{"id":43968,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-mining-co-inc-bear-stearns-amp-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-mining-co-inc-bear-stearns-amp-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-mining-co-inc-bear-stearns-amp-co.html","title":{"rendered":"Underwriting Agreement &#8211; Mining Co. Inc., Bear Stearns &#038; Co. Inc."},"content":{"rendered":"<pre>\n\n\n                          _______Shares of Common Stock\n\n                               MININGCO.COM, INC.\n\n                             UNDERWRITING AGREEMENT\n\n\n                                             _________  __, 1999\nBEAR, STEARNS &amp; CO. INC.\nVolpe Brown Whelan &amp; Company, LLC\nWit Capital Corporation, as e-Manager\nas Representatives of the\nseveral Underwriters named in\nSchedule I attached hereto\nc\/o Bear, Stearns &amp; Co. Inc.\n245 Park Avenue\nNew York, New York 10167\n\nDear Sirs:\n\n            MiningCo.com, Inc., a corporation organized and existing under the\nlaws of the State of Delaware (the 'Company'), proposes, subject to the terms\nand conditions stated herein, to issue and sell to the several underwriters\nnamed in Schedule I hereto (the 'Underwriters') an aggregate of 3,000,000 shares\n(the 'Firm Shares') of its common stock, par value $.001 per share (the 'Common\nStock'), and, for the sole purpose of covering over-allotments in connection\nwith the sale of the Firm Shares, at the option of the Underwriters, up to an\nadditional 450,000 shares (the 'Additional Shares') of Common Stock. The Firm\nShares and any Additional Shares purchased by the Underwriters are referred to\nherein as the 'Offered Shares.' The Company also proposes to issue and sell\n[206,783] shares of Common Stock (the 'Comcast Shares') to Comcast Interactive\nInvestments, Inc. ('Comcast') pursuant to a Common Stock Purchase Agreement\ndated as of February 23, 1999 (the 'Comcast Purchase Agreement'), between the\nCompany and Comcast. The Offered Shares and the Comcast Shares are collectively\nreferred to herein as the 'Shares.' The Shares are more fully described in the\nRegistration Statement referred to below.\n\n      1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents\nand warrants to, and agrees with, the Underwriters that:\n\n            (a) The Company has filed with the Securities and Exchange\n      Commission (the 'Commission') a registration statement on Form S-1 (No.\n      333-69881), and may have filed an amendment or amendments thereto, for the\n      registration of the Offered Shares under the Securities Act of 1933, as\n      amended (the 'Act'). Such registration statement, including the\n      prospectus, financial statements and schedules, exhibits and all other\n      documents filed as a part thereof, as amended at the time of effectiveness\n      of the registration statement, including any information deemed to be a\n      part thereof as of the time of effectiveness pursuant to paragraph (b) of\n      Rule 430A or Rule 434 of the Rules \n\n\n\n\n      and Regulations of the Commission under the Act (the 'Regulations'), is\n      herein called the 'Registration Statement' and the prospectus, in the form\n      first filed with the Commission pursuant to Rule 424(b) of the Regulations\n      or filed as part of the Registration Statement at the time of\n      effectiveness if no Rule 424(b) or Rule 434 filing is required, is herein\n      called the 'Prospectus.' The term 'preliminary prospectus' as used herein\n      means a preliminary prospectus as described in Rule 430 of the\n      Regulations.\n\n            (b) At the time of the effectiveness of the Registration Statement\n      or the effectiveness of any post-effective amendment to the Registration\n      Statement, when the Prospectus is first filed with the Commission pursuant\n      to Rule 424(b) or Rule 434 of the Regulations, when any supplement to or\n      amendment of the Prospectus is filed with the Commission and at the\n      Closing Date and the Additional Closing Date, if any (as hereinafter\n      respectively defined), the Registration Statement and the Prospectus and\n      any amendments thereof and supplements thereto complied or will comply in\n      all material respects with the applicable provisions of the Act and the\n      Regulations and does not or will not contain an untrue statement of a\n      material fact and does not or will not omit to state any material fact\n      required to be stated therein or necessary in order to make the statements\n      therein (i) in the case of the Registration Statement, not misleading and\n      (ii) in the case of the Prospectus, in light of the circumstances under\n      which they were made, not misleading. When the preliminary prospectus\n      dated March 3, 1999 relating to the Offered Shares was first filed with\n      the Commission (whether filed as part of the registration statement for\n      the registration of the Offered Shares or any amendment thereto or\n      pursuant to Rule 424(a) of the Regulations) and when any amendment thereof\n      or supplement thereto was first filed with the Commission, such\n      preliminary prospectus and any amendments thereof and supplements thereto\n      complied in all material respects with the applicable provisions of the\n      Act and the Regulations and did not contain an untrue statement of a\n      material fact and did not omit to state any material fact required to be\n      stated therein or necessary in order to make the statements therein in\n      light of the circumstances under which they were made not misleading. No\n      representation and warranty is made in this subsection (b), however, with\n      respect to any information contained in or omitted from the Registration\n      Statement or the Prospectus or any related preliminary prospectus or any\n      amendment thereof or supplement thereto in reliance upon and in conformity\n      with information furnished in writing to the Company by or on behalf of\n      any Underwriter through the Representatives as herein stated expressly for\n      use in connection with the preparation thereof. If Rule 434 is used, the\n      Company will comply with the requirements of Rule 434.\n\n            (c) KPMG LLP, who have certified the financial statements and\n      supporting schedules included in the Registration Statement, are\n      independent public accountants as required by the Act and the Regulations.\n\n            (d) Subsequent to the respective dates as of which information is\n      given in the Registration Statement and the Prospectus, except as set\n      forth in the Registration Statement and the Prospectus, there has been no\n      material adverse change or any development involving a prospective\n      material adverse change in the business, prospects, properties,\n      operations, condition (financial or other) or results of operations of the\n      Company, whether or not arising from transactions in the ordinary course\n      of business, \n\n\n                                       2\n\n\n\n      and since the date of the latest balance sheet presented in the\n      Registration Statement and the Prospectus, the Company has not incurred or\n      undertaken any liabilities or obligations, direct or contingent, whether\n      or not arising from transactions in the ordinary course of business, which\n      are material to the Company, except for liabilities or obligations that\n      are reflected in the Registration Statement and the Prospectus.\n\n            (e) This Agreement, the Comcast Purchase Agreement and the\n      transactions contemplated herein and therein have been duly and validly\n      authorized by the Company and this Agreement and the Comcast Purchase\n      Agreement have been duly and validly executed and delivered by the\n      Company.\n\n            (f) The Company is not in violation of its certificate of\n      incorporation or by-laws (or other organizational documents) or in default\n      in the performance of any obligation, agreement or condition contained in\n      any agreement, instrument, franchise, license, permit, judgment, order or\n      decree to which the Company is a party or by which it or any of its\n      properties or assets is bound, which default would have a material adverse\n      effect on the Company's business, prospects, properties, operations,\n      condition (financial or other) or results of operations (a 'Material\n      Adverse Effect').\n\n            (g) The execution, delivery and performance of this Agreement and\n      the Comcast Purchase Agreement and the consummation of the transactions\n      contemplated hereby and thereby do not and will not (i) conflict with or\n      result in a breach of any of the terms and provisions of, or constitute a\n      default (or an event which with notice or lapse of time, or both, would\n      constitute a default) under, or result in the creation or imposition of\n      any lien, charge or encumbrance upon any property or assets of the Company\n      pursuant to, any material agreement, instrument, franchise, license or\n      permit to which the Company is a party or by which any of its properties\n      or assets may be bound or (ii) violate or conflict with any provision of\n      applicable law or the certificate of incorporation or by-laws (or other\n      organizational documents) of the Company or (iii) violate or conflict with\n      any judgment, decree, order, statute, rule or regulation of any court or\n      any public, governmental or regulatory agency or body having jurisdiction\n      over the Company or any of its properties or assets, which violation or\n      conflict would have a Material Adverse Effect. No consent, approval,\n      authorization, order, registration, filing, qualification, license or\n      permit of or with any court or any public, governmental or regulatory\n      agency or body having jurisdiction over the Company or any of its\n      properties or assets is required for the execution, delivery and\n      performance of this Agreement or the Comcast Purchase Agreement or the\n      consummation of the transactions contemplated hereby and thereby,\n      including the issuance, sale and delivery of the Shares to be issued, sold\n      and delivered by the Company hereunder and thereunder, except the\n      registration under the Act of the Offered Shares and such consents,\n      approvals, authorizations, orders, registrations, filings, qualifications,\n      licenses and permits as may be required under state securities or Blue Sky\n      laws in connection with the purchase and distribution of the Offered\n      Shares by the Underwriters. The issuance and sale of the Comcast Shares\n      pursuant to the Comcast Purchase Agreement is exempt from the registration\n      requirements of the Act by virtue of Section 4(2) of the Act.\n\n\n                                       3\n\n\n\n            (h) All of the outstanding shares of Common Stock are duly and\n      validly authorized and issued, fully paid and nonassessable and were not\n      issued and are not now in violation of or subject to any preemptive\n      rights. The Shares, when issued, delivered and sold in accordance with\n      this Agreement or the Comcast Purchase Agreement, as the case may be, will\n      be duly and validly issued and outstanding, fully paid and nonassessable,\n      and will not have been issued in violation of or be subject to any\n      preemptive rights. The Company had, at December 31, 1998, an authorized\n      and outstanding capitalization as set forth in the Registration Statement\n      and the Prospectus. The Common Stock, the Firm Shares, the Additional\n      Shares and the Comcast Shares conform to the descriptions thereof\n      contained in the Registration Statement and the Prospectus.\n\n            (i) The Company does not own, directly or indirectly, any stock,\n      partnership interest or joint venture interest in, or any security issued\n      by, any other entity.