurate list of all 
securityholders of the Company and the number and type of securities held by 
each securityholder.  The Company has provided to counsel for the 
Underwriters true, accurate and complete copies of all of the agreements 
pursuant to which its officers, directors, shareholders and option holders 
have agreed to such or similar restrictions (the "Lock-up Agreements") 
presently in effect or effected hereby.  The Company hereby represents and 
warrants that all of its option holders have signed a Lock-up Agreement and 
it will not release any of its officers, directors or other shareholders from 
any Lock-up Agreements currently existing or hereafter effected without the 
prior written consent of BancAmerica Robertson Stephens.

               (t)  Except as set forth in the Registration Statement and 
Prospectus, (i) the Company is in compliance with all rules, laws and 
regulations relating to the use, treatment, storage and disposal of toxic 
substances and protection of health or the environment ("Environmental Laws") 
which are applicable to its business, (ii) the Company has not received 
notice from any governmental authority or third party of an asserted claim 
under Environmental Laws, which claim is required to be disclosed in the 
Registration Statement and the Prospectus and is not so disclosed, (iii) the 
Company will not be required to make future material capital expenditures to 
comply with Environmental Laws and (iv) no property which is owned, leased or 
occupied by the Company has been designated as a Superfund site pursuant to 
the Comprehensive Environmental Response, Compensation, and Liability Act of 
1980, as amended (42 U.S.C. Section 9601, ET SEQ.), or otherwise designated 
as a contaminated site under applicable state or local law.

               (u)  The Company maintains a system of internal accounting 
controls sufficient to provide reasonable assurances that (i) transactions 
are executed in accordance with management's general or specific 
authorizations, (ii) transactions are recorded as necessary to permit 
preparation of financial statements in conformity with generally accepted 
accounting principles and to maintain accountability for assets, (iii) access 
to assets is permitted only in accordance with management's general or 
specific authorization, and (iv) the recorded accountability for assets is 


                                      -9-
<PAGE>

compared with existing assets at reasonable intervals and appropriate action 
is taken with respect to any differences.

               (v)  There are no outstanding loans, advances (except normal 
advances for business expenses in the ordinary course of business) or 
guarantees of indebtedness by the Company to or for the benefit of any of the 
officers or directors of the Company or any of the members of the families of 
any of them, except as disclosed in the Registration Statement and the 
Prospectus.

               (w)  The Company has complied with all provisions of Section 
517.075, Florida Statutes relating to doing business with the Government of 
Cuba or with any person or affiliate located in Cuba.

          II.  The Selling Shareholder represents and warrants to and agrees 
with each Underwriter and the Company that:

               (a)  The Selling Shareholder now has and on the Closing Date, 
and on any later date on which Option Shares are purchased, will have valid 
marketable title to the Shares to be sold by such Selling Shareholder, free 
and clear of any pledge, lien, security interest, encumbrance, claim or 
equitable interest other than pursuant to this Agreement; and upon delivery 
of such Shares hereunder and payment of the purchase price as herein 
contemplated, each of the Underwriters will obtain valid marketable title to 
the Shares purchased by it from such Selling Shareholder, free and clear of 
any pledge, lien, security interest pertaining to such Selling Shareholder or 
such Selling Shareholder's property, encumbrance, claim or equitable 
interest, including any liability for estate or inheritance taxes, or any 
liability to or claims of any creditor, devisee, legatee or beneficiary of 
such Selling Shareholder.

               (b)  The Selling Shareholder has duly executed and delivered, 
in the form heretofore furnished to the Representatives, an irrevocable Power 
of Attorney (the "Power of Attorney") appointing ___________ and ___________ 
as attorneys-in-fact (collectively, the "Attorneys" and individually, an 
"Attorney") and a Letter of Transmittal and Custody Agreement (the "Custody 
Agreement") with ______________________________, as custodian (the 
"Custodian"); each of the Power of Attorney and the Custody Agreement 
constitutes a valid and binding agreement on the part of such Selling 
Shareholder, enforceable in accordance with its terms, except as the 
enforcement thereof may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or other similar laws relating to or affecting 
creditors' rights generally or by general equitable principles; and each of 
such Selling Shareholder's Attorneys, acting alone, is authorized to execute 
and deliver this Agreement and the certificate referred to in Section 6(h) 
hereof on behalf of such Selling Shareholder, to determine the purchase price 
to be paid by the several Underwriters to such Selling Shareholder as 
provided in Section 3 hereof, to authorize the delivery of the Selling 
Shareholder Shares and the Option Shares to be sold by the Selling 
Shareholder under this Agreement and to duly endorse (in blank or otherwise) 
the certificate or certificates representing such Shares or a stock power or 
powers with respect thereto, to accept payment therefor, and otherwise to act 
on behalf of such Selling Shareholder in connection with this Agreement.



                                      -10-
<PAGE>

               (c)  All consents, approvals, authorizations and orders 
required for the execution and delivery by such Selling Shareholder of the 
Power of Attorney and the Custody Agreement, the execution and delivery by or 
on behalf of such Selling Shareholder of this Agreement and the sale and 
delivery of the Selling Shareholder Shares and the Option Shares to be sold 
by  the Selling Shareholder under this Agreement (other than, at the time of 
the execution hereof (if the Registration Statement has not yet been declared 
effective by the Commission), the issuance of the order of the Commission 
declaring the Registration Statement effective and such consents, approvals, 
authorizations or orders as may be necessary under state or other securities 
or Blue Sky laws) have been obtained and are in full force and effect.

               (d)  Certificates in negotiable form for all Shares to be sold 
by such Selling Shareholder under this Agreement, together with a stock power 
or powers duly endorsed in blank by such Selling Shareholder, have been 
placed in custody with the Custodian for the purpose of effecting delivery 
hereunder.

               (e)  This Agreement has been duly executed and delivered by or 
on behalf of such Selling Shareholder and is a valid and binding agreement of 
such Selling Shareholder, enforceable in accordance with its terms, except as 
rights to indemnification hereunder may be limited by applicable law and 
except as the enforcement hereof may be limited by bankruptcy, insolvency, 
reorganization, moratorium or other similar laws relating to or affecting 
creditors' rights generally or by general equitable principles; and the 
performance of this Agreement and the consummation of the transactions herein 
contemplated will not result in a material breach or violation of any of the 
terms and provisions of, or constitute a default under, (i) any bond, 
debenture, note or other evidence of indebtedness, or under any lease, 
contract, indenture, mortgage, deed of trust, loan agreement, joint venture 
or other agreement or instrument to which such Selling Shareholder is a party 
or by which such Selling Shareholder, or any Selling Shareholder Shares or 
any Option Shares to be sold by such Selling Shareholder hereunder or any 
properties of such Selling Stockholder may be bound, or (ii) to the best of 
such Selling Shareholder' knowledge, result in any violation of any law, 
order, rule, regulation, writ, injunction, judgment or decree of any court, 
government or governmental agency or body, domestic or foreign, having 
jurisdiction over such Selling Shareholder or over the properties of such 
Selling Shareholder.

               (f)  All information furnished by or on behalf of such Selling 
Shareholder relating to such Selling Shareholder and the Selling Shareholder 
Shares and the Option Shares that is contained in the representations and 
warranties of such Selling Shareholder in such Selling Shareholder's Power of 
Attorney or set forth in the Registration Statement or the Prospectus is, and 
at the time the Registration Statement became or becomes, as the case may be, 
effective and at all times subsequent thereto up to and on the Closing Date, 
and on any later date on which Option Shares are to be purchased, was or will 
be, true, correct and complete, and does not, and at the time the 
Registration Statement became or becomes, as the case may be, effective and 
at all times subsequent thereto up to and on the Closing Date (hereinafter 
defined), and on any later date on which Option Shares are to be purchased, 
will not, contain any untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make such 
information not misleading.



                                      -11-
<PAGE>

               (g)  Such Selling Shareholder will review the Prospectus and 
will comply with all agreements and satisfy all conditions on its part to be 
complied with or satisfied pursuant to this Agreement on or prior to the 
Closing Date, or any later date on which Option Shares are to be purchased, 
as the case may be, and will advise one of its Attorneys and BancAmerica 
Robertson Stephens prior to the Closing Date or such later date on which 
Option Shares are to be purchased, as the case may be, if any statement to be 
made on behalf of such Selling Shareholder in the certificate contemplated by 
Section 6(h) would be inaccurate if made as of the Closing Date or such later 
date on which Option Shares are to be purchased, as the case may be.

               (h)  Such Selling Shareholder does not have, or has waived 
prior to the date hereof, any preemptive right, co-sale right or right of 
first refusal or other similar right to purchase any of the Shares that are 
to be sold by the Company to the Underwriters pursuant to this Agreement; 
such Selling Shareholder does not have, or has waived prior to the date 
hereof, any registration right or other similar right to participate in the 
offering made by the Prospectus, other than such rights of participation as 
have been satisfied by the participation of such Selling Shareholder in the 
transactions to which this Agreement relates in accordance with the terms of 
this Agreement; and such Selling Shareholder does not own any warrants, 
options or similar rights to acquire, and does not have any right or 
arrangement to acquire, any capital stock, rights, warrants, options or other 
securities from the Company, other than those described in the Registration 
Statement and the Prospectus.