\n\n            (j) Each promissory note issued by the Company that was convertible\n      into preferred stock of the Company has, prior to the date hereof, been\n      converted into such preferred stock. All of the outstanding Series A,\n      Series B and Series C Convertible Preferred Stock (collectively, the\n      'Preferred Stock') of the Company has been duly and validly authorized and\n      is validly issued and outstanding, fully paid and nonassessable and was\n      not issued in violation of any preemptive rights and the shares of Common\n      Stock issuable upon conversion thereof have been duly and validly\n      authorized and reserved for issuance upon such conversion and, upon\n      conversion of the Preferred Stock on the Closing Date, the shares of\n      Common Stock issuable upon such conversion will be validly issued and\n      outstanding, fully paid and nonassessable and will not have been issued in\n      violation of or be subject to any preemptive rights. All outstanding\n      warrants (the 'Warrants') to purchase Common Stock of the Company, have\n      been duly and validly authorized, executed and delivered by the Company\n      and constitute valid and binding obligations of the Company and the shares\n      of Common Stock issuable upon exercise of such Warrants have been duly and\n      validly authorized and reserved for issuance upon such exercise and, upon\n      payment of the exercise price thereof upon exercise of such Warrants, such\n      shares of Common Stock will be validly issued and outstanding, fully paid\n      and nonassessable and will not have been issued in violation of or be\n      subject to any preemptive rights. Except as described in or expressly\n      contemplated by the Registration Statement and the Prospectus, there are\n      no outstanding rights, warrants or options to acquire, or instruments\n      convertible into or exchangeable for, any shares of capital stock or other\n      equity interests in the Company or any of its subsidiaries, or any\n      contract, commitment, agreement, understanding or arrangement (including\n      without limitation preemptive rights) of any kind relating to the issuance\n      of any capital stock of the Company or any such subsidiary, or any such\n      convertible or exchangeable securities or any such rights, warrants or\n      options.\n\n            (k) The Company has been duly incorporated and is validly existing\n      as a corporation in good standing under the laws of the state of Delaware.\n      The Company is duly qualified and is in good standing as a foreign\n      corporation in each jurisdiction in which the character or location of its\n      properties (owned, leased or licensed) or the nature or conduct of its\n      business makes such qualification necessary, except for those failures to\n\n\n                                       4\n\n\n\n      be so qualified or in good standing which will not, individually or in the\n      aggregate, have a Material Adverse Effect. The Company has all requisite\n      corporate power and authority, and all necessary consents, approvals,\n      authorizations, orders, registrations, qualifications, licenses and\n      permits of and from all public, regulatory or governmental agencies and\n      bodies, to own, lease and operate its properties and conduct its business\n      as now being conducted and as described in the Registration Statement and\n      the Prospectus, except as would not result in a Material Adverse Effect,\n      and no such consent, approval, authorization, order, registration,\n      qualification, license or permit contains a materially burdensome\n      restriction not adequately disclosed in the Registration Statement and the\n      Prospectus.\n\n            (l) Except as described in the Prospectus, there is no litigation or\n      governmental proceeding to which the Company is a party or to which any\n      property of the Company is subject or which is pending or, to the\n      knowledge of the Company, contemplated against the Company which, if\n      determined adversely to the Company, might individually or in the\n      aggregate have a Material Adverse Effect, or which is required to be\n      disclosed in the Registration Statement and the Prospectus, and there are\n      no statutes, regulations, contracts or other documents that are required\n      to be described in the Registration Statement or the Prospectus or to be\n      filed as exhibits to the Registration Statement that are not described or\n      filed as required.\n\n            (m) The Company has not taken and will not take, directly or\n      indirectly, any action designed to cause or result in, or which\n      constitutes or which might reasonably be expected to constitute, the\n      stabilization or manipulation of the price of the shares of Common Stock\n      to facilitate the sale or resale of the Offered Shares.\n\n            (n) The financial statements, including the notes thereto, and\n      supporting schedules included in the Registration Statement and the\n      Prospectus present fairly the financial position of the Company as of the\n      dates indicated and the results of its operations and changes in cash\n      flows for the periods specified; except as otherwise stated in the\n      Registration Statement, said financial statements have been prepared in\n      conformity with generally accepted accounting principles applied on a\n      consistent basis; and the supporting schedules included in the\n      Registration Statement present fairly the information required to be\n      stated therein; and except as disclosed therein, the pro forma financial\n      information included in the Registration Statement and the Prospectus has\n      been prepared in accordance with the Commission's rules and guidelines\n      with respect to pro forma financial statements and the assumptions used in\n      the preparation thereof are, in the Company's opinion, reasonable; and the\n      other financial and statistical information and data included in the\n      Registration Statement and the Prospectus is, in all material respects,\n      accurately presented and prepared on a basis consistent with such\n      financial statements and the books and records of the Company.\n\n            (o) Except as described in the Prospectus, no holder of securities\n      of the Company has any rights to the registration of securities for sale\n      under the Securities Act of 1933, as amended, of the Company because of\n      the filing of the Registration Statement or otherwise in connection with\n      the sale of the Offered Shares.\n\n\n                                       5\n\n\n\n            (p) The Company is not, and upon consummation of the transactions\n      contemplated hereby and by the Comcast Purchase Agreement will not be,\n      subject to registration as an 'investment company' under the Investment\n      Company Act of 1940, as amended.\n\n            (q) The Shares have been approved for quotation subject to official\n      notice of issuance on the Nasdaq National Market System.\n\n            (r) No labor dispute with the employees of the Company exists or, to\n      the knowledge of the Company, is imminent.\n\n            (s) Except as described in the Prospectus, the Company owns,\n      possesses or can acquire on reasonable terms, adequate trademarks, trade\n      names, inventions, know-how (including trade secrets and other unpatented\n      and\/or unpatentable proprietary or confidential information, systems or\n      procedures), patents, copyrights, and other intellectual property\n      reasonably necessary to conduct the business now operated by it, or\n      presently employed by it, and has not received any notice of infringement\n      of or conflict with asserted rights of others with respect to any\n      intellectual property rights that, if determined adversely to the Company,\n      would individually or in the aggregate have a Material Adverse Effect.\n\n            (t) The Company (i) is in compliance with any and all applicable\n      foreign, federal, state and local laws and regulations relating to (A) the\n      protection of human health and safety and (B) the environment or hazardous\n      or toxic substances or wastes, pollutants or contaminants ('Environmental\n      Laws'), (ii) has received all permits, licenses or other approvals\n      required of it under applicable Environmental Laws to conduct its business\n      and (iii) is in compliance with all terms and conditions of any such\n      permit, license or approval, except where such noncompliance with\n      Environmental Laws, failure to receive required permits, licenses or other\n      approvals or failure to comply with the terms and conditions of such\n      permits, licenses or approvals would not, individually or in the\n      aggregate, have a Material Adverse Effect.\n\n            (u) There are no costs or liabilities associated with Environmental\n      Laws (including, without limitation, any capital or operating expenditures\n      required for clean-up, closure of properties or compliance with\n      Environmental Laws or any permit, license or approval, any related\n      constraints on operating activities and any potential liabilities to third\n      parties) which would, individually or in the aggregate, have a Material\n      Adverse Effect.\n\n            (v) The Company owns no real property and has good and marketable\n      title to all personal property owned by it which is material to the\n      business of the Company, in each case free and clear of all liens,\n      encumbrances and defects except such as are described in the Prospectus or\n      such as do not materially affect the value of such property and do not\n      materially interfere with the use made and proposed to be made of such\n      property by the Company; and any real property and buildings held under\n      lease by the Company are held by it under valid, subsisting and\n      enforceable leases with such exceptions as are not material and do not\n      materially interfere with the use made and proposed to be made of \n\n\n                                       6\n\n\n\n      such property and buildings by the Company, in each case except as\n      described in or contemplated by the Prospectus.\n\n            (w) The Company is insured by insurers of recognized financial\n      responsibility against such losses and risks and in such amounts as are\n      prudent and customary in the business in which it is engaged; the Company\n      has not been refused any insurance coverage sought or applied for; and the\n      Company does not have any reason to believe that it will not be able to\n      renew its existing insurance coverage as and when such coverage expires or\n      to obtain similar coverage from similar insurers as may be necessary to\n      continue its business at a cost that would not have a Material Adverse\n      Effect.\n\n            (x) The Company maintains a system of internal accounting controls\n      sufficient to provide reasonable assurance that (i) transactions are\n      executed in accordance with management's general or specific\n      authorizations; (ii) transactions are recorded as necessary to permit\n      preparation of financial statements in conformity with generally accepted\n      accounting principles and to maintain asset accountability; (iii) access\n      to assets is permitted only in accordance with management's general or\n      specific authorization; and (iv) the recorded accountability for assets is\n      compared with the existing assets at reasonable intervals and appropriate\n      action is taken with respect to any differences. (y) Except as described\n      in the Prospectus (exclusive of any amendments or supplements thereto\n      subsequent to the date of this Agreement), the Company has not sold,\n      issued or distributed any shares of Common Stock during the six-month\n      period preceding the date hereof, including any sales of Common Stock\n      pursuant to Rule 144A under, or Regulation D or S of, the Act, other than\n      shares of Common Stock issued pursuant to employee benefit plans,\n      qualified stock option plans or other employee compensation plans or\n      pursuant to outstanding options, rights or warrants.\n\n            (z) No relationship, direct or indirect, exists between or among the\n      Company on the one hand, and the directors, officers, stockholders,\n      customers, suppliers or providers of outsourced services of the Company on\n      the other hand, which is required by the Act to be described in the\n      Registration Statement and the Prospectus which is not so described.\n\n            (aa) The merger of General Internet, Inc, a New York corporation\n      ('General Internet'), with and into the Company (the 'Merger') has become\n      effective and the identity, existence, corporate organization, purposes,\n      powers, objects, franchises, privileges, rights, immunities, restrictions,\n      debts, liabilities and duties (the 'Corporate Rights') of General Internet\n      will continue in effect and be unimpaired by the Merger, and the Corporate\n      Rights of General Internet have been merged with and into the Company,\n      which is, as the surviving corporation, fully vested therewith. All\n      consents, approvals, orders and authorizations of, and all registrations,\n      declarations and filings with, all persons (governmental and private)\n      required to be obtained or made in connection with the consummation of the\n      Merger have been so obtained or made. The Merger qualifies as a\n      reorganization under the provisions of Section 368 of the Internal Revenue\n      Code of 1986, as amended.\n\n      2. PURCHASE, SALE AND DELIVERY OF THE OFFERED SHARES.\n\n\n                                       7\n\n\n\n            (a) On the basis of the representations, warranties, covenants and\n      agreements herein contained, but subject to the terms and conditions\n      herein set forth, the Company agrees to sell to the Underwriters and the\n      Underwriters, severally and not jointly, agree to purchase from the\n      Company, at a purchase price per share of $__________, the number of Firm\n      Shares set forth opposite the respective names of the Underwriters in\n      Schedule I hereto plus any additional number of Offered Shares which such\n      Underwriter may become obligated to purchase pursuant to the provisions of\n      Section 9 hereof.\n\n            (b) Payment of the purchase price for, and delivery of certificates\n      for, the Firm Shares shall be made at the offices of Brobeck, Phleger &amp; Harrison LLP, 1633 Broadway, 47th Floor, New York, New York 10019, or at\n      such other place as shall be agreed upon by the Representatives and the\n      Company, at 9:00 A.M. on the third or fourth business day (as permitted\n      under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance\n      with the provisions of Section 9 hereof), following the date of the\n      effectiveness of the Registration Statement (or, if the Company has\n      elected to rely upon Rule 430A of the Regulations, the third or fourth\n      business day (as permitted under Rule 15c6-1 under the Exchange Act) after\n      the determination of the initial public offering price of the Offered\n      Shares), such time and date of payment and delivery being herein called\n      the 'Closing Date.' Payment shall be made to the Company by wire transfer\n      in same day funds, against delivery to the Representatives for the\n      respective accounts of the Underwriters of the Offered Shares to be\n      purchased by them. Certificates for the Offered Shares shall be registered\n      in such name or names and in such authorized denominations as the\n      Representatives may request in writing at least two full business days\n      prior to the Closing Date. The Company will permit you to examine and\n      package such certificates for delivery at least one full business day\n      prior to the Closing Date.\n\n            (c) In addition, the Company hereby grants to the Underwriters\n      options to purchase up to an aggregate of 450,000 Additional Shares at the\n      same purchase price per share to be paid by the Underwriters to the\n      Company for the Firm Shares as set forth in this Section 2, for the sole\n      purpose of covering over-allotments in the sale of Firm Shares by the\n      Underwriters. These options may be exercised at any time and from time to\n      time, in whole or in part, on or before the thirtieth day following the\n      date of the Prospectus, by written notice by the Representatives to the\n      Company. Each such notice shall set forth the aggregate number of\n      Additional Shares as to which an option is being exercised and the date\n      and time, as reasonably determined by the Representatives, when the\n      Additional Shares are to be delivered (each such date and time being\n      herein sometimes referred to as the 'Additional Closing Date'); PROVIDED,\n      HOWEVER, that no Additional Closing Date shall be earlier than the Closing\n      Date or earlier than the second full business day after the date on which\n      the option shall have been exercised nor later than the eighth full\n      business day after the date on which the option shall have been exercised\n      (unless such time and date are postponed in accordance with the provisions\n      of Section 9 hereof). Certificates for Additional Shares shall be\n      registered in such name or names and in such authorized denominations as\n      the Representatives may request in writing at least two full business days\n      prior to the applicable Additional Closing Date. The Company will permit\n      you to examine and package such certificates for delivery at least one\n      full business day prior to the applicable Additional Closing Date.\n\n\n                                       8\n\n\n\n      The number of Additional Shares to be sold to each Underwriter on an\nAdditional Closing Date shall be the number which bears the same ratio to the\naggregate number of Additional Shares being purchased on such Additional Closing\nDate as the number of Firm Shares set forth opposite the name of such\nUnderwriter in Schedule I hereto (or such number increased as set forth in\nSection 9 hereof) bears to 3,000,000 subject, however, to such adjustments to\neliminate any fractional shares as the Representatives in their sole discretion\nshall make.\n\n      Payment for the Additional Shares shall be made by wire transfer in same\nday funds at the offices of Brobeck, Phleger &amp; Harrison LLP, 1633 Broadway, 47th\nFloor, New York, New York 10019, or such other location as may be mutually\nacceptable, upon delivery of the certificates for the Additional Shares to the\nRepresentatives for the respective accounts of the Underwriters.\n\n      3. OFFERING.\n\n            (a) Upon the Representatives' authorization of the release of the\n      Firm Shares, the Underwriters propose to offer the Offered Shares for sale\n      to the public upon the terms set forth in the Prospectus.\n\n            (b) The Company and the Underwriters hereby agree that up to 300,000\n      of the Firm Shares to be purchased by the Underwriters (the 'Directed\n      Shares') shall be reserved for sale by the Underwriters to eligible\n      employees of and certain persons designated by the Company (the 'Directed\n      Shares Purchasers'), as part of the distribution of the Offered Shares by\n      the Underwriters subject to the terms of this Agreement, the applicable\n      rules, regulations and interpretations of the National Association of\n      Securities Dealers, Inc. and all other applicable laws, rules and\n      regulations, PROVIDED, HOWEVER, that under no circumstances will Bear,\n      Stearns &amp; Co. Inc. or any other Underwriter be liable to the Company or to\n      any of the -------- ------- Directed Shares Purchasers for any action\n      taken or omitted in good faith in connection with transactions effected\n      with regard to the Directed Shares Purchasers. To the extent that such\n      Directed Shares are not orally confirmed for purchase by such persons by\n      the end of the first day after the date of this Agreement, such Directed\n      Shares will be offered to the public as part of the underwritten offering\n      contemplated hereby.\n\n      4. COVENANTS OF THE COMPANY. The Company covenants and agrees with the\nUnderwriters that:\n\n            (a) If the Registration Statement has not yet been declared\n      effective, the Company will use its best efforts to cause the Registration\n      Statement and any amendments thereto to become effective as promptly as\n      possible, and if Rule 430A is used or the filing of the Prospectus is\n      otherwise required under Rule 424(b) or Rule 434, the Company will file\n      the Prospectus (properly completed if Rule 430A has been used) pursuant to\n      Rule 424(b) or Rule 434 within the prescribed time period and will provide\n      evidence satisfactory to the Representatives of such timely filing. If the\n      Company elects to rely on Rule 434, the Company will prepare and file a\n      term sheet that complies with the requirements of Rule 434.\n\n\n                                       9\n\n\n\n      The Company will notify the Representatives as promptly as possible (and,\nif requested by you will confirm such notice in writing) (i) when the\nRegistration Statement and any amendments thereto become effective, (ii) of any\nrequest by the Commission for any amendment of or supplement to the Registration\nStatement or the Prospectus or for any additional information, (iii) of the\nmailing or the delivery to the Commission for filing of any amendment of or\nsupplement to the Registration Statement or the Prospectus, (iv) of the issuance\nby the Commission of any stop order suspending the effectiveness of the\nRegistration Statement or any post-effective amendment thereto or of the\ninitiation, or the threatening, of any proceedings therefor, (v) of the receipt\nof any comments from the Commission, and (vi) of the receipt by the Company of\nany notification with respect to the suspension of the qualification of the\nShares for sale in any jurisdiction or the initiation or threatening of any\nproceeding for that purpose. If the Commission shall propose or enter a stop\norder at any time, the Company will make every reasonable effort to prevent the\nissuance of any such stop order and, if issued, to obtain the lifting of such\norder as soon as possible. The Company will not file any amendment to the\nRegistration Statement or any amendment of or supplement to the Prospectus\n(including the prospectus required to be filed to Rule 424(b) or Rule 434) that\ndiffers from the prospectus on file at the time of the effectiveness of the\nRegistration Statement before or after the effective date of the Registration\nStatement to which the Representatives shall reasonably object in writing after\nbeing timely furnished in advance a copy thereof.\n\n            (b) If at any time when a prospectus relating to the Offered Shares\n      is required to be delivered under the Act any event shall have occurred as\n      a result of which the Prospectus as then amended or supplemented would, in\n      the judgment of the Underwriters or the Company, include an untrue\n      statement of a material fact or omit to state any material fact required\n      to be stated in order to make any statement therein, in light of the\n      circumstances under which it was made, not misleading, or if it shall be\n      necessary, in the judgment of the Underwriters or the Company, at any time\n      to amend or supplement the Prospectus or the Registration Statement to\n      comply with the Act or the Regulations, the Company will notify the\n      Representatives promptly and prepare and file with the Commission an\n      appropriate amendment or supplement (in form and substance satisfactory to\n      the Representatives) which will correct such statement or omission and\n      will use its best efforts to have any amendment to the Registration\n      Statement declared effective as soon as possible.