     3.   PURCHASE, SALE AND DELIVERY OF SHARES.  On the basis of the 
representations, warranties and agreements herein contained, but subject to 
the terms and conditions herein set forth, the Company and the Selling 
Shareholder agree, severally and not jointly, to sell to the Underwriters, 
and each Underwriter agrees, severally and not jointly, to purchase from the 
Company and the Selling Shareholder, respectively, at a purchase price of 
$_____ per share, the respective number of Firm Shares set forth opposite the 
names of the Company and the Selling Shareholder in Schedule B hereto.  The 
obligation of each Underwriter to the Company and to the Selling Shareholder 
shall be to purchase from the Company or such Selling Shareholder that number 
of Company Shares or Selling Shareholder Shares, as the case may be, which 
(as nearly as practicable, as determined by you) is in the same proportion to 
the number of Company Shares or Selling Shareholder Shares set forth opposite 
the name of the Company or such Selling Shareholder in Schedule B hereto as 
the number of Firm Shares which is set forth opposite the name of such 
Underwriter in Schedule A hereto (subject to adjustment as provided in 
Section 10) is to the total number of Firm Shares to be purchased by all the 
Underwriters under this Agreement.

          The certificates in negotiable form for the Selling Shareholder 
Shares have been placed in custody (for delivery under this Agreement) under 
the Custody Agreement.  The Selling Shareholder agrees that the certificates 
for the Selling Shareholder Shares of such Selling Shareholder so held in 
custody are subject to the interests of the Underwriters hereunder, that the 
arrangements made by such Selling Shareholder for such custody, including the 
Power of Attorney is to that extent irrevocable and that the obligations of 
such Selling Shareholder hereunder shall not be terminated by any act of such 
Selling Shareholder or by operation of law, whether by the death or 
incapacity of such Selling Shareholder or the occurrence of any other event, 
except as specifically 


                                      -12-
<PAGE>

provided herein or in the Custody Agreement.  If any Selling Shareholder 
should die or be incapacitated, or if any other such event should occur, 
before the delivery of the certificates for the Selling Shareholder Shares 
hereunder, the Selling Shareholder Shares to be sold by such Selling 
Shareholder shall, except as specifically provided herein or in the Custody 
Agreement, be delivered by the Custodian in accordance with the terms and 
conditions of this Agreement as if such death, incapacity or other event had 
not occurred, regardless of whether the Custodian shall have received notice 
of such death or other event.

          Delivery of definitive certificates for the Firm Shares to be 
purchased by the Underwriters pursuant to this Section 3 shall be made 
against receipt of a wire transfer reference number issued by the Federal 
Reserve System evidencing payment of the purchase price therefor by the 
several Underwriters by wire transfer of immediately available funds, to an 
account specified in writing by the Company with regard to the Shares being 
purchased from the Company, and to an account specified in writing by the 
Custodian for the account of the Selling Shareholder with regard to the 
Shares being purchased from such Selling Shareholder, at the offices of  Gray 
Cary Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo Alto, California (or 
at such other place as may be agreed upon among the Representatives and the 
Company), at 7:00 A.M., San Francisco time (a) on the third (3rd) full 
business day following the first day that Shares are traded, (b) if this 
Agreement is executed and delivered after 1:30 P.M., San Francisco time, the 
fourth (4th) full business day following the day that this Agreement is 
executed and delivered or (c) at such other time and date not later than 
seven (7) full business days following the first day that Shares are traded 
as the Representatives and the Company may determine (or at such time and 
date to which payment and delivery shall have been postponed pursuant to 
Section 10 hereof), such time and date of payment and delivery being herein 
called the "Closing Date;" PROVIDED, HOWEVER, that if the Company has not 
made available to the Representatives copies of the Prospectus within the 
time provided in Section 4(d) hereof, the Representatives may, in their sole 
discretion, postpone the Closing Date until no later than two (2) full 
business days following delivery of copies of the Prospectus to the 
Representatives.  The certificates for the Firm Shares to be so delivered 
will be made available to you at such office or such other location 
including, without limitation, in New York City, as you may reasonably 
request for checking at least one (1) full business day prior to the Closing 
Date and will be in such names and denominations as you may request, such 
request to be made at least two (2) full business days prior to the Closing 
Date.  If the Representatives so elect, delivery of the Firm Shares may be 
made by credit through full fast transfer to the accounts at The Depository 
Trust Company designated by the Representatives.

          It is understood that you, individually, and not as the 
Representatives of the several Underwriters, may (but shall not be obligated 
to) make payment of the purchase price on behalf of any Underwriter or 
Underwriters whose check or checks shall not have been received by you prior 
to the Closing Date for the Firm Shares to be purchased by such Underwriter 
or Underwriters. Any such payment by you shall not relieve any such 
Underwriter or Underwriters of any of its or their obligations hereunder.

          After the Registration Statement becomes effective, the several 
Underwriters intend to make an initial public offering (as such term is 
described in Section 11 hereof) of the Firm Shares 


                                      -13-
<PAGE>

at an initial public offering price of $_____ per share.  After the initial 
public offering, the several Underwriters may, in their discretion, vary the 
public offering price.

          The information set forth in the last paragraph on the front cover 
page (insofar as such information relates to the Underwriters), on the inside 
front cover concerning stabilization and over-allotment by the Underwriters, 
and in the second, seventh and eighth paragraphs under the caption 
"Underwriting" in any Preliminary Prospectus and in the Prospectus 
constitutes the only information furnished by the Underwriters to the Company 
for inclusion in any Preliminary Prospectus, the Prospectus or the 
Registration Statement , and you, on behalf of the respective Underwriters, 
represent and warrant to the Company and the Selling Shareholder that the 
statements made therein do not include any untrue statement of a material 
fact or omit to state a material fact required to be stated therein or 
necessary to make the statements therein, in the light of the circumstances 
under which they were made, not misleading.

     4.   FURTHER AGREEMENTS OF THE COMPANY.  The Company agrees with the 
several Underwriters that:

               (a)  The Company will use its best efforts to cause the 
Registration Statement and any amendment thereof, if not effective at the 
time and date that this Agreement is executed and delivered by the parties 
hereto, to become effective as promptly as possible; the Company will use its 
best efforts to cause any abbreviated registration statement pursuant to Rule 
462(b) of the Rules and Regulations as may be required subsequent to the date 
the Registration Statement is declared effective to become effective as 
promptly as possible; the Company will notify you, promptly after it shall 
receive notice thereof, of the time when the Registration Statement, any 
subsequent amendment to the Registration Statement or any abbreviated 
registration statement has become effective or any supplement to the 
Prospectus has been filed; if the Company omitted information from the 
Registration Statement at the time it was originally declared effective in 
reliance upon Rule 430A(a) of the Rules and Regulations, the Company will 
provide evidence satisfactory to you that the Prospectus contains such 
information and has been filed, within the time period prescribed, with the 
Commission pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules 
and Regulations or as part of a post-effective amendment to such Registration 
Statement as originally declared effective which is declared effective by the 
Commission; if the Company files a term sheet pursuant to Rule 434 of the 
Rules and Regulations, the Company will provide evidence satisfactory to you 
that the Prospectus and term sheet meeting the requirements of Rule 434(b) or 
(c), as applicable, of the Rules and Regulations have been filed, within the 
time period prescribed, with the Commission pursuant to subparagraph (7) of 
Rule 424(b) of the Rules and Regulations; if for any reason the filing of the 
final form of Prospectus is required under Rule 424(b)(3) of the Rules and 
Regulations, it will provide evidence satisfactory to you that the Prospectus 
contains such information and has been filed with the Commission within the 
time period prescribed; it will notify you promptly of any request by the 
Commission for the amending or supplementing of the Registration Statement or 
the Prospectus or for additional information; promptly upon your request, it 
will prepare and file with the Commission any amendments or supplements to 
the Registration Statement or Prospectus which, in the opinion of counsel for 
the several Underwriters ("Underwriters' Counsel"), may be necessary or 
advisable in connection with the distribution of the 


                                      -14-
<PAGE>

Shares by the Underwriters; it will promptly prepare and file with the 
Commission, and promptly notify you of the filing of, any amendments or 
supplements to the Registration Statement or Prospectus which may be 
necessary to correct any statements or omissions, if, at any time when a 
prospectus relating to the Shares is required to be delivered under the Act, 
any event shall have occurred as a result of which the Prospectus or any 
other prospectus relating to the Shares as then in effect would include any 
untrue statement of a material fact or omit to state a material fact 
necessary to make the statements therein, in the light of the circumstances 
under which they were made, not misleading; in case any Underwriter is 
required to deliver a prospectus nine (9) months or more after the effective 
date of the Registration Statement in connection with the sale of the Shares, 
it will prepare promptly upon request, but at the expense of such 
Underwriter, such amendment or amendments to the Registration Statement and 
such prospectus or prospectuses as may be necessary to permit compliance with 
the requirements of Section 10(a)(3) of the Act; and it will file no 
amendment or supplement to the Registration Statement or Prospectus which 
shall not previously have been submitted to you a reasonable time prior to 
the proposed filing thereof or to which you shall reasonably object in 
writing, subject, however, to compliance with the Act and the Rules and 
Regulations and the provisions of this Agreement.

               (b)  The Company will advise you, promptly after it shall 
receive notice or obtain knowledge, of the issuance of any stop order by the 
Commission suspending the effectiveness of the Registration Statement or of 
the initiation or threat of any proceeding for that purpose; and it will 
promptly use its best efforts to prevent the issuance of any stop order or to 
obtain its withdrawal at the earliest possible moment if such stop order 
should be issued.

               (c)  The Company will use its best efforts to qualify the 
Shares for offering and sale under the securities laws of such jurisdictions 
as you may designate and to continue such qualifications in effect for so 
long as may be required for purposes of the distribution of the Shares, 
except that the Company shall not be required in connection therewith or as a 
condition thereof to qualify as a foreign corporation or to execute a general 
consent to service of process in any jurisdiction in which it is not 
otherwise required to be so qualified or to so execute a general consent to 
service of process.  In each jurisdiction in which the Shares shall have been 
qualified as above provided, the Company will make and file such statements 
and reports in each year as are or may be required by the laws of such 
jurisdiction.