\n\n            (c) The Company will promptly deliver to the Representatives two\n      signed copies of the Registration Statement, including exhibits and all\n      amendments thereto, and the Company will promptly deliver to each of the\n      Underwriters such number of copies of any preliminary prospectus, the\n      Prospectus, the Registration Statement and all amendments of and\n      supplements to such documents, if any, as the Representatives may\n      reasonably request.\n\n            (d) The Company will endeavor in good faith, in cooperation with the\n      Representatives, at or prior to the time of effectiveness of the\n      Registration Statement, to qualify the Offered Shares for offering and\n      sale under the securities laws relating to the offering or sale of the\n      Shares of such jurisdictions as the Representatives may designate \n\n\n                                       10\n\n\n\n      and to maintain such qualification in effect for so long as required for\n      the distribution thereof, except that in no event shall the Company be\n      obligated in connection therewith to qualify as a foreign corporation or\n      to execute a general consent to service of process.\n\n            (e) The Company will make generally available (within the meaning of\n      11(a) of the Act) to its security holders and to the Representatives as\n      soon as practicable, but not later than 45 days after the end of its\n      fiscal quarter in which the first anniversary date of the effective date\n      of the Registration Statement occurs, an earnings statement (in form\n      complying with the provisions of Rule 158 of the Regulations) covering a\n      period of at least twelve consecutive months beginning after the effective\n      date of the Registration Statement.\n\n            (f) During the period of 180 days from the date of the Prospectus,\n      the Company will not, without the prior written consent of Bear, Stearns &amp; Co. Inc., issue, sell, offer or agree to sell, grant any option for the\n      sale of, pledge, make any short sale, establish an open 'put equivalent\n      position' within the meaning of Rule 16a-1(h) under the Securities\n      Exchange Act of 1934, as amended, or otherwise dispose of, any Common\n      Stock (or any securities convertible into, exercisable for or exchangeable\n      for Common Stock) of the Company or (ii) enter into any swap, derivative\n      transaction or other arrangement that transfers to another, in whole or in\n      part, any of the economic consequences of ownership of the Common Stock,\n      whether any such transaction described in clause (i) or (ii) above is to\n      be settled by delivery of Common Stock or such other securities, in cash\n      or otherwise, PROVIDED that the foregoing shall not apply to (A) the\n      Shares, (B) the issuance of Common Stock upon conversion of the Preferred\n      Stock on the -------- Closing Date, (C) the issuance by the Company of\n      shares of Common Stock upon the exercise of any warrant outstanding on the\n      date hereof and disclosed in the Prospectus, (D) the issuance by the\n      Company of shares of Common Stock or options to purchase Common Stock\n      pursuant to any stock option or incentive plan described in the Prospectus\n      and (E) the issuance by the Company of shares of Common Stock in\n      connection with any acquisition of another company if the terms of such\n      issuance provide that such shares shall not be resold prior to the\n      expiration of the 180-day period from the date of the Prospectus; and the\n      Company will obtain the undertaking of each of its officers and directors\n      and such of its stockholders as have been heretofore designated by the\n      Representatives and listed on Schedule II attached hereto not to engage in\n      any of the aforementioned transactions on their own behalf.\n\n            (g) During a period of three years from the effective date of the\n      Registration Statement, the Company will furnish to the Representatives,\n      copies of (i) all reports to its stockholders; and (ii) all reports,\n      financial statements and proxy or information statements filed by the\n      Company with the Commission or any national securities exchange.\n\n            (h) The Company will apply the proceeds from the sale of the Shares\n      as set forth under 'Use of Proceeds' in the Prospectus.\n\n            (i) The Company will use its best efforts to cause the Shares to\n      continue to qualify for inclusion in the Nasdaq National Market System.\n\n\n                                       11\n\n\n            (j) The Company will use its best efforts to ensure that the\n      Directed Shares are restricted as required by the National Association of\n      Securities Dealers Inc. or the National Association of Securities Dealers\n      Inc. rules from sale, transfer, assignment, pledge or hypothecation for a\n      period of three (3) months following the date of this Agreement. The\n      Underwriters will notify the Company as to which persons will need to be\n      so restricted. At the request of the Underwriters, the Company will direct\n      the transfer agent to place a stop transfer restriction upon such\n      securities for such a period of time. Should the Company release, or seek\n      to release, from such restrictions any of the Directed Shares, the Company\n      agrees to reimburse the Underwriters for any reasonable expenses\n      (including, without limitation, legal expenses) they incur in connection\n      with such release.\n\n      5. PAYMENT OF EXPENSES. Whether or not the transactions contemplated in\nthis Agreement are consummated or this Agreement is terminated, the Company\nhereby agrees to pay all costs and expenses incident to the performance of the\nobligations of the Company hereunder and under the Comcast Purchase Agreement,\nincluding those in connection with (i) preparing, printing, duplicating, filing\nand distributing the Registration Statement, as originally filed and all\namendments thereof (including all exhibits thereto), any preliminary prospectus,\nthe Prospectus and any amendments or supplements thereto (including, without\nlimitation, fees and expenses of the Company's accountants and counsel), the\nunderwriting documents (including this Agreement and the Agreement Among\nUnderwriters) and all other documents related to the public offering of the\nOffered Shares (including those supplied to the Underwriters in quantities as\nhereinabove stated) and the Comcast Purchase Agreement, (ii) the issuance,\ntransfer and delivery of the Offered Shares to the Underwriters and the Comcast\nShares to Comcast, including any transfer or other taxes payable thereon, (iii)\nthe qualification of the Shares under state or foreign securities or Blue Sky\nlaws, including the costs of printing and mailing a preliminary and final 'Blue\nSky Survey,' (iv) the fees of counsel for the Underwriters in connection with\nthe qualification of the Offered Shares under state or foreign securities or\nBlue Sky laws and in connection with the review and qualification of the\noffering of the Offered Shares by the National Association of Securities Dealers\nInc., and such counsel's disbursements in relation thereto, (v) quotation of the\nShares on the Nasdaq National Market System, (vi) filing fees of the Commission\nand the National Association of Securities Dealers, Inc., (vii) the cost of\nprinting certificates representing the Offered Shares and (viii) the cost and\ncharges of any transfer agent or registrar.\n\n      6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the\nUnderwriters to purchase and pay for the Firm Shares and the Additional Shares,\nas provided herein, shall be subject to the accuracy of the representations and\nwarranties of the Company herein contained, as of the date hereof and as of the\nClosing Date (for purposes of this Section 6, 'Closing Date' shall refer to the\nClosing Date for the Firm Shares and any Additional Closing Date, if different,\nfor the Additional Shares), to the absence from any certificates, opinions,\nwritten statements or letters furnished to you or to O'Sullivan Graev &amp; Karabell, LLP ('Underwriters' Counsel') pursuant to this Section 6 of any\nmisstatement or omission, to the performance by the Company of its obligations\nhereunder, and to the following additional conditions:\n\n\n                                       12\n\n\n\n            (a) The Registration Statement shall have become effective not later\n      than, if pricing pursuant to Rule 430A, 5:30 P.M., New York time, on the\n      date of this Agreement or, if pricing pursuant to a pricing amendment,\n      12:00 P.M., New York time on the date an amendment to the Registration\n      Statement containing the public offering price has been filed with the\n      Commission, or at such later time and date as shall have been consented to\n      in writing by the Representatives; if the Company shall have elected to\n      rely upon Rule 430A or Rule 434 of the Regulations, the Prospectus shall\n      have been filed with the Commission in a timely fashion in accordance with\n      Section 4(a) hereof; and, at or prior to the Closing Date, no stop order\n      suspending the effectiveness of the Registration Statement or any\n      post-effective amendment thereof shall have been issued and no proceedings\n      therefor shall have been initiated or threatened by the Commission.\n\n            (b) At the Closing Date, you shall have received the opinion of\n      Brobeck, Phleger &amp; Harrison LLP, counsel for the Company, dated the\n      Closing Date addressed to the Underwriters and in form and substance\n      satisfactory to Underwriters' Counsel, to the effect that:\n\n                  (i) The Company has been duly incorporated and is validly\n            existing in good standing under the laws of the State of Delaware.\n            The Company is duly qualified to transact business and is in good\n            standing as a foreign corporation in New York. The Company has the\n            requisite corporate power and authority, to own, lease and operate\n            its properties and conduct its business as described in the\n            Registration Statement and the Prospectus.\n\n                  (ii) The authorized capital stock of the Company is as set\n            forth in the Registration Statement and the Prospectus. All of the\n            outstanding shares of Common Stock (including the shares of Common\n            Stock issued on the Closing Date upon conversion of the Preferred\n            Stock) are duly authorized and validly issued, are fully paid and\n            nonassessable and were not issued in violation of any preemptive\n            rights arising under the Delaware General Corporation Law or, to\n            such counsel's knowledge, similar rights that entitle or will\n            entitle any person to acquire any shares of capital stock of the\n            Company upon the issuance and sale of the Shares by the Company. The\n            Shares to be sold by the Company on the Closing Date have been duly\n            authorized and, when issued and delivered to the Underwriters or\n            Comcast, as applicable, against payment therefor in accordance with\n            this Agreement or the Comcast Purchase Agreement, as applicable,\n            will be validly issued, fully paid and nonassessable and will not\n            have been issued in violation of any preemeptive rights arising\n            under the Delaware General Corporation Law or, to such counsel's\n            knowledge, similar rights that entitle or will entitle any person to\n            acquire any shares of capital stock of the Company upon the issuance\n            and sale of the Shares by the Company. The Common Stock, the Firm\n            Shares, the Additional Shares and the Comcast Shares conform as to\n            legal matters to the descriptions thereof contained in the\n            Registration Statement and the Prospectus.\n\n                  (iii) All outstanding Warrants to purchase Common Stock of the\n            Company have been duly authorized, executed and delivered by the\n            Company and constitute \n\n\n                                       13\n\n\n\n            valid and binding obligations of the Company, enforceable against it\n            in accordance with their terms, subject to applicable bankruptcy,\n            insolvency, reorganization, moratorium or other similar laws\n            relating to or affecting creditors' rights and remedies generally,\n            and subject, as to enforceability, to general equitable principles\n            (whether relief is sought in a proceeding at law or in equity) and\n            except as rights to indemnification and contribution thereunder may\n            be limited by applicable law or public policy relating thereto. The\n            shares of Common Stock issuable upon exercise of such Warrants have\n            been duly reserved for issuance upon such exercise and, upon payment\n            of the exercise price thereof upon exercise of such Warrants, such\n            shares of Common Stock will be validly issued and outstanding, fully\n            paid and nonassessable and will be free of any preemptive rights\n            arising under the Delaware General Corporation Law or, to such\n            counsel's knowledge, similar rights that entitle or will entitle any\n            person to acquire any shares of capital stock of the Company upon\n            the issuance and sale of such shares of Common Stock by the Company.\n\n                  (iv) This Agreement and the Comcast Purchase Agreement have\n            been duly and validly authorized, executed and delivered by the\n            Company.\n\n                  (v) To such counsel's knowledge, (i) there is no litigation or\n            governmental or other action, suit, proceeding or investigation\n            before any court or before or by any public, regulatory or\n            governmental agency or body pending or, threatened against, or\n            involving the properties or business of, the Company, which is of a\n            character required to be disclosed in the Registration Statement and\n            the Prospectus which has not been properly disclosed therein and\n            (ii) there are no statutes, regulations, contracts or other\n            documents that are required to be described in the Registration\n            Statement or the Prospectus or to be filed as exhibits to the\n            Registration Statement that are not described or filed as required.\n\n                  (vi) The execution, delivery and performance of this Agreement\n            and the Comcast Purchase Agreement and the consummation of the\n            transactions contemplated hereby and thereby by the Company do not\n            and will not (A) conflict with or result in a breach of any of the\n            terms and provisions of, or constitute a default (or an event which\n            with notice or lapse of time, or both, would constitute a default)\n            under, or result in the creation or imposition of any lien, charge\n            or encumbrance upon any properties or assets of the Company pursuant\n            to, any agreement, instrument, franchise, license or permit known to\n            such counsel to which the Company is a party or by which any of its\n            properties or assets may be bound or (B) violate or conflict with\n            any provision of applicable law or the certificate of incorporation\n            or by-laws (or other organizational documents) of the Company, or\n            any statute, rule or regulation, or to the best knowledge of such\n            counsel, any judgment, decree or order, of any court or any public,\n            governmental or regulatory agency or body having jurisdiction over\n            the Company or any of its properties or assets. No consent,\n            approval, authorization, order, registration, filing, qualification,\n            license or permit of or with any court or any public, governmental\n            or regulatory agency or body having jurisdiction over the Company or\n            any of its properties or assets is required for the execution,\n            delivery and \n\n\n                                       14\n\n\n\n            performance of this Agreement or the Comcast Purchase Agreement or\n            the consummation of the transactions contemplated hereby or thereby,\n            except for (1) such as may be required under state securities or\n            Blue Sky laws in connection with the purchase and distribution of\n            the Offered Shares by the Underwriters (as to which such counsel\n            need express no opinion) and (2) such as have been made or obtained\n            under the Act. The issuance and sale of the Comcast Shares pursuant\n            to the Comcast Purchase Agreement is exempt from the registration\n            requirements of the Act by virtue of Section 4(2) of the Act.\n\n                  (vii) The statements (A) in the Prospectus under the captions\n            'Business-- Government Regulation and Legal Uncertainties,'\n            'Management -- Employment, Severance and Other Agreements,' '--1998\n            Stock Option\/Stock Issuance Plan,' 'Description of Securities' and\n            'Shares Eligible for Future Sale' and (B) in the Registration\n            Statement in Items 14 and 15, in each case insofar as such\n            statements constitute summaries of the legal matters, documents or\n            proceedings referred to therein, provide a fair summary of such\n            legal matters, documents and proceedings in all material respects.\n\n                  (viii) The Company is not, and upon consummation of the\n            transactions contemplated hereby and by the Comcast Purchase\n            Agreement, will not be, an 'investment company' as such term is\n            defined in the Investment Company Act of 1940, as amended.\n\n                  (ix) The Registration Statement and the Prospectus and any\n            amendments thereof or supplements thereto (except for the financial\n            statements and the schedules and the other financial and statistical\n            data included in the Registration Statement and the Prospectus, as\n            to which no opinion need be rendered) comply as to form in all\n            material respects with the requirements of the Act and the\n            Regulations.\n\n                  (x) The Registration Statement has been declared effective\n            under the Act, and, to the knowledge of such counsel, no stop order\n            suspending the effectiveness of the Registration Statement or any\n            post-effective amendment thereof has been issued and no proceedings\n            therefor have been initiated or threatened by the Commission and any\n            required filing of the Prospectus pursuant to Rule 424(b) of the\n            Regulations has been made in accordance with Rule 424(b).\n\n                  (xi) To such counsel's knowledge, except as described in the\n            Prospectus, no holder of any security of the Company has the right,\n            not effectively satisfied or waived, to require inclusion of shares\n            of Common Stock or any other security of the Company in the\n            Registration Statement.\n\n                  (xii) The Merger has become effective and the Corporate Rights\n            of General Internet will continue in effect and be unimpaired by the\n            Merger, and the Corporate Rights of General Internet have been\n            merged with and into the Company, which is, as the surviving\n            corporation, fully vested therewith. All consents, approvals, orders\n            and authorizations of, and all registrations, \n\n\n                                       15\n\n\n\n            declarations and filings with, all persons (governmental and, to\n            such counsel's knowledge, private) required to be obtained or made\n            in connection with the consummation of the Merger have been so\n            obtained or made. The Merger qualifies as a reorganization under the\n            provisions of Section 368 of Internal Revenue Code.\n\n      In addition, such opinion shall also contain a statement that such counsel\nhas participated in conferences with certain officers and representatives of the\nCompany, its independent public accountants, the Underwriters and the\nUnderwriters' counsel at which the contents of the Registration Statement and\nthe Prospectus and related matters were discussed. Such counsel need not,\nhowever, pass upon, or assume any responsibility for, and such counsel may state\nthat it has not independently checked or verified, the accuracy, completeness or\nfairness of the information contained in the Registration Statement and the\nProspectus. Such counsel shall state, however, that based upon its participation\nas described in the preceding two sentences, (i) it confirms that it has no\nreason to believe that the Registration Statement (other than the financial\nstatements, including the notes and schedules thereto, and the other financial\nand statistical data included in the Registration Statement, as to which such\ncounsel need not express any belief), at the time the Registration Statement\nbecame effective, contained any untrue statement of a material fact or omitted\nto state a material fact required to be stated therein or necessary to make the\nstatements therein not misleading; and (ii) it confirms that it has no reason to\nbelieve that the Prospectus (other than the financial statements, including the\nnotes and schedules thereto, and the other financial and statistical data\nincluded in the Prospectus, as to which such counsel need not express any\nbelief), on the date of such opinion, contains any untrue statement of a\nmaterial fact or omits to state a material fact necessary in order to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading.\n\n      In rendering such opinion, such counsel may rely (A) as to matters\ninvolving the application of laws other than the laws of the United States, the\nGeneral Corporation Law of the State of Delaware, the laws of the State of New\nYork, to the extent such counsel deems proper and to the extent specified in\nsuch opinion, if at all, upon an opinion or opinions (in form and substance\nreasonably satisfactory to Underwriters' Counsel) of other counsel reasonably\nacceptable to Underwriters' Counsel, familiar with the applicable laws; (B) as\nto matters of fact, to the extent they deem proper, on certificates of\nresponsible officers of the Company and certificates or other written statements\nof officers of departments of various jurisdictions having custody of documents\nrespecting the corporate existence or good standing of the Company, provided\nthat copies of any such statements or certificates shall be delivered to\nUnderwriters' Counsel. The opinion of such counsel for the Company shall state\nthat the opinion of any such other counsel is in form satisfactory to such\ncounsel and, in their opinion, you and they are justified in relying thereon.\n\n      The opinion of Brobeck, Phleger &amp; Harrison LLP described in this Section\n6(b) shall be rendered to the Underwriters at the request of the Company and\nshall so state therein.\n\n            (c) All proceedings taken in connection with the sale of the Shares\n      as herein contemplated and as contemplated in the Comcast Purchase\n      Agreement shall be satisfactory in form and substance to you and to\n      Underwriters' Counsel, and the Underwriters shall have received from said\n      Underwriters' Counsel a favorable opinion, \n\n\n                                       16\n\n\n\n      dated as of the Closing Date with respect to the issuance and sale of the\n      Offered Shares, the Registration Statement and the Prospectus and such\n      other related matters as the Representatives may reasonably require, and\n      the Company shall have furnished to Underwriters' Counsel such documents\n      as they request for the purpose of enabling them to pass upon such\n      matters.