               (d)  The Company will furnish to you, as soon as available, 
and, in the case of the Prospectus and any term sheet or abbreviated term 
sheet under Rule 434, in no event later than the first (1st) full business 
day following the first day that Shares are traded, copies of the 
Registration Statement (three of which will be signed and which will include 
all exhibits), each Preliminary Prospectus, the Prospectus and any amendments 
or supplements to such documents, including any prospectus prepared to permit 
compliance with Section 10(a)(3) of the Act, all in such quantities as you 
may from time to time reasonably request. Notwithstanding the foregoing, if 
BancAmerica Robertson Stephens, on behalf of the several Underwriters, shall 
agree to the utilization of Rule 434 of the Rules and Regulations, the 
Company shall provide to you copies of a Preliminary Prospectus updated in 
all respects through the date specified by you in such quantities as you may 
from time to time reasonably request.



                                      -15-
<PAGE>

               (e)  The Company will make generally available to its 
securityholders as soon as practicable, but in any event not later than the 
forty-fifth (45th) day following the end of the fiscal quarter first 
occurring after the first anniversary of the effective date of the 
Registration Statement, an earnings statement (which will be in reasonable 
detail but need not be audited) complying with the provisions of Section 
11(a) of the Act and covering a twelve (12) month period beginning after the 
effective date of the Registration Statement.

               (f)  During a period of five (5) years after the date hereof, 
the Company will furnish to its shareholders as soon as practicable after the 
end of each respective period, annual reports (including financial statements 
audited by independent certified public accountants) and unaudited quarterly 
reports of operations for each of the first three quarters of the fiscal 
year, and will furnish to you and the other several Underwriters hereunder, 
upon request (i) concurrently with furnishing such reports to its 
shareholders, statements of operations of the Company for each of the first 
three (3) quarters in the form furnished to the Company's shareholders, (ii) 
concurrently with furnishing to its shareholders, a balance sheet of the 
Company as of the end of such fiscal year, together with statements of 
operations, of shareholders' equity, and of cash flows of the Company for 
such fiscal year, accompanied by a copy of the certificate or report thereon 
of independent certified public accountants, (iii) as soon as they are 
available, copies of all reports (financial or other) mailed to shareholders, 
(iv) as soon as they are available, copies of all reports and financial 
statements furnished to or filed with the Commission, any securities exchange 
or the National Association of Securities Dealers, Inc. ("NASD"),  (v) every 
material press release and every material news item or article in respect of 
the Company, its subsidiaries or its or their affairs which was generally 
released to shareholders or prepared by the Company or any of its 
subsidiaries, and (vi) any additional information of a public nature 
concerning the Company or its subsidiaries, or its business which you may 
reasonably request.  During such five (5) year period, if the Company shall 
have active subsidiaries, the foregoing financial statements shall be on a 
consolidated basis to the extent that the accounts of the Company and such 
subsidiaries are consolidated, and shall be accompanied by similar financial 
statements for any significant subsidiary which is not so consolidated.

               (g)  The Company will apply the net proceeds from the sale of 
the Shares being sold by it in the manner set forth under the caption "Use of 
Proceeds" in the Prospectus.

               (h)  The Company will maintain a transfer agent and, if 
necessary under the jurisdiction of incorporation of the Company, a registrar 
(which may be the same entity as the transfer agent) for its Common Stock.

               (i)  If the transactions contemplated hereby are not 
consummated by reason of any failure, refusal or inability on the part of the 
Company or any Selling Shareholder to perform any agreement on their 
respective parts to be performed hereunder or to fulfill any condition of the 
Underwriters' obligations hereunder, or if the Company shall terminate this 
Agreement pursuant to Section 11(a) hereof, or if the Underwriters shall 
terminate this Agreement pursuant to Section 11(b)(i), the Company will 
reimburse the several Underwriters for all out-of-pocket expenses (including 
fees and disbursements of Underwriters' Counsel) incurred by the Underwriters 
in investigating or preparing to market or marketing the Shares.



                                      -16-
<PAGE>

               (j)  The Company will comply with Item 701 of Regulation S-K 
as it relates to the Company's Use of Proceeds from the sale of the Shares 
being sold by it.

               (k)  If at any time during the ninety (90) day period after 
the Registration Statement becomes effective, any rumor, publication or event 
relating to or affecting the Company shall occur as a result of which in your 
opinion the market price of the Common Stock has been or is likely to be 
materially affected (regardless of whether such rumor, publication or event 
necessitates a supplement to or amendment of the Prospectus), the Company 
will, after written notice from you advising the Company to the effect set 
forth above, forthwith prepare, consult with you concerning the substance of 
and disseminate a press release or other public statement, reasonably 
satisfactory to you, responding to or commenting on such rumor, publication 
or event.

               (l)  During the Lock-up Period, the Company will not, without 
the prior written consent of BancAmerica Robertson Stephens  effect the 
Disposition of, directly or indirectly, any Securities other than the sale of 
the Firm Shares and the Option Shares hereunder and the Company's issuance of 
options or Common Stock under the Company's presently authorized 1998 Stock 
Plan (the "Option Plan").

               (m)  During a period of ninety (90) days from the effective 
date of the Registration Statement, the Company will not file a registration 
statement registering shares under the Option Plan or other employee benefit 
plan.

               (n)  The Company will maintain the quotation of the Shares on 
the Nasdaq National Market and pay all costs, expenses and fees incident to 
such maintenance.

     5.   EXPENSES.

               (a)  The Company and the Selling Shareholder agree with each 
Underwriter that:

                         (i)       The Company and the Selling Shareholder 
will pay and bear all costs and expenses in connection with the preparation, 
printing and filing of the Registration Statement (including financial 
statements, schedules and exhibits), Preliminary Prospectuses and the 
Prospectus and any amendments or supplements thereto; the printing of this 
Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, 
the Preliminary Blue Sky Survey and any Supplemental Blue Sky Survey, the 
Underwriters' Questionnaire and Power of Attorney, and any instruments 
related to any of the foregoing; the issuance and delivery of the Shares 
hereunder to the several Underwriters, including transfer taxes, if any, the 
cost of all certificates representing the Shares and transfer agents' and 
registrars' fees; the fees and disbursements of counsel for the Company; all 
fees and other charges of the Company's independent certified public 
accountants; the cost of furnishing to the several Underwriters copies of the 
Registration Statement (including appropriate exhibits), Preliminary 
Prospectus and the Prospectus, and any amendments or supplements to any of 
the foregoing; NASD filing fees and the cost of qualifying the Shares under 
the laws of such jurisdictions as you may designate (including filing fees 
and fees and disbursements 


                                      -17-
<PAGE>

of Underwriters' Counsel in connection with such NASD filings and Blue Sky 
qualifications); and all other expenses directly incurred by the Company and 
the Selling Shareholder in connection with the performance of their 
obligations hereunder.  Any additional expenses incurred as a result of the 
sale of the Shares by the Selling Shareholder will be borne collectively by 
the Company and the Selling Shareholder.  The provisions of this Section 
5(a)(i) are intended to relieve the Underwriters from the payment of the 
expenses and costs which the Selling Shareholder and the Company hereby agree 
to pay, but shall not affect any agreement which the Selling Shareholder and 
the Company may make, or may have made, for the sharing of any of such 
expenses and costs.  Such agreements shall not impair the obligations of the 
Company and the Selling Shareholder hereunder to the several Underwriters.

                         (ii)      In addition to its other obligations under 
Section 8(a) hereof, the Company agrees that, as an interim measure during 
the pendency of any claim, action, investigation, inquiry or other proceeding 
described in Section 8(a) hereof, it will reimburse the Underwriters on a 
monthly basis for all reasonable legal or other expenses incurred in 
connection with investigating or defending any such claim, action, 
investigation, inquiry or other proceeding, notwithstanding the absence of a 
judicial determination as to the propriety and enforceability of the 
Company's obligation to reimburse the Underwriters for such expenses and the 
possibility that such payments might later be held to have been improper by a 
court of competent jurisdiction.  To the extent that any such interim 
reimbursement payment is so held to have been improper, the Underwriters 
shall promptly return such payment to the Company together with interest, 
compounded daily, determined on the basis of the prime rate (or other 
commercial lending rate for borrowers of the highest credit standing) listed 
from time to time in The Wall Street Journal which represents the base rate 
on corporate loans posted by a substantial majority of the nation's thirty 
(30) largest banks (the "Prime Rate").  Any such interim reimbursement 
payments which are not made to the Underwriters within thirty (30) days of a 
request for reimbursement shall bear interest at the Prime Rate from the date 
of such request.

                         (iii)     In addition to their other obligations 
under Section 8(b) hereof, the Selling Shareholder agrees that, as an interim 
measure during the pendency of any claim, action, investigation, inquiry or 
other proceeding described in Section 8(b) hereof relating to such Selling 
Shareholder, it will reimburse the Underwriters on a monthly basis for all 
reasonable legal or other expenses incurred in connection with investigating 
or defending any such claim, action, investigation, inquiry or other 
proceeding, notwithstanding the absence of a judicial determination as to the 
propriety and enforceability of such Selling Shareholder's obligation to 
reimburse the Underwriters for such expenses and the possibility that such 
payments might later be held to have been improper by a court of competent 
jurisdiction.  To the extent that any such interim reimbursement payment is 
so held to have been improper, the Underwriters shall promptly return such 
payment to the Selling Shareholder, together with interest, compounded daily, 
determined on the basis of the Prime Rate.  Any such interim reimbursement 
payments which are not made to the Underwriters within thirty (30) days of a 
request for reimbursement shall bear interest at the Prime Rate from the date 
of such request.