\n\n            (d) At the Closing Date, you shall have received a certificate of\n      the Chief Executive Officer and Chief Financial Officer of the Company,\n      dated the Closing Date to the effect that (i) the condition set forth in\n      subsection (a) of this Section 6 has been satisfied, (ii) as of the date\n      hereof and as of the Closing Date, the representations and warranties of\n      the Company set forth in Section 1 hereof are accurate, (iii)\n      simultaneously with the Closing, the sale of the Comcast Shares pursuant\n      to the Comcast Purchase Agreement shall have been consummated and the\n      Company shall have received $2,500,000 as a result of such sale, (iv) as\n      of the Closing Date, the obligations of the Company to be performed\n      hereunder and under the Comcast Purchase Agreement on or prior thereto\n      have been duly performed and (v) subsequent to the respective dates as of\n      which information is given with the Registration Statement and the\n      Prospectus, the Company has not sustained any material loss or\n      interference with its business or properties from fire, flood, hurricane,\n      accident or other calamity, whether or not covered by insurance, or from\n      any labor dispute or any legal or governmental proceeding, and there has\n      not been any material adverse change, or any development involving a\n      material adverse change, in the business, prospects, properties,\n      operations, condition (financial or otherwise), or results of operations\n      of the Company, except in each case as described in or contemplated by the\n      Prospectus.\n\n            (e) At the time this Agreement is executed and at the Closing Date,\n      you shall have received a letter from KPMG LLP, independent public\n      accountants for the Company, dated, respectively, as of the date of this\n      Agreement and as of the Closing Date addressed to the Underwriters and in\n      form and substance satisfactory to the Representatives, to the effect\n      that: (i) they are independent certified public accountants with respect\n      to the Company within the meaning of the Act and the Regulations and\n      stating that the answer to Item 10 of the Registration Statement is\n      correct insofar as it relates to them; (ii) stating that, in their\n      opinion, the financial statements and schedules of the Company included in\n      the Registration Statement and the Prospectus and covered by their opinion\n      therein comply as to form in all material respects with the applicable\n      accounting requirements of the Act and the applicable published rules and\n      regulations of the Commission thereunder; (iii) on the basis of procedures\n      consisting of a reading of the latest available unaudited interim\n      consolidated financial statements of the Company, a reading of the minutes\n      of meetings and consents of the stockholders and board of directors of the\n      Company and the committees of such board subsequent to December 31, 1998,\n      inquiries of officers and other employees of the Company who have\n      responsibility for financial and accounting matters of the Company and its\n      subsidiaries with respect to transactions and events subsequent to\n      December 31, 1998 and other specified procedures and inquiries to a date\n      not more than five days (three days in the case of the letter delivered on\n      the Closing Date) prior to the date of such letter, nothing has come to\n      their attention that would cause them to believe that: (A) the unaudited\n      consolidated financial statements and schedules of the Company presented\n      in the Registration Statement and the \n\n\n                                       17\n\n\n\n      Prospectus do not comply as to form in all material respects with the\n      applicable accounting requirements of the Act and the applicable published\n      rules and regulations of the Commission thereunder or that such unaudited\n      consolidated financial statements are not fairly presented in conformity\n      with generally accepted accounting principles applied on a basis\n      substantially consistent with that of the audited consolidated financial\n      statements of the Company included in the Registration Statement and the\n      Prospectus; (B) with respect to the period subsequent to December 31, 1998\n      there were, as of the date of the most recent available monthly financial\n      statements of the Company and as of a specified date not more than five\n      days (three days in the case of the letter delivered on the Closing Date)\n      prior to the date of such letter, any changes in the capital stock or\n      long-term indebtedness of the Company or any decrease in the net current\n      assets or stockholders' equity of the Company, in each case, as compared\n      with the amounts shown in the most recent balance sheet presented in the\n      Registration Statement and the Prospectus, except for changes or decreases\n      which the Registration Statement and the Prospectus disclose have occurred\n      or may occur or which are set forth in such letter or (C) that during the\n      period from January 1, 1999 to the date of the most recent available\n      monthly financial statements of the Company and to a specified date not\n      more than five days (three days in the case of the letter delivered on the\n      Closing Date) prior to the date of such letter, there was (1) any\n      decrease, as compared with the corresponding period in the prior fiscal\n      year, in total revenues, or any increase, as compared with the\n      corresponding period in the prior fiscal year, in operating loss or the\n      total or per share net loss or (2) any decrease, as compared with the\n      corresponding period in the prior fiscal quarter, in revenues, except in\n      any such case for decreases or increases which the Registration Statement\n      and the Prospectus disclose have occurred or may occur or which are set\n      forth in such letter; (iv) nothing has come to their attention that would\n      cause them to believe that the pro forma financial information included in\n      the Registration Statement do not comply in all material respects with the\n      applicable accounting requirements of Rule 11-02 of Regulation S-X or that\n      the pro forma adjustments have not been properly applied to the historical\n      amounts in the compilation of such financial information; and (v) stating\n      that they have compared specific dollar amounts, numbers of shares,\n      percentages of revenues and earnings, and other financial information\n      pertaining to the Company set forth in the Registration Statement and the\n      Prospectus, which have been specified by the Representatives prior to the\n      date of this Agreement, to the extent that such amounts, numbers,\n      percentages and information may be derived from the general accounting and\n      financial records of the Company or from schedules furnished by the\n      Company, and excluding any questions requiring an interpretation by legal\n      counsel, with the results obtained from the application of specified\n      readings, inquiries and other appropriate procedures specified by the\n      Representatives set forth in such letter, and found them to be in\n      agreement.\n\n            (f) Prior to the Closing Date, the Company shall have furnished to\n      you such further information, certificates and documents as you may\n      reasonably request.\n\n            (g) The Representatives shall have received from each person who is\n      a director or officer of the Company or stockholder that has been\n      heretofore designated by the Representatives and listed on Schedule II\n      hereto an agreement to the effect that such person will not, directly or\n      indirectly, without the prior written consent of Bear, Stearns \n\n\n                                       18\n\n\n\n      &amp; Co. Inc., offer, sell, offer or agree to sell, grant any option to\n      purchase, pledge, make any short sale, establish an open 'put equivalent\n      position' within the meaning of Rule 16a-1(h) under the Securities\n      Exchange Act of 1934, as amended, or otherwise dispose of, any Common\n      Stock (or any securities convertible into, exercisable for or exchangeable\n      for Common Stock) of the Company or (ii) enter into any swap, derivative\n      transaction or other arrangement that transfers to another, in whole or in\n      part, any of the economic consequences of ownership of the Common Stock,\n      whether any such transaction described in clause (i) or (ii) above is to\n      be settled by delivery of Common Stock or such other securities, in cash\n      or otherwise, for a period of 180 days after the date of the Prospectus.\n\n            (h) The closing of the sale of the Comcast Shares shall be\n      consummated concurrently with or prior to the closing of the sale of the\n      Firm Shares and the Company shall have received $____ per share or\n      [$2,500,000] in the aggregate with respect thereto.\n\n            (i) At the Closing Date, the Shares shall have been approved for\n      quotation on the Nasdaq National Market System.\n\n      If any of the conditions specified in this Section 6 shall not have been\nfulfilled when and as required by this Agreement, or if any of the certificates,\nopinions, written statements or letters furnished to you or to Underwriters'\nCounsel pursuant to this Section 6 shall not be in all material respects\nreasonably satisfactory in form and substance to the Representatives and to\nUnderwriters Counsel, all obligations of the Underwriters hereunder may be\ncancelled by the Representatives at, or at any time prior to, the Closing Date\nand the obligations of the Underwriters to purchase the Additional Shares may be\ncancelled by the Representatives at, or at any time prior to, the Additional\nClosing Date. Notice of such cancellation shall be given to the Company in\nwriting, or by telephone, telex or telegraph, confirmed in writing.\n\n      7. INDEMNIFICATION.\n\n            (a) The Company agrees to indemnify and hold harmless each\n      Underwriter and each person, if any, who controls any Underwriter within\n      the meaning of Section 15 of the Act or Section 20(a) of the Securities\n      Exchange Act of 1934, as amended (the 'Exchange Act'), against any and all\n      losses, liabilities, claims, damages and expenses whatsoever as incurred\n      (including but not limited to attorneys' fees and any and all expenses\n      whatsoever incurred in investigating, preparing or defending against any\n      litigation, commenced or threatened, or any claim whatsoever, and any and\n      all amounts paid in settlement of any claim or litigation), joint or\n      several, to which they or any of them may become subject under the Act,\n      the Exchange Act or otherwise, insofar as such losses, liabilities,\n      claims, damages or expenses (or actions in respect thereof) arise out of\n      or are based upon any untrue statement or alleged untrue statement of a\n      material fact contained in the registration statement for the registration\n      of the Offered Shares, as originally filed or any amendment thereof, or\n      any related preliminary prospectus or the Prospectus, or in any supplement\n      thereto or amendment thereof, or arise out of or are based upon the\n      omission or alleged omission to state therein a material fact required to\n      be stated therein or necessary to make the statements therein not\n      misleading; PROVIDED, HOWEVER, that the Company will not be liable in any\n      such case to the extent but only to \n\n\n                                       19\n\n\n\n      the extent that any such loss, liability, claim, damage or expense arises\n      out of or is based upon any such untrue statement or alleged untrue\n      statement or omission or alleged omission made therein in reliance upon\n      and in conformity with written information furnished to the Company by or\n      on behalf of any Underwriter through the Representatives expressly for use\n      therein. This indemnity agreement will be in addition to any liability\n      which the Company may otherwise have, including under this Agreement.\n\n            (b) Each Underwriter severally, and not jointly, agrees to indemnify\n      and hold harmless the Company, each of the directors of the Company, each\n      of the officers of the Company who shall have signed the Registration\n      Statement, and each other person, if any, who controls the Company within\n      the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,\n      against any losses, liabilities, claims, damages and expenses whatsoever\n      as incurred (including but not limited to attorneys' fees and any and all\n      expenses whatsoever incurred in investigating, preparing or defending\n      against any litigation, commenced or threatened, or any claim whatsoever,\n      and any and all amounts paid in settlement of any claim or litigation),\n      jointly or severally, to which they or any of them may become subject\n      under the Act, the Exchange Act or otherwise, insofar as such losses,\n      liabilities, claims, damages or expenses (or actions in respect thereof)\n      arise out of or are based upon any untrue statement or alleged untrue\n      statement of a material fact contained in the registration statement for\n      the registration of the Shares, as originally filed or any amendment\n      thereof, or any related preliminary prospectus or the Prospectus, or in\n      any amendment thereof or supplement thereto, or arise out of or are based\n      upon the omission or alleged omission to state therein a material fact\n      required to be stated therein or necessary to make the statements therein\n      not misleading, in each case to the extent, but only to the extent, that\n      any such loss, liability, claim, damage or expense arises out of or is\n      based upon any such untrue statement or alleged untrue statement or\n      omission or alleged omission made therein in reliance upon and in\n      conformity with written information furnished to the Company by or on\n      behalf of any Underwriter through the Representatives expressly for use\n      therein; PROVIDED, HOWEVER, that in no case shall any Underwriter be\n      liable or responsible for any amount in excess of the underwriting\n      discount applicable to the Shares purchased by such Underwriter hereunder.\n      This indemnity will be in addition to any liability which any Underwriter\n      may otherwise have, including under this Agreement. The Company\n      acknowledges that the statements set forth in the third, seventh and\n      twelfth paragraphs under the caption 'Underwriting' in the Prospectus\n      constitute the only information furnished in writing by or on behalf of\n      any Underwriter expressly for use in the registration statement relating\n      to the Offered Shares as originally filed or in any amendment thereof, any\n      related preliminary prospectus or the Prospectus or in any amendment\n      thereof or supplement thereto, as the case may be.\n\n            (c) In connection with the offer and sale of the Directed Shares,\n      the Company agrees, promptly upon a request in writing, to indemnify and\n      hold harmless the Underwriters from and against any and all losses,\n      liabilities, claims, damages and expenses incurred by them as a result of\n      the failure of the Directed Shares Purchasers to pay for and accept\n      delivery of the Directed Shares which, by the end of the day following the\n      date of this Agreement, were subject to a properly confirmed agreement to\n      purchase such Directed Shares.\n\n\n                                       20\n\n\n\n            (d) Promptly after receipt by an indemnified party under subsection\n      (a) or (b) above of notice of the commencement of any action, such\n      indemnified party shall, if a claim in respect thereof is to be made\n      against the indemnifying party under such subsection, notify each party\n      against whom indemnification is to be sought in writing of the\n      commencement thereof (but the failure so to notify an indemnifying party\n      shall not relieve it from any liability which it may have under this\n      Section 7). In case any such action is brought against any indemnified\n      party, and it notifies an indemnifying party of the commencement thereof,\n      the indemnifying party will be entitled to participate therein, and to the\n      extent it may elect by written notice delivered to the indemnified party\n      promptly after receiving the aforesaid notice from such indemnified party,\n      to assume the defense thereof with counsel satisfactory to such\n      indemnified party. Notwithstanding the foregoing, the indemnified party or\n      parties shall have the right to employ its or their own counsel in any\n      such case, but the fees and expenses of such counsel shall be at the\n      expense of such indemnified party or parties unless (i) the employment of\n      such counsel shall have been authorized in writing by one of the\n      indemnifying parties in connection with the defense of such action, (ii)\n      the indemnifying parties shall not have employed counsel to have charge of\n      the defense of such action within a reasonable time after notice of\n      commencement of the action, or (iii) such indemnified party or parties\n      shall have reasonably concluded that there may be defenses available to it\n      or them which are different from or additional to those available to one\n      or all of the indemnifying parties (in which case the indemnifying parties\n      shall not have the right to direct the defense of such action on behalf of\n      the indemnified party or parties), in any of which events such fees and\n      expenses shall be borne by the indemnifying parties. Anything in this\n      subsection to the contrary notwithstanding, an indemnifying party shall\n      not be liable for any settlement of any claim or action effected without\n      its written consent; PROVIDED, HOWEVER, that -------- ------- such consent\n      was not unreasonably withheld.\n\n      8. CONTRIBUTION. In order to provide for contribution in circumstances in\nwhich the indemnification provided for in Section 7 hereof is for any reason\nheld to be unavailable from any indemnifying party or is insufficient to hold\nharmless a party indemnified thereunder, the Company, and the Underwriters shall\ncontribute to the aggregate losses, claims, damages, liabilities and expenses of\nthe nature contemplated by such indemnification provision (including any\ninvestigation, legal and other expenses incurred in connection with, and any\namount paid in settlement of, any action, suit or proceeding or any claims\nasserted, but after deducting in the case of losses, claims, damages,\nliabilities and expenses suffered by the Company any contribution received by\nthe Company from persons, other than the Underwriters, who may also be liable\nfor contribution, including persons who control the Company within the meaning\nof Section 15 of the Act or Section 20(a) of the Exchange Act, officers of the\nCompany who signed the Registration Statement and directors of the Company) as\nincurred to which the Company, and one or more of the Underwriters may be\nsubject, in such proportions as is appropriate to reflect the relative benefits\nreceived by the Company and the Underwriters from the offering of the Offered\nShares or, if such allocation is not permitted by applicable law or\nindemnification is not available as a result of the indemnifying party not\nhaving received notice as provided in Section 7 hereof, in such proportion as is\nappropriate to reflect not only the relative benefits referred to above but also\nthe relative fault of the Company and the Underwriters in connection with the\nstatements or omissions which resulted in such losses, claims, damages,\nliabilities or expenses, as well as any other relevant equitable considerations.\nThe relative benefits received \n\n\n                                       21\n\n\n\nby the Company and the Underwriters shall be deemed to be in the same proportion\nas (x) the total proceeds from the offering of the Offered Shares (net of\nunderwriting discounts and commissions but before deducting expenses) received\nby the Company and (y) the underwriting discounts and commissions received by\nthe Underwriters, respectively, in each case as set forth in the table on the\ncover page of the Prospectus. The relative fault of the Company and of the\nUnderwriters shall be determined by reference to, among other things, whether\nthe untrue or alleged untrue statement of a material fact or the omission or\nalleged omission to state a material fact relates to information supplied by the\nCompany or the Underwriters and the parties' relative intent, knowledge, access\nto information and opportunity to correct or prevent such statement or omission.\nThe Company and the Underwriters agree that it would not be just and equitable\nif contribution pursuant to this Section 8 were determined by pro rata\nallocation (even if the Underwriters were treated as one entity for such\npurpose) or by any other method of allocation which does not take account of the\nequitable considerations referred to above. Notwithstanding the provisions of\nthis Section 8, (i) in no case shall any Underwriter be liable or responsible\nfor any amount in excess of the underwriting discount applicable to the Shares\npurchased by such Underwriter hereunder, and (ii) no person guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Act) shall be\nentitled to contribution from any person who was not guilty of such fraudulent\nmisrepresentation. Notwithstanding the provisions of this Section 8 and the\npreceding sentence, no Underwriter shall be required to contribute any amount in\nexcess of the amount by which the total price at which the Offered Shares\nunderwritten by it and distributed to the public were offered to the public\nexceeds the amount of any damages that such Underwriter has otherwise been\nrequired to pay by reason of such untrue or alleged untrue statement or omission\nor alleged omission. For purposes of this Section 8, each person, if any, who\ncontrols an Underwriter within the meaning of Section 15 of the Act or Section\n20(a) of the Exchange Act shall have the same rights to contribution as such\nUnderwriter, and each person, if any, who controls the Company within the\nmeaning of Section 15 of the Act or Section 20(a) of the Exchange Act, each\nofficer of the Company who shall have signed the Registration Statement and each\ndirector of the Company shall have the same rights to contribution as the\nCompany, subject in each case to clauses (i) and (ii) of this Section 8. Any\nparty entitled to contribution will, promptly after receipt of notice of\ncommencement of any action, suit or proceeding against such party in respect of\nwhich a claim for contribution may be made against another party or parties,\nnotify each party or parties from whom contribution may be sought, but the\nomission to so notify such party or parties shall not relieve the party or\nparties from whom contribution may be sought from any obligation it or they may\nhave under this Section 8 or otherwise. No party shall be liable for\ncontribution with respect to any action or claim settled without its consent;\nPROVIDED, HOWEVER, that such consent was not unreasonably withheld.\n\n      9. DEFAULT BY AN UNDERWRITER.\n\n            (a) If any Underwriter or Underwriters shall default in its or their\n      obligation to purchase Firm Shares or Additional Shares hereunder, and if\n      the Firm Shares or Additional Shares with respect to which such default\n      relates do not (after giving effect to arrangements, if any, made by you\n      pursuant to subsection (b) below) exceed in the aggregate 10% of the\n      number of Firm Shares or Additional Shares, to which the default relates\n      shall be purchased by the non-defaulting Underwriters in proportion to the\n      respective proportions which the numbers of Firm Shares set forth opposite\n      their \n\n\n                                       22\n\n\n\n      respective names in Schedule I hereto bear to the aggregate number of Firm\n      Shares set forth opposite the names of the non-defaulting Underwriters.