                                      -18-
<PAGE>

               (b)  In addition to their other obligations under Section 8(c) 
hereof, the Underwriters severally and not jointly agree that, as an interim 
measure during the pendency of any claim, action, investigation, inquiry or 
other proceeding described in Section 8(c) hereof, they will reimburse the 
Company and the Selling Shareholder on a monthly basis for all reasonable 
legal or other expenses incurred in connection with investigating or 
defending any such claim, action, investigation, inquiry or other proceeding, 
notwithstanding the absence of a judicial determination as to the propriety 
and enforceability of the Underwriters' obligation to reimburse the Company 
and each such Selling Shareholder for such expenses and the possibility that 
such payments might later be held to have been improper by a court of 
competent jurisdiction.  To the extent that any such interim reimbursement 
payment is so held to have been improper, the Company and each such Selling 
Shareholder shall promptly return such payment to the Underwriters together 
with interest, compounded daily, determined on the basis of the Prime Rate.  
Any such interim reimbursement payments which are not made to the Company and 
each such Selling Shareholder within thirty (30) days of a request for 
reimbursement shall bear interest at the Prime Rate from the date of such 
request.

               (c)  It is agreed that any controversy arising out of the 
operation of the interim reimbursement arrangements set forth in Sections 
5(a)(ii), 5(a)(iii) and 5(b) hereof, including the amounts of any requested 
reimbursement payments, the method of determining such amounts and the basis 
on which such amounts shall be apportioned among the reimbursing parties, 
shall be settled by arbitration conducted under the provisions of the 
Constitution and Rules of the Board of Governors of the New York Stock 
Exchange, Inc. or pursuant to the Code of Arbitration Procedure of the NASD.  
Any such arbitration must be commenced by service of a written demand for 
arbitration or a written notice of intention to arbitrate, therein electing 
the arbitration tribunal.  In the event the party demanding arbitration does 
not make such designation of an arbitration tribunal in such demand or 
notice, then the party responding to said demand or notice is authorized to 
do so.  Any such arbitration will be limited to the operation of the interim 
reimbursement provisions contained in Sections 5(a)(ii), 5(a)(iii) and 5(b) 
hereof and will not resolve the ultimate propriety or enforceability of the 
obligation to indemnify for expenses which is created by the provisions of 
Sections 8(a), 8(b) and 8(c) hereof or the obligation to contribute to 
expenses which is created by the provisions of Section 8(e) hereof.

     6.   CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The obligations of the 
several Underwriters to purchase and pay for the Shares as provided herein 
shall be subject to the accuracy, as of the date hereof and the Closing Date 
and any later date on which Option Shares are to be purchased, as the case 
may be, of the representations and warranties of the Company and the Selling 
Shareholder herein, to the performance by the Company and the Selling 
Shareholder of their respective obligations hereunder and to the following 
additional conditions:

               (a)  The Registration Statement shall have become effective 
not later than 2:00 P.M., San Francisco time, on the date following the date 
of this Agreement, or such later date and time as shall be consented to in 
writing by you; and no stop order suspending the effectiveness thereof shall 
have been issued and no proceedings for that purpose shall have been 
initiated or, to the knowledge of the Company, any Selling Shareholder or any 
Underwriter, 


                                      -19-
<PAGE>

threatened by the Commission, and any request of the Commission for 
additional information (to be included in the Registration Statement or the 
Prospectus or otherwise) shall have been complied with to the satisfaction of 
Underwriters' Counsel.

               (b)  All corporate proceedings and other legal matters in 
connection with this Agreement, the form of Registration Statement and the 
Prospectus, and the registration, authorization, issue, sale and delivery of 
the Shares, shall have been reasonably satisfactory to Underwriters' Counsel, 
and such counsel shall have been furnished with such papers and information 
as they may reasonably have requested to enable them to pass upon the matters 
referred to in this Section.

               (c)  Subsequent to the execution and delivery of this 
Agreement and prior to the Closing Date, or any later date on which Option 
Shares are to be purchased, as the case may be, there shall not have been any 
change in the condition (financial or otherwise), earnings, operations, 
business or business prospects of the Company and its subsidiaries considered 
as one enterprise from that set forth in the Registration Statement or 
Prospectus, which, in your sole judgment, is material and adverse and that 
makes it, in your sole judgment, impracticable or inadvisable to proceed with 
the public offering of the Shares as contemplated by the Prospectus; and

               (d)  You shall have received on the Closing Date and on any 
later date on which Option Shares are to be purchased, as the case may be, 
the following opinion of counsel for the Company, dated the Closing Date or 
such later date on which Option Shares are to be purchased addressed to the 
Underwriters and with reproduced copies or signed counterparts thereof for 
each of the Underwriters, to the effect that:

                         (i)       The Company has been duly incorporated and is
          validly existing as a corporation in good standing under the laws of
          California;

                         (ii)      The Company has the corporate power and
          authority to own, lease and operate its properties and to conduct its
          business as described in the Prospectus;

                         (iii)     The Company is duly qualified to do business
          as a foreign corporation and is in good standing in each jurisdiction,
          if any, in which the ownership or leasing of its properties or the
          conduct of its business requires such qualification, except where the
          failure to be so qualified or be in good standing would not have a
          material adverse effect on the condition (financial or otherwise),
          earnings, operations or business of the Company.  To such counsel's
          knowledge, the Company does not own or control, directly or
          indirectly, any corporation, association or other entity;

                         (iv)      The authorized, issued and outstanding
          capital stock of the Company is as set forth in the Prospectus under
          the caption "Capitalization" as of the dates stated therein, and the
          issued and outstanding shares of capital stock 


                                      -20-
<PAGE>

          of the Company (including the Selling Shareholder Shares) have been 
          duly and validly issued and are fully paid and nonassessable, and, 
          to such counsel's knowledge, will not have been issued in violation 
          of or subject to any preemptive right, co-sale right, registration 
          right, right of first refusal or other similar right;

                         (v)       All issued and outstanding shares of capital
          stock of the Company have been duly authorized and validly issued and
          are fully paid and nonassessable, and, to such counsel's knowledge,
          have not been issued in violation of or subject to any preemptive
          right, co-sale right, registration right, right of first refusal or
          other similar right and are owned by the Company free and clear of any
          pledge, lien, security interest, encumbrance, claim or equitable
          interest;

                         (vi)      The Company Shares to be issued by the
          Company pursuant to the terms of this Agreement have been duly
          authorized and, upon issuance and delivery against payment therefor in
          accordance with the terms hereof, will be duly and validly issued and
          fully paid and nonassessable, and will not have been issued in
          violation of or subject to any preemptive right, co-sale right,
          registration right, right of first refusal or other similar right.

                         (vii)     The Company has the corporate power and
          authority to enter into this Agreement and to issue, sell and deliver
          to the Underwriters the Shares to be issued and sold by it hereunder;

                         (viii)    This Agreement has been duly authorized by
          all necessary corporate action on the part of the Company and has been
          duly executed and delivered by the Company and, assuming due
          authorization, execution and delivery by you, is a valid and binding
          agreement of the Company, enforceable in accordance with its terms,
          except insofar as indemnification provisions may be limited by
          applicable law and except as enforceability may be limited by
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          relating to or affecting creditors' rights generally or by general
          equitable principles;

                         (ix)      The Registration Statement has become
          effective under the Act and, to such counsel's knowledge, no stop
          order suspending the effectiveness of the Registration Statement has
          been issued and no proceedings for that purpose have been instituted
          or are pending or threatened under the Act;
 
                         (x)       The Registration Statement and the
          Prospectus, and each amendment or supplement thereto (other than the
          financial statements (including supporting schedules) and financial
          data derived therefrom as to which such counsel need express no
          opinion), as of the effective date of the Registration Statement,
          complied as to form in all material respects with the requirements of
          the Act and the applicable Rules and Regulations;



                                      -21-
<PAGE>

                         (xi)      The information in the Prospectus under the
          caption "Description of Capital Stock," to the extent that it
          constitutes matters of law or legal conclusions, has been reviewed by
          such counsel and is a fair summary of such matters and conclusions;
          and the forms of certificates evidencing the Common Stock and filed as
          exhibits to the Registration Statement comply with California law;

                         (xii)     The description in the Registration Statement
          and the Prospectus of the charter and bylaws of the Company and of
          statutes are accurate and fairly present the information required to
          be presented by the Act and the applicable Rules and Regulations;

                         (xiii)    To such counsel's knowledge, there are no
          agreements, contracts, leases or documents to which the Company is a
          party of a character required to be described or referred to in the
          Registration Statement or Prospectus  or to be filed as an exhibit to
          the Registration Statement  which are not described or referred to
          therein or filed as required;

                         (xiv)     The performance of this Agreement and the
          consummation of the transactions herein contemplated (other than
          performance of the Company's indemnification obligations hereunder,
          concerning which no opinion need be expressed) will not (a) result in
          any violation of the charter or bylaws of the Company or (b) to such
          counsel's knowledge, result in a material breach or violation of any
          of the terms and provisions of, or constitute a default under, any
          bond, debenture, note or other evidence of indebtedness, or any lease,
          contract, indenture, mortgage, deed of trust, loan agreement, joint
          venture or other agreement or instrument known to such counsel to
          which the Company is a party or by which its properties are bound, or
          any applicable statute, rule or regulation known to such counsel or,
          to such counsel's knowledge, any order, writ or decree of any court,
          government or governmental agency or body having jurisdiction over the
          Company, or over any of its properties or operations;

                         (xv)      No consent, approval, authorization or order
          of or qualification with any court, government or governmental agency
          or body having jurisdiction over the Company, or over any of its
          properties or operations is necessary in connection with the
          consummation by the Company of the transactions herein contemplated,
          except such as have been obtained under the Act or such as may be
          required under state or other securities or Blue Sky laws in
          connection with the purchase and the distribution of the Shares by the
          Underwriters;

                         (xvi)     To such counsel's knowledge, there are no
          legal or governmental proceedings pending or threatened against the
          Company of a character required to be disclosed in the Registration
          Statement or the Prospectus  by the Act or the Rules and Regulations,
          other than those described therein;



                                      -22-
<PAGE>

                         (xvii)    To such counsel's knowledge, the Company is
          not presently (a) in material violation of its respective charter or
          bylaws, or (b) in material breach of any applicable statute, rule or
          regulation known to such counsel or, to such counsel's knowledge, any
          order, writ or decree of any court or governmental agency or body
          having jurisdiction over the Company, or over any of its properties or
          operations; and

                         (xviii)   To such counsel's knowledge, except as set
          forth in the Registration Statement and Prospectus, no holders of
          Common Stock or other securities of the Company have registration
          rights with respect to securities of the Company and, except as set
          forth in the Registration Statement and Prospectus, all holders of
          securities of the Company having rights known to such counsel to
          registration of such shares of Common Stock or other securities,
          because of the filing of the Registration Statement by the Company
          have, with respect to the offering contemplated thereby, waived such
          rights or such rights have expired by reason of lapse of time
          following notification of the Company's intent to file the
          Registration Statement or have included securities in the Registration
          Statement pursuant to the exercise of and in full satisfaction of such
          rights; and

                         (xix)     Upon the delivery of and payment for the
          Shares as contemplated in this Agreement, each of the Underwriters
          will receive valid marketable title to the Shares purchased by it from
          such Selling Shareholder, free and clear of any pledge, lien, security
          interest, encumbrance, claim or equitable interest.  In rendering such
          opinion, such counsel may assume that the Underwriters are without
          notice of any defect in the title of the Shares being purchased from
          the Selling Shareholder.

               In addition, such counsel shall state that such counsel has 
participated in conferences with officials and other representatives of the 
Company, the Representatives, Underwriters' Counsel and the independent 
certified public accountants of the Company, at which such conferences the 
contents of the Registration Statement and Prospectus and related matters 
were discussed, and although they have not verified the accuracy or 
completeness of the statements contained in the Registration Statement or the 
Prospectus, nothing has come to the attention of such counsel which leads 
such counsel to believe that, at the time the Registration Statement became 
effective and at all times subsequent thereto up to and on the Closing Date 
and on any later date on which Option Shares are to be purchased, the 
Registration Statement and any amendment or supplement thereto (other than 
the financial statements including supporting schedules and other financial 
and statistical information derived therefrom, as to which such counsel need 
express no comment) contained any untrue statement of a material fact or 
omitted to state a material fact required to be stated therein or necessary 
to make the statements therein not misleading, or at the Closing Date or any 
later date on which the Option Shares are to be purchased, as the case may 
be, the Registration Statement, the Prospectus and any amendment or 
supplement thereto (except as aforesaid) contained any untrue statement of a 
material fact or omitted to state a material fact 


                                      -23-
<PAGE>

necessary to make the statements therein, in the light of the circumstances 
under which they were made, not misleading.

               Counsel rendering the foregoing opinion may rely as to 
questions of law not involving the laws of the United States or the State of 
California upon opinions of local counsel, and as to questions of fact upon 
representations or certificates of officers of the Company, the Selling 
Shareholder, and of government officials, in which case their opinion is to 
state that they are so relying and that they have no knowledge of any 
material misstatement or inaccuracy in any such opinion, representation or 
certificate.  Copies of any opinion, representation or certificate so relied 
upon shall be delivered to you, as Representatives of the Underwriters, and 
to Underwriters' Counsel.

               (e)  You shall have received on the Closing Date and on any 
later date on which Option Shares are to be purchased, as the case may be, an 
opinion of Wilson Sonsini Goodrich & Rosati, P.C., in form and substance 
satisfactory to you, with respect to the sufficiency of all such corporate 
proceedings and other legal matters relating to this Agreement and the 
transactions contemplated hereby as you may reasonably require, and the 
Company shall have furnished to such counsel such documents as they may have 
requested for the purpose of enabling them to pass upon such matters.

          In addition, such counsel shall state that such counsel has 
participated in conferences with officials and other representatives of the 
Company, the Representatives, Company Counsel and the independent certified 
public accountants of the Company, at which such conferences the contents of 
the Registration Statement and Prospectus and related matters were discussed, 
and although they have not verified the accuracy or completeness of the 
statements contained in the Registration Statement or the Prospectus, nothing 
has come to the attention of such counsel which leads such counsel to believe 
that, at the time the Registration Statement became effective and at all 
times subsequent thereto up to and on the Closing Date and on any later date 
on which Option Shares are to be purchased, the Registration Statement and 
any amendment or supplement thereto (other than the financial statements 
including supporting schedules and other financial and statistical 
information derived therefrom, as to which such counsel need express no 
comment) contained any untrue statement of a material fact or omitted to 
state a material fact required to be stated therein or necessary to make the 
statements therein not misleading, or at the Closing Date or any later date 
on which the Option Shares are to be purchased, as the case may be, the 
Registration Statement, the Prospectus and any amendment or supplement 
thereto (except as aforesaid) contained any untrue statement of a material 
fact or omitted to state a material fact necessary to make the statements 
therein, in the light of the circumstances under which they were made, not 
misleading.

               (f)  You shall have received on the Closing Date and on any 
later date on which Option Shares are to be purchased, as the case may be, a 
letter from Deloitte & Touche LLP addressed to the Underwriters, dated the 
Closing Date or such later date on which Option Shares are to be purchased, 
as the case may be, confirming that they are independent certified public 
accountants with respect to the Company within the meaning of the Act and the 
applicable published Rules and Regulations and based upon the procedures 
described in the letter delivered to you concurrently with the execution of 
this Agreement (herein called the "Original Letter"), but carried 


                                      -24-
<PAGE>

out to a date not more than five (5) business days prior to the Closing Date 
or such later date on which Option Shares are to be purchased, as the case 
may be, (i) confirming, to the extent true, that the statements and 
conclusions set forth in the Original Letter are accurate as of the Closing 
Date or such later date on which Option Shares are to be purchased, as the 
case may be, and (ii) setting forth any revisions and additions to the 
statements and conclusions set forth in the Original Letter that are 
necessary to reflect any changes in the facts described in the Original 
Letter since its date, or to reflect the availability of more recent 
financial statements, data or information.  The letter shall not disclose any 
change in the condition (financial or otherwise), earnings, operations, 
business or business prospects of the Company and its subsidiaries considered 
as one enterprise from that set forth in the Registration Statement or 
Prospectus, which, in your sole judgment, is material and adverse and that 
makes it, in your sole judgment, impracticable or inadvisable to proceed with 
the public offering of the Shares as contemplated by the Prospectus.  The 
Original Letter from Deloitte & Touche LLP shall be addressed to or for the 
use of the Underwriters in form and substance satisfactory to the 
Underwriters and shall (i) represent, to the extent true, that they are 
independent certified public accountants with respect to the Company within 
the meaning of the Act and the applicable published Rules and Regulations, 
(ii) set forth their opinion with respect to their examination of the balance 
sheet of the Company as of June 30, 1997 and as of March 31, 1998 and related 
statements of operations, shareholders' equity, and cash flows for the twelve 
(12) months ended June 30, 1997 and the nine months ended March 31, 1998, 
(iii) state that Deloitte & Touche LLP has performed the procedures set out 
in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim 
financial information and providing the report of Deloitte & Touche LLP as 
described in SAS 71 on the financial statements for each of the quarters in 
the seven-quarter period ended March 31, 1998 (the "Quarterly Financial 
Statements"), (iv) state that in the course of such review, nothing came to 
their attention that leads them to believe that any material modifications 
need to be made to any of the Quarterly Financial Statements in order for 
them to be in compliance with generally accepted accounting principles 
consistently applied across the periods presented, and (v) address other 
matters agreed upon by Deloitte & Touche LLP and you.  In addition, you shall 
have received from Deloitte & Touche LLP a letter addressed to the Company 
and made available to you for the use of the Underwriters stating that their 
review of the Company's system of internal accounting controls, to the extent 
they deemed necessary in establishing the scope of their examination of the 
Company's financial statements as of June 30, 1997, did not disclose any 
weaknesses in internal controls that they considered to be material 
weaknesses.

               (g)  You shall have received on the Closing Date and on any 
later date on which Option Shares are to be purchased, as the case may be, a 
certificate of the Company, dated the Closing Date or such later date on 
which Option Shares are to be purchased, as the case may be, signed by the 
Chief Executive Officer and Chief Financial Officer of the Company, to the 
effect that, and you shall be satisfied that:

                         (i)       The representations and warranties of the
          Company in this Agreement are true and correct, as if made on and as
          of the Closing Date or any later date on which Option Shares are to be
          purchased, as the case may be, and the Company has complied with all
          the agreements and satisfied all the conditions on its 


                                      -25-
<PAGE>

          part to be performed or satisfied at or prior to the Closing Date 
          or any later date on which Option Shares are to be purchased, as 
          the case may be;

                         (ii)      No stop order suspending the effectiveness of
          the Registration Statement has been issued and no proceedings for that
          purpose have been instituted or are pending or threatened under the
          Act;

                         (iii)     When the Registration Statement became
          effective and at all times subsequent thereto up to the delivery of
          such certificate, the Registration Statement and the Prospectus, and
          any amendments or supplements thereto, contained all material
          information required to be included therein by the Act and the Rules
          and Regulations, and in all material respects conformed to the
          requirements of the Act and the Rules and Regulations, the
          Registration Statement, and any amendment or supplement thereto, did
          not and does not include any untrue statement of a material fact or
          omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading, the
          Prospectus, and any amendment or supplement thereto, did not and does
          not include any untrue statement of a material fact or omit to state a
          material fact necessary to make the statements therein, in the light
          of the circumstances under which they were made, not misleading, and,
          since the effective date of the Registration Statement, there has
          occurred no event required to be set forth in an amended or
          supplemented Prospectus which has not been so set forth; and

                         (iv)      Subsequent to the respective dates as of
          which information is given in the Registration Statement and
          Prospectus, there has not been (a) any material adverse change in the
          condition (financial or otherwise), earnings, operations, business or
          business prospects of the Company, (b) any transaction that is
          material to the Company, except transactions entered into in the
          ordinary course of business, (c) any obligation, direct or contingent,
          that is material to the Company, incurred by the Company, except
          obligations incurred in the ordinary course of business, (d) any
          change in the capital stock or outstanding indebtedness of the Company
          that is material to the Company, (e) any dividend or distribution of
          any kind declared, paid or made on the capital stock of the Company,
          or (f) any loss or damage (whether or not insured) to the property of
          the Company which has been sustained or will have been sustained which
          has a material adverse effect on the condition (financial or
          otherwise), earnings, operations, business or business prospects of
          the Company.