\n\n            (b) In the event that such default relates to more than 10% of the\n      Firm Shares or Additional Shares, as the case may be, the Representatives\n      may in their discretion arrange for the Representatives or for another\n      party or parties (including any non-defaulting Underwriter or Underwriters\n      who so agree) to purchase such Firm Shares or Additional Shares, as the\n      case may be, to which such default relates on the terms contained herein.\n      In the event that within five calendar days after such a default the\n      Representatives do not arrange for the purchase of the Firm Shares or\n      Additional Shares, as the case may be, to which such default relates as\n      provided in this Section 9, this Agreement or, in the case of a default\n      with respect to the Additional Shares, the obligations of the Underwriters\n      to purchase and of the Company to sell the Additional Shares shall\n      thereupon terminate, without liability on the part of the Company with\n      respect thereto (except in each case as provided in Section 5, 7(a) and 8\n      hereof) or the Underwriters, but nothing in this Agreement shall relieve a\n      defaulting Underwriter or Underwriters of its or their liability, if any,\n      to the other Underwriters and the Company for damages occasioned by its or\n      their default hereunder.\n\n            (c) In the event that the Firm Shares or Additional Shares to which\n      the default relates are to be purchased by the non-defaulting\n      Underwriters, or are to be purchased by another party or parties as\n      aforesaid, the Representatives or the Company shall have the right to\n      postpone the Closing Date or the applicable Additional Closing Date, as\n      the case may be, for a period, not exceeding five business days, in order\n      to effect whatever changes may thereby be made necessary in the\n      Registration Statement or the Prospectus or in any other documents and\n      arrangements, and the Company agrees to file promptly any amendment or\n      supplement to the Registration Statement or the Prospectus which, in the\n      opinion of Underwriters' Counsel, may thereby be made necessary or\n      advisable. The term 'Underwriter' as used in this Agreement shall include\n      any party substituted under this Section 9 with like effect as if it had\n      originally been a party to this Agreement with respect to such Firm Shares\n      and Additional Shares.\n\n      10. SURVIVAL OF REPRESENTATIONS AND AGREEMENTS. All representations and\nwarranties, covenants and agreements of the Underwriters and the Company\ncontained in this Agreement, including the agreements contained in Section 5,\nthe indemnity agreements contained in Section 7 and the contribution agreements\ncontained in Section 8, shall remain operative and in full force and effect\nregardless of any investigation made by or on behalf of any Underwriter or any\ncontrolling person thereof or by or on behalf of the Company, any of its\nofficers and directors or any controlling person thereof, and shall survive\ndelivery of and payment for the Shares to and by the Underwriters. The\nrepresentations contained in Section 1 and the agreements contained in Sections\n5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement,\nincluding termination pursuant to Section 9 or 11 hereof.\n\n\n                                       23\n\n\n\n      11. EFFECTIVE DATE OF AGREEMENT; TERMINATION.\n\n            (a) This Agreement shall become effective upon the later of when (i)\n      the Representatives and the Company shall have received notification of\n      the effectiveness of the Registration Statement and (ii) the execution of\n      this Agreement. If either the initial public offering price or the\n      purchase price per Offered Share has not been agreed upon prior to 5:00\n      P.M., New York time, on the fifth full business day after the Registration\n      Statement shall have become effective, this Agreement shall thereupon\n      terminate without liability to the Company or the Underwriters except as\n      herein expressly provided. Until this Agreement becomes effective as\n      aforesaid, it may be terminated by the Company by notifying you or by the\n      Representatives notifying the Company. Notwithstanding the foregoing, the\n      provisions of this Section 11 and of Section 1, 5, 7 and 8 hereof shall at\n      all times be in full force and effect.\n\n            (b) You shall have the right to terminate this Agreement at any time\n      prior to the Closing Date or the obligations of the Underwriters to\n      purchase Additional Shares at any time prior to the applicable Additional\n      Closing Date, as the case may be, if (A) any domestic or international\n      event or act or occurrence has materially disrupted, or in the opinion of\n      the Representatives will in the immediate future materially disrupt, the\n      market for the Company's securities or securities in general; or (B) if\n      trading on the New York Stock Exchange or the Nasdaq Stock Market shall\n      have been suspended, or minimum or maximum prices for trading shall have\n      been fixed, or maximum ranges for prices for securities shall have been\n      required, on the New York Stock Exchange or the Nasdaq Stock Market by the\n      New York Stock Exchange, the National Association of Securities Dealers,\n      Inc. or by order of the Commission or any other governmental authority\n      having jurisdiction; or (C) if a banking moratorium has been declared by a\n      state or federal authority or if any new restriction materially adversely\n      affecting the distribution of the Firm Shares or the Additional Shares, as\n      the case may be, shall have become effective; or (D) (i) if the United\n      States becomes engaged in hostilities or there is an escalation of\n      hostilities involving the United States or there is a declaration of a\n      national emergency or war by the United States or (ii) if there shall have\n      been such change in political, financial or economic conditions, if the\n      effect of any such event in (i) or (ii) as in the judgment of the\n      Representatives makes it impracticable or inadvisable to proceed with the\n      offering, sale and delivery of the Firm Shares or the Additional Shares,\n      as the case may be, on the terms contemplated by the Prospectus.\n\n            (c) Any notice of termination pursuant to this Section 11 shall be\n      by telephone, telex or telegraph, confirmed in writing by letter.\n\n            (d) If this Agreement shall be terminated pursuant to any of the\n      provisions hereof (otherwise than pursuant to (i) notification by the\n      Representatives as provided in Section 11(a) hereof or (ii) Section 9(b)\n      or 11(b) hereof), or if the sale of the Offered Shares provided for herein\n      is not consummated because any condition to the obligations of the\n      Underwriters set forth herein is not satisfied or because of any refusal,\n      inability or failure on the part of the Company to perform any agreement\n      herein or comply with any provision hereof, the Company will, subject to\n      demand by the Representatives, reimburse \n\n\n                                       24\n\n\n\n      the Underwriters for all out-of-pocket expenses (including the fees and\n      expenses of their counsel) incurred by the Underwriters in connection\n      herewith.\n\n      12. NOTICES. All communications hereunder, except as may be otherwise\nspecifically provided herein, shall be in writing and , if sent to any\nUnderwriter, shall be mailed, delivered, or telexed or telegraphed and confirmed\nin writing, to such Underwriter c\/o Bear, Stearns &amp; Co. Inc., 245 Park Avenue,\nNew York, N.Y. 10167, Attention: James B. Carroll, with a copy to O'Sullivan\nGraev &amp; Karabell, LLP, 30 Rockefeller Plaza, New York, New York 10112,\nAttention: Julie M. Allen, Esq.; if sent to the Company, shall be mailed,\ndelivered, or telegraphed and confirmed in writing to the Company, 220 East 42nd\nStreet, 24th Floor, New York, New York 10017, Attention: Chief Financial\nOfficer, with a copy to Brobeck, Phleger &amp; Harrison LLP, 1633 Broadway, 47th\nFloor, New York, N.Y. 10019, Attention : Alexander D. Lynch, Esq.\n\n      13. PARTIES. This Agreement shall insure solely to the benefit of, and\nshall be binding upon, the Underwriters and the Company and the controlling\npersons, directors, officers, employees and agents referred to in Section 7 and\n8, and their respective successors and assigns, and no other person shall have\nor be construed to have any legal or equitable right, remedy or claim under or\nin respect of or by virtue of this Agreement or any provision herein contained.\nThe term 'successors and assigns' shall not include a purchaser, in its capacity\nas such, of Offered Shares from any of the Underwriters.\n\n      14. GOVERNING LAW. This Agreement shall be governed by and construed in\naccordance with the laws of the State of New York, but without regard to\nprinciples of conflicts of law.\n\n\n                                       25\n\n\n\n      If the foregoing correctly sets forth the understanding between you and\nthe Company, please so indicate in the space provided below for that purpose,\nwhereupon this letter shall constitute a binding agreement among us.\n\n\n                                        Very truly yours,\n\n                                        MiningCo.com, Inc.\n\n\n                                        By\n                                           -------------------------------------\n                                           Scott P. Kurnit\n                                           Chairman of the Board, President and\n                                           Chief Executive Officer\n\n\n                                       26\n\n\n\nAccepted as of the date first above written\nBEAR, STEARNS &amp; CO. INC.\nVolpe Brown Whelan &amp; Company, LLC\nWit Capital Corporation, as e-Manager\non behalf of themselves and the other\nUnderwriters named in Schedule I hereto\n\n\nBY: BEAR, STEARNS &amp; CO. INC.\n\n\n\nBy \n   ---------------------------\n   Name:\n   Title:\n\n\n                                       27\n\n\n\n                                   SCHEDULE I\n\n\n\n                                                             Number of Firm\n          Name of Underwriter                            Shares to be Purchased\n          -------------------                            ----------------------\nBear, Stearns &amp; Co. Inc\nVolpe Brown Whelan &amp; Company, LLC\nWit Capital Corporation\n[Others]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                  Total.............................             __________\n\n\n                                       28\n\n\n\n                                   SCHEDULE II\n\n                  Lock-up Officers, Directors and Stockholders\n\n                                [To be completed]\n\n\n                                       29\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551,6874],"corporate_contracts_industries":[9510,9418],"corporate_contracts_types":[9629,9634],"class_list":["post-43968","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_companies-bear-stearns-cos-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-financial__securities","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43968","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43968"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43968"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43968"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43968"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}