               (h)  You shall be satisfied that, and you shall have received a
certificate, dated the Closing Date, or any later date on which Option Shares
are to be purchased, as the case may be, from the Attorneys for the Selling
Shareholder to the effect that, as of the Closing Date, or any later date on
which Option Shares are to be purchased, as the case may be, they have not been
informed that:


                                      -26-
<PAGE>

                         (i)       The representations and warranties made by
          such Selling Shareholder herein are not true or correct in any
          material respect on the Closing Date or on any later date on which
          Option Shares are to be purchased, as the case may be; or

                         (ii)      Such Selling Shareholder has not complied
          with any obligation or satisfied any condition which is required to be
          performed or satisfied on the part of such Selling Shareholder at or
          prior to the Closing Date or any later date on which Option Shares are
          to be purchased, as the case may be.

               (i)  The Company shall have obtained and delivered to you an 
agreement from each officer and director of the Company, the Selling 
Shareholder and each beneficial owner of Common Stock in writing prior to the 
date hereof that such person will not, during the Lock-up Period, effect the 
Disposition of any Securities now owned or hereafter acquired directly by 
such person or with respect to which such person has or hereafter acquires 
the power of disposition, otherwise than (i) as a bona fide gift or gifts, 
provided the donee or donees thereof agree in writing to be bound by this 
restriction, (ii) as a distribution to partners or shareholders of such 
person, provided that the distributees thereof agree in writing to be bound 
by the terms of this restriction, or (iii) with the prior written consent of 
BancAmerica Robertson Stephens.  The foregoing restriction shall have been 
expressly agreed to preclude the holder of the Securities from engaging in 
any hedging or other transaction which is designed to or reasonably expected 
to lead to or result in a Disposition of Securities during the Lock-up 
Period, even if such Securities would be disposed of by someone other than 
the such holder.  Such prohibited hedging or other transactions would 
include, without limitation, any short sale (whether or not against the box) 
or any purchase, sale or grant of any right (including, without limitation, 
any put or call option) with respect to any Securities or with respect to any 
security (other than a broad-based market basket or index) that includes, 
relates to or derives any significant part of its value from the Securities. 
Furthermore, such person will have also agreed and consented to the entry of 
stop transfer instructions with the Company's transfer agent against the 
transfer of the Securities held by such person except in compliance with this 
restriction.

               (j)  The Company and the Selling Shareholder shall have 
furnished to you such further certificates and documents as you shall 
reasonably request (including certificates of officers of the Company or the 
Selling Shareholder) as to the accuracy of the representations and warranties 
of the Company and the Selling Shareholder herein, as to the performance by 
the Company and the Selling Shareholder of their respective obligations 
hereunder and as to the other conditions concurrent and precedent to the 
obligations of the Underwriters hereunder.

               All such opinions, certificates, letters and documents will be 
in compliance with the provisions hereof only if they are reasonably 
satisfactory to Underwriters' Counsel.  The Company and the Selling 
Shareholder will furnish you with such number of conformed copies of such 
opinions, certificates, letters and documents as you shall reasonably request.



                                      -27-
<PAGE>

     7.   OPTION SHARES.

               (a)  On the basis of the representations, warranties and 
agreements herein contained, but subject to the terms and conditions herein 
set forth, the Selling Shareholder hereby grants to the several Underwriters, 
for the purpose of covering over-allotments in connection with the 
distribution and sale of the Firm Shares only, a nontransferable option to 
purchase up to an aggregate of 375,000 Option Shares at the purchase price 
per share for the Firm Shares set forth in Section 3 hereof.  Such option may 
be exercised by the Representatives on behalf of the several Underwriters on 
one (1) or more occasions in whole or in part during the period of thirty 
(30) days after the date on which the Firm Shares are initially offered to 
the public, by giving written notice to the Selling Shareholder.  The number 
of Option Shares to be purchased by each Underwriter upon the exercise of 
such option shall be the same proportion of the total number of Option Shares 
to be purchased by the several Underwriters pursuant to the exercise of such 
option as the number of Firm Shares purchased by such Underwriter (set forth 
in Schedule A hereto) bears to the total number of Firm Shares purchased by 
the several Underwriters (set forth in Schedule A hereto), adjusted by the 
Representatives in such manner as to avoid fractional shares.

               Delivery of definitive certificates for the Option Shares to 
be purchased by the several Underwriters pursuant to the exercise of the 
option granted by this Section 7 shall be made against receipt of a wire 
transfer reference number issued by the Federal Reserve System evidencing 
payment of the purchase price therefor by the several Underwriters by wire 
transfer of immediately available funds to an account specified in writing by 
the Selling Shareholder.  Such delivery and payment shall take place at the 
offices of Gray Cary Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo Alto, 
California or at such other place as may be agreed upon among the 
Representatives and the Selling Shareholder (i) on the Closing Date, if 
written notice of the exercise of such option is received by the Selling 
Shareholder at least two (2) full business days prior to the Closing Date, or 
(ii) on a date which shall not be later than the third (3rd) full business 
day following the date the Selling Shareholder receives written notice of the 
exercise of such option, if such notice is received by the Company less than 
two (2) full business days prior to the Closing Date.

               The certificates for the Option Shares to be so delivered will 
be made available to you at such office or such other location including, 
without limitation, in New York City, as you may reasonably request for 
checking at least one (1) full business day prior to the date of payment and 
delivery and will be in such names and denominations as you may request, such 
request to be made at least two (2) full business days prior to such date of 
payment and delivery.  If the Representatives so elect, delivery of the 
Option Shares may be made by credit through full fast transfer to the 
accounts at The Depository Trust Company designated by the Representatives.

               It is understood that you, individually, and not as the 
Representatives of the several Underwriters, may (but shall not be obligated 
to) make payment of the purchase price on behalf of any Underwriter or 
Underwriters whose check or checks shall not have been received by you prior 
to the date of payment and delivery for the Option Shares to be purchased by 
such Underwriter or Underwriters.  Any such payment by you shall not relieve 
any such Underwriter or Underwriters of any of its or their obligations 
hereunder.



                                      -28-
<PAGE>

               (b)  Upon exercise of any option provided for in Section 7(a) 
hereof, the obligations of the several Underwriters to purchase such Option 
Shares will be subject (as of the date hereof and as of the date of payment 
and delivery for such Option Shares) to the accuracy of and compliance with 
the representations, warranties and agreements of the Company and the Selling 
Shareholder herein, to the accuracy of the statements of the Company, the 
Selling Shareholder and officers of the Company made pursuant to the 
provisions hereof, to the performance by the Company and the Selling 
Shareholder of their respective obligations hereunder, to the conditions set 
forth in Section 6 hereof, and to the condition that all proceedings taken at 
or prior to the payment date in connection with the sale and transfer of such 
Option Shares shall be satisfactory in form and substance to you and to 
Underwriters' Counsel, and you shall have been furnished with all such 
documents, certificates and opinions as you may request in order to evidence 
the accuracy and completeness of any of the representations, warranties or 
statements, the performance of any of the covenants or agreements of the 
Company and the Selling Shareholder or the satisfaction of any of the 
conditions herein contained.

     8.   INDEMNIFICATION AND CONTRIBUTION.

               (a)  The Company and the Selling Shareholder, jointly and 
severally, agree to indemnify and hold harmless each Underwriter against any 
losses, claims, damages or liabilities, joint or several, to which such 
Underwriter may become subject (including, without limitation, in its 
capacity as an Underwriter or as a "qualified independent underwriter" within 
the meaning of Rule 2720 of the Conduct Rules of the NASD), under the Act, 
the Exchange Act or otherwise, specifically including, but not limited to, 
losses, claims, damages or liabilities (or actions in respect thereof) 
arising out of or based upon (i) any breach of any representation, warranty, 
agreement or covenant of the Company or Selling Shareholder herein contained, 
(ii) any untrue statement or alleged untrue statement of any material fact 
contained in the Registration Statement or any amendment or supplement 
thereto, or 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, or (iii) any untrue statement or alleged untrue statement of any 
material fact contained in any Preliminary Prospectus or the Prospectus or 
any amendment or supplement thereto, or the omission or alleged omission to 
state therein a 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, and agrees to reimburse each Underwriter for 
any legal or other expenses reasonably incurred by it in connection with 
investigating or defending any such loss, claim, damage, liability or action; 
PROVIDED, HOWEVER, that the Company and the Selling Shareholder shall not be 
liable in any such case to the extent that any such loss, claim, damage, 
liability or action arises out of or is based upon an untrue statement or 
alleged untrue statement or omission or alleged omission made in the 
Registration Statement, such Preliminary Prospectus or the Prospectus, or any 
such amendment or supplement thereto, in reliance upon, and in conformity 
with, written information relating to any Underwriter furnished to the 
Company by such Underwriter, directly or through you, specifically for use in 
the preparation thereof and, PROVIDED FURTHER, that the indemnity agreement 
provided in this Section 8(a) with respect to any Preliminary Prospectus 
shall not inure to the benefit of any Underwriter from whom the person 
asserting any losses, claims, damages, liabilities or actions based upon any 
untrue statement or alleged untrue statement of material fact or omission or 
alleged 


                                      -29-
<PAGE>

omission to state therein a material fact purchased Shares, if a copy of the 
Prospectus in which such untrue statement or alleged untrue statement or 
omission or alleged omission was corrected had not been sent or given to such 
person within the time required by the Act and the Rules and Regulations, 
unless such failure is the result of noncompliance by the Company with 
Section 4(d) hereof.

               The indemnity agreement in this Section 8(a) shall extend upon 
the same terms and conditions to, and shall inure to the benefit of, each 
person, if any, who controls any Underwriter within the meaning of the Act or 
the Exchange Act.  This indemnity agreement shall be in addition to any 
liabilities which the Company may otherwise have.

               (b)  Each Underwriter, severally and not jointly, agrees to 
indemnify and hold harmless the Company and the Selling Shareholder against 
any losses, claims, damages or liabilities, joint or several, to which the 
Company or the Selling Shareholder may become subject under the Act or 
otherwise, specifically including, but not limited to, losses, claims, 
damages or liabilities (or actions in respect thereof) arising out of or 
based upon (i) any breach of any representation, warranty, agreement or 
covenant of such Underwriter herein contained, (ii) any untrue statement or 
alleged untrue statement of any material fact contained in the Registration 
Statement or any amendment or supplement thereto, or 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, or (iii) any untrue 
statement or alleged untrue statement of any material fact contained in any 
Preliminary Prospectus or the Prospectus or any amendment or supplement 
thereto, or the omission or alleged omission to state therein a material fact 
necessary to make the statements therein, in the light of the circumstances 
under which they were made, not misleading, in the case of subparagraphs (ii) 
and (iii) of this Section 8(b) 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, directly or through you, 
specifically for use in the preparation thereof, and agrees to reimburse the 
Company and the Selling Shareholder for any legal or other expenses 
reasonably incurred by the Company and the Selling Shareholder in connection 
with investigating or defending any such loss, claim, damage, liability or 
action.

          The indemnity agreement in this Section 8(b) shall extend upon the 
same terms and conditions to, and shall inure to the benefit of, each officer 
of the Company who signed the Registration Statement and each director of the 
Company, the Selling Shareholder and each person, if any, who controls the 
Company within the meaning of the Act or the Exchange Act.  This indemnity 
agreement shall be in addition to any liabilities which each Underwriter may 
otherwise have.

               (c)  Promptly after receipt by an indemnified party under this 
Section 8 of notice of the commencement of any action, such indemnified party 
shall, if a claim in respect thereof is to be made against any indemnifying 
party under this Section 8, notify the indemnifying party in writing 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 this Section 8.  In case any such action is 
brought against any indemnified party, and it notified the 


                                      -30-
<PAGE>

indemnifying party of the commencement thereof, the indemnifying party will 
be entitled to participate therein and, to the extent that it shall 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 reasonably satisfactory to such indemnified party; 
PROVIDED, HOWEVER, that if the defendants in any such action include both the 
indemnified party and the indemnifying party and the indemnified party shall 
have reasonably concluded that there may be legal defenses available to it 
and/or other indemnified parties which are different from or additional to 
those available to the indemnifying party, the indemnified party or parties 
shall have the right to select separate counsel to assume such legal defenses 
and to otherwise participate in the defense of such action on behalf of such 
indemnified party or parties.  Upon receipt of notice from the indemnifying 
party to such indemnified party of the indemnifying party's election so to 
assume the defense of such action and approval by the indemnified party of 
counsel, the indemnifying party will not be liable to such indemnified party 
under this Section 8 for any legal or other expenses subsequently incurred by 
such indemnified party in connection with the defense thereof unless (i) the 
indemnified party shall have employed separate counsel in accordance with the 
proviso to the next preceding sentence (it being understood, however, that 
the indemnifying party shall not be liable for the expenses of more than one 
separate counsel (together with appropriate local counsel) approved by the 
indemnifying party representing all the indemnified parties under Section 
8(a) or 8(b) hereof who are parties to such action), (ii) the indemnifying 
party shall not have employed counsel satisfactory to the indemnified party 
to represent the indemnified party within a reasonable time after notice of 
commencement of the action or (iii) the indemnifying party has authorized the 
employment of counsel for the indemnified party at the expense of the 
indemnifying party.  In no event shall any indemnifying party be liable in 
respect of any amounts paid in settlement of any action unless the 
indemnifying party shall have approved the terms of such settlement; PROVIDED 
that such consent shall not be unreasonably withheld.  No indemnifying party 
shall, without the prior written consent of the indemnified party, effect any 
settlement of any pending or threatened proceeding in respect of which any 
indemnified party is or could have been a party and indemnification could 
have been sought hereunder by such indemnified party, unless such settlement 
includes an unconditional release of such indemnified party from all 
liability on all claims that are the subject matter of such proceeding.

               (d)  In order to provide for just and equitable contribution 
in any action in which a claim for indemnification is made pursuant to this 
Section 8 but it is judicially determined (by the entry of a final judgment 
or decree by a court of competent jurisdiction and the expiration of time to 
appeal or the denial of the last right of appeal) that such indemnification 
may not be enforced in such case notwithstanding the fact that this Section 8 
provides for indemnification in such case, all the parties hereto shall 
contribute to the aggregate losses, claims, damages or liabilities to which 
they may be subject (after contribution from others) in such proportion so 
that, except as set forth in Section 8(e) hereof, the Underwriters severally 
and not jointly are responsible pro rata for the portion represented by the 
percentage that the underwriting discount bears to the initial public 
offering price, and the Company and the Selling Shareholder are responsible 
for the remaining portion, PROVIDED, HOWEVER, that (i) no Underwriter shall 
be required to contribute any amount in excess of the amount by which the 
underwriting discount applicable to the Shares purchased by such Underwriter 
exceeds the amount of damages which such Underwriter has been otherwise  
required

                                      -31-
<PAGE>

to pay and (ii) no person guilty of a fraudulent misrepresentation (within 
the meaning of Section 11(f) of the Act) shall be entitled to contribution 
from any person who is not guilty of such fraudulent misrepresentation.  The 
contribution agreement in this Section 8(d) shall extend upon the same terms 
and conditions to, and shall inure to the benefit of, each person, if any, 
who controls any Underwriter, the Company within the meaning of the Act or 
the Exchange Act and each officer of the Company who signed the Registration 
Statement and each director of the Company.

               (e)  The liability of the Selling Shareholder under the 
representations, warranties and agreements contained herein and under the 
indemnity agreements contained in the provisions of this Section 8 shall be 
limited to an amount equal to the initial public offering price of the 
Selling Shareholder Shares and Option Shares sold by the Selling Shareholder 
to the Underwriters minus the amount of the underwriting discount paid 
thereon to the Underwriters by the Selling Shareholder.  The Company and the 
Selling Shareholder may agree, as among themselves and without limiting the 
rights of the Underwriters under this Agreement, as to the respective amounts 
of such liability for which they each shall be responsible.

               (f)  The parties to this Agreement hereby acknowledge that 
they are sophisticated business persons who were represented by counsel 
during the negotiations regarding the provisions hereof including, without 
limitation, the provisions of this Section 8, and are fully informed 
regarding said provisions. They further acknowledge that the provisions of 
this Section 8 fairly allocate the risks in light of the ability of the 
parties to investigate the Company and its business in order to assure that 
adequate disclosure is made in the Registration Statement and Prospectus as 
required by the Act and the Exchange Act.

     9.   REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS TO SURVIVE 
DELIVERY.  All representations, warranties, covenants and agreements of the 
Company, the Selling Shareholder and the Underwriters herein or in 
certificates delivered pursuant hereto, and the indemnity and contribution 
agreements contained in Section 8 hereof shall remain operative and in full 
force and effect regardless of any investigation made by or on behalf of any 
Underwriter or any person controlling any Underwriter within the meaning of 
the Act or the Exchange Act, or by or on behalf of the Company or any Selling 
Shareholder, or any of their officers, directors or controlling persons 
within the meaning of the Act or the Exchange Act, and shall survive the 
delivery of the Shares to the several Underwriters hereunder or termination 
of this Agreement.

     10.  SUBSTITUTION OF UNDERWRITERS.  If any Underwriter or Underwriters 
shall fail to take up and pay for the number of Firm Shares agreed by such 
Underwriter or Underwriters to be purchased hereunder upon tender of such 
Firm Shares in accordance with the terms hereof, and if the aggregate number 
of Firm Shares which such defaulting Underwriter or Underwriters so agreed 
but failed to purchase does not exceed 10% of the Firm Shares, the remaining 
Underwriters shall be obligated, severally in proportion to their respective 
commitments hereunder, to take up and pay for the Firm Shares of such 
defaulting Underwriter or Underwriters.

          If any Underwriter or Underwriters so defaults and the aggregate 
number of Firm Shares which such defaulting Underwriter or Underwriters 
agreed but failed to take up and pay for 


                                      -32-
<PAGE>

exceeds 10% of the Firm Shares, the remaining Underwriters shall have the 
right, but shall not be obligated, to take up and pay for (in such 
proportions as may be agreed upon among them) the Firm Shares which the 
defaulting Underwriter or Underwriters so agreed but failed to purchase.  If 
such remaining Underwriters do not, at the Closing Date, take up and pay for 
the Firm Shares which the defaulting Underwriter or Underwriters so agreed 
but failed to purchase, the Closing Date shall be postponed for twenty-four 
(24) hours to allow the several Underwriters the privilege of substituting 
within twenty-four (24) hours (including non-business hours) another 
underwriter or underwriters (which may include any nondefaulting Underwriter) 
satisfactory to the Company.  If no such underwriter or underwriters shall 
have been substituted as aforesaid by such postponed Closing Date, the 
Closing Date may, at the option of the Company, be postponed for a further 
twenty-four (24) hours, if necessary, to allow the Company the privilege of 
finding another underwriter or underwriters, satisfactory to you, to purchase 
the Firm Shares which the defaulting Underwriter or Underwriters so agreed 
but failed to purchase.  If it shall be arranged for the remaining 
Underwriters or substituted underwriter or underwriters to take up the Firm 
Shares of the defaulting Underwriter or Underwriters as provided in this 
Section 10, (i) the Company shall have the right to postpone the time of 
delivery for a period of not more than seven (7) full 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 or arrangements, and 
the Company agrees promptly to file any amendments to the Registration 
Statement, supplements to the Prospectus or other such documents which may 
thereby be made necessary, and (ii) the respective number of Firm Shares to 
be purchased by the remaining Underwriters and substituted underwriter or 
underwriters shall be taken as the basis of their underwriting obligation.  
If the remaining Underwriters shall not take up and pay for all such Firm 
Shares so agreed to be purchased by the defaulting Underwriter or 
Underwriters or substitute another underwriter or underwriters as aforesaid 
and the Company shall not find or shall not elect to seek another underwriter 
or underwriters for such Firm Shares as aforesaid, then this Agreement shall 
terminate.

          In the event of any termination of this Agreement pursuant to the 
preceding paragraph of this Section 10, neither the Company nor the Selling 
Shareholder shall not be liable to any Underwriter (except as provided in 
Sections 5 and 8 hereof) nor shall any Underwriter (other than an Underwriter 
who shall have failed, otherwise than for some reason permitted under this 
Agreement, to purchase the number of Firm Shares agreed by such Underwriter 
to be purchased hereunder, which Underwriter shall remain liable to the 
Company, the Selling Shareholder and the other Underwriters for damages, if 
any, resulting from such default) be liable to the Company or the Selling 
Shareholder (except to the extent provided in Sections 5 and 8 hereof).

          The term "Underwriter" in this Agreement shall include any person 
substituted for an Underwriter under this Section 10.

     11.  EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION.

               (a)  This Agreement shall become effective at the earlier of 
(i) 6:30 A.M., San Francisco time, on the first full business day following 
the effective date of the Registration Statement, or (ii) the time of the 
initial public offering of any of the Shares by the Underwriters after 


                                      -33-
<PAGE>

the Registration Statement becomes effective.  The time of the initial public 
offering shall mean the time of the release by you, for publication, of the 
first newspaper advertisement relating to the Shares, or the time at which 
the Shares are first generally offered by the Underwriters to the public by 
letter, telephone, telegram or telecopy, whichever shall first occur.  By 
giving notice as set forth in Section 12 before the time this Agreement 
becomes effective, you, as Representatives of the several Underwriters, or 
the Company, may prevent this Agreement from becoming effective without 
liability of any party to any other party, except as provided in Sections 
4(i), 5 and 8 hereof.

               (b)  You, as Representatives of the several Underwriters, 
shall have the right to terminate this Agreement by giving notice as 
hereinafter specified at any time on or prior to the Closing Date or on or 
prior to any later date on which Option Shares are to be purchased, as the 
case may be, (i) if the Company or the Selling Shareholder shall have failed, 
refused or been unable to perform any agreement on its part to be performed, 
or because any other condition of the Underwriters' obligations hereunder 
required to be fulfilled is not fulfilled, including, without limitation, any 
change in the condition (financial or otherwise), earnings, operations, 
business or business prospects of the Company and its subsidiaries considered 
as one enterprise from that set forth in the Registration Statement or 
Prospectus, which, in your sole judgment, is material and adverse, or (ii) if 
additional material governmental restrictions, not in force and effect on the 
date hereof, shall have been imposed upon trading in securities generally or 
minimum or maximum prices shall have been generally established on the New 
York Stock Exchange or on the American Stock Exchange or in the over the 
counter market by the NASD, or trading in securities generally shall have 
been suspended on either such exchange or in the over the counter market by 
the NASD, or if a banking moratorium shall have been declared by federal, New 
York or California authorities, or (iii) if the Company or any of its 
subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, 
accident or other calamity of such character as to interfere materially with 
the conduct of the business and operations of the Company regardless of 
whether or not such loss shall have been insured, or (iv) if there shall have 
been a material adverse change in the general political or economic 
conditions or financial markets as in your reasonable judgment makes it 
inadvisable or impracticable to proceed with the offering, sale and delivery 
of the Shares, or (v) if there shall have been an outbreak or escalation of 
hostilities or of any other insurrection or armed conflict or the declaration 
by the United States of a national emergency which, in the reasonable opinion 
of the Representatives, makes it impracticable or inadvisable to proceed with 
the public offering of the Shares as contemplated by the Prospectus.  In the 
event of termination pursuant to subparagraph (i) above, the Company and the 
Selling Shareholder shall remain obligated to pay costs and expenses pursuant 
to Sections 4(i), 5 and 8 hereof.  Any termination pursuant to any of 
subparagraphs (ii) through (v) above shall be without liability of any party 
to any other party except as provided in Sections 5 and 8 hereof.

          If you elect to prevent this Agreement from becoming effective or 
to terminate this Agreement as provided in this Section 11, you shall 
promptly notify the Company by telephone, telecopy or telegram, in each case 
confirmed by letter.  If the Company shall elect to prevent this Agreement 
from becoming effective, the Company shall promptly notify you by telephone, 
telecopy or telegram, in each case, confirmed by letter.



                                      -34-
<PAGE>

     12.  NOTICES.  All notices or communications hereunder, except as herein 
otherwise specifically provided, shall be in writing and if sent to you shall 
be mailed, delivered, telegraphed (and confirmed by letter) or telecopied 
(and confirmed by letter) to you c/o BancAmerica Robertson Stephens, 555 
California Street, Suite 2600, San Francisco, California 94104, telecopier 
number (415) 781-0278, Attention:  General Counsel; if sent to the Company, 
such notice shall be mailed, delivered, telegraphed (and confirmed by letter) 
or telecopied (and confirmed by letter) to 380 Valley Drive, Brisbane, 
California  94005, telecopier number (415)715-3939, Attention: Chief 
Financial Officer, Chief Executive Officer.

     13.  PARTIES.  This Agreement shall inure to the benefit of and be 
binding upon the several Underwriters and the Company and the Selling 
Shareholder and their respective executors, administrators, successors and 
assigns.  Nothing expressed or mentioned in this Agreement is intended or 
shall be construed to give any person or entity, other than the parties 
hereto and their respective executors, administrators, successors and 
assigns, and the controlling persons within the meaning of the Act or the 
Exchange Act, officers and directors referred to in Section 8 hereof, any 
legal or equitable right, remedy or claim in respect of this Agreement or any 
provisions herein contained, this Agreement and all conditions and provisions 
hereof being intended to be and being for the sole and exclusive benefit of 
the parties hereto and their respective executors, administrators, successors 
and assigns and said controlling persons and said officers and directors, and 
for the benefit of no other person or entity.  No purchaser of any of the 
Shares from any Underwriter shall be construed a successor or assign by 
reason merely of such purchase.

          In all dealings with the Company and the Selling Shareholder under 
this Agreement, you shall act on behalf of each of the several Underwriters, 
and the Company and the Selling Shareholder shall be entitled to act and rely 
upon any statement, request, notice or agreement made or given by you jointly 
or by BancAmerica Robertson Stephens on behalf of you.

     14.  APPLICABLE LAW.  This Agreement shall be governed by, and construed 
in accordance with, the laws of the State of California.

     15.  COUNTERPARTS.  This Agreement may be signed in several 
counterparts, each of which will constitute an original.



                                      -35-
<PAGE>

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

                                       Very truly yours,

                                       BEBE STORES, INC.


                                       By
                                         -------------------------------------

                                       Selling Shareholder


                                       By      
                                         -------------------------------------
                                          Attorney-in-Fact for the Selling 
                                          Shareholder named in Schedule B hereto


Accepted as of the date first above written:

BANCAMERICA ROBERTSON STEPHENS
BEAR, STEARNS & CO. INC.


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


By  BANCAMERICA ROBERTSON STEPHENS



By        
   --------------------------------
           Authorized Signatory


                                      -36-
<PAGE>

                                      SCHEDULE A

<TABLE>
<CAPTION>

                                                        Number of
                                                       Firm Shares
                                                          To Be
        Underwriters                                    Purchased
   ----------------------                              -----------
<S>                                                    <C>
BancAmerica Robertson Stephens  . . . . . . . . . . . 
                                                      
Bear, Stearns & Co. Inc.  . . . . . . . . . . . . . . 
                                                      
[NAMES OF OTHER UNDERWRITERS]

</TABLE>



                                                       -----------
     Total  . . . . . . . . . . . . . . . . . . . . .   2,500,000
                                                       -----------
                                                       -----------



                                      -1-
<PAGE>

                                      SCHEDULE B

<TABLE>
<CAPTION>

                                                        Number of
                                                         Company
                                                        Shares To
          Company                                        Be Sold
     -----------------                                  ---------
<S>                                                   <C>
bebe stores, inc. . . . . . . . . . . . . . . . . .     1,250,000
                                                     ---------------
                                                     ---------------

</TABLE>

<TABLE>
<CAPTION>

                                                        Number of
                                                         Selling
                                                       Shareholder
                                                         Shares
   Name of Selling Shareholder                          To Be Sold
 -------------------------------                       -----------
<S>                                                   <C>
Manny Mashouf . . . . . . . . . . . . . . . . . . . .   1,250,000
                                                     ---------------
                                                     ---------------
</TABLE>


                                     -1-
