8-K

  
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): March 12, 1998


                                EMCOR GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


                  0-2315                             11-2125338
         (Commission File Number)           (IRS Employer Identification No.)


                                101 Merritt Seven
                           Norwalk, Connecticut 06851
                    (Address of Principal Executive Offices)


                                  (203) 849-7800
               (Registrant's telephone number, including area code)


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)







Item 5.  Other Events

         On March 12, 1998, EMCOR Group, Inc. (the "Company") began an offering,
which was sole managed by Donaldson,  Lufkin & Jenrette  Securities  Corporation
("DLJ"),  of $100,000,000  aggregate  principal  amount of a new series of 5.75%
Convertible Subordinated Notes due 2005 (the "Notes") and 1,100,000 share of the
Company's common stock at a price of $21.875 per share. In addition, the Company
granted to the underwriters separate 30-day options in the offerings to purchase
up to an  additional  $15,000,000  principal  amount  of the  Notes and up to an
additional   165,000   shares   of   common   stock,   in  each  case  to  cover
over-allotments. On March 24, 1998, DLJ exercised its over-allotment option only
with respect to the Notes and  purchased  an  additional  $15,000,000  aggregate
principal amount of the Notes.  Filed herewith are the  underwriting  agreements
which  were  executed  between  the  Company  and DLJ in  conjunction  with  the
offerings.

Item 7.     Exhibits

         1.   Underwriting  Agreement relating to $100,000,000  principal amount
              of the Company's 5 3/4% Convertible  Subordinated  Notes due 2005,
              dated as of March 12,  1998,  between the  Company and  Donaldson,
              Lufkin & Jenrette Securities Corporation.

         2.   Underwriting   Agreement  relating  to  1,100,000  shares  of  the
              Company's  Common Stock,  dated as of March 12, 1998,  between the
              Company and Donaldson,  Lufkin & Jenrette Securities  Corporation,
              as representative of the several  underwriters named in Schedule 1
              thereto.







                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             EMCOR Group, Inc.

                                             By:      /s/SHELDON I. CAMMAKER
                                             -------------------------------
                                                      Sheldon I. Cammaker
                                                      Executive Vice President


Date:  May 29, 1998







                                  EXHIBIT INDEX


Exhibit No.       Description


         1.   Underwriting  Agreement relating to $100,000,000  principal amount
              of the Company's 5 3/4% Convertible  Subordinated  Notes due 2005,
              dated as of March 12,  1998,  between the  Company and  Donaldson,
              Lufkin & Jenrette Securities Corporation.

         2.   Underwriting   Agreement  relating  to  1,100,000  shares  of  the
              Company's  Common Stock,  dated as of March 12, 1998,  between the
              Company and Donaldson,  Lufkin, & Jenrette Securities Corporation,
              as representative of the several  underwriters named in Schedule 1
              thereto.

EX-1

Exhibit 1.1

EXECUTION COPY


                                   $100,000,000

                                EMCOR GROUP, INC.

                 5 3/4% Convertible Subordinated Notes due 2005

                             UNDERWRITING AGREEMENT



                                                                 March 12, 1998


DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
   As representative of the several  underwriters named in Schedule I hereto c/o
   Donaldson, Lufkin & Jenrette Securities Corporation
       277 Park Avenue
       New York, NY 10172

Dear Sirs:


         EMCOR GROUP, INC., a Delaware corporation (the "Company"),  proposes to
issue  and  sell  $100,000,000  principal  amount  of  its  5  3/4%  Convertible
Subordinated Notes due 2005 (the "Firm Securities") to the several  underwriters
named in Schedule I hereto (the  "Underwriters").  Donaldson,  Lufkin & Jenrette
Securities Corporation shall act as representative (the "Representative") of the
several Underwriters. The Securities are to be issued pursuant to the provisions
of an  Indenture  to be  dated  as of March  12,  1998 and a First  Supplemental
Indenture  to be dated as of March  12,  1998  (collectively,  the  "Indenture")
between the Company and State  Street Bank and Trust  Company,  as Trustee  (the
"Trustee").

         The Company also proposes to issue and sell to the several Underwriters
not  more  than  an  additional  $15,000,000  principal  amount  of  its 5  3/4%
Convertible  Subordinated  Notes  due 2005  (the  "Additional  Securities"),  if
requested  by the  Underwriters  as  provided  in  Section  2  hereof.  The Firm
Securities and the Additional Securities are hereinafter collectively referred
to as the "Securities".

         SECTION 1.  Registration  Statement  and  Prospectus.  The  Company has
prepared  and  filed  with  the   Securities   and  Exchange   Commission   (the
"Commission")  in accordance  with the provisions of the Securities Act of 1933,
as  amended,  and  the  rules  and  regulations  of  the  Commission  thereunder
(collectively,  the "Act"), a registration  statement on Form S-3  (Registration
No. 333-44369), including a preliminary prospectus, relating to the registration
of the  Securities and such other  securities  which may be offered from time to
time  by  the  Company,  in  accordance  with  Rule  415  under  the  Act.  Such
registration  statement (as amended) was declared effective by the Commission on
February 6, 1998. Such registration statement (as amended), on the one hand, and
the prospectus  constituting a part thereof and the prospectus supplement (which
term may include a preliminary  prospectus  supplement) relating to the offering
of the Securities  provided to the  Underwriters by the Company  (whether or not
such  prospectus  supplement is required to be filed with the  Commission by the
Company pursuant to the Act) ( the "Prospectus Supplement"),  on the other hand,
including all documents incorporated therein by reference pursuant to Item 12 of
Form S-3 under the Act, as from time to time amended or supplemented pursuant to
the Act and to the  Securities  Exchange Act of 1934, as amended,  and the rules
and regulations of the Commission thereunder  (collectively called the "Exchange
Act"),  are  referred  to  herein  as  the  "Registration   Statement"  and  the
"Prospectus",  respectively;  provided,  however,  that a Prospectus  Supplement
shall be deemed to have  supplemented  the  Prospectus  only with respect to the
offering of the Securities to which it relates.  Any registration  statement and
any copy thereof filed with the Commission via EDGAR (including any amendment or
supplement  thereto or  information  which is deemed part thereof)  filed by the
Company  under Rule 462(b) of the Act (a "Rule 462(b)  Registration  Statement")
shall be deemed to be part of the "Registration Statement" as defined herein and
any prospectus or any term sheet as contemplated by Rule 434 of the Act (a "Term
Sheet")  (including any amendment or supplement  thereto or information which is
deemed a part thereof) and any copy thereof filed with the  Commission via EDGAR
included  in such  registration  statement  shall  be  deemed  to be part of the
"Prospectus,"  as  defined  herein.  All  references  in  this  agreement  (this
"Agreement") to financial  statements and schedules and other  information which
is  "contained,"   "included,"  "described"  or  "stated"  in  the  Registration
Statement or the Prospectus  (and all other  references of like import) shall be
deemed to mean and include all such financial statements and schedules and other
information  which  is or is  deemed  to be  incorporated  by  reference  in the
Registration Statement or Prospectus,  as the case may be; and all references in
this Agreement to amendments or supplements to the Registration Statement or the
Prospectus shall be deemed to mean and include, without limitation,  even though
not specifically  stated,  any document filed under the Exchange Act which is or
is deemed to be incorporated by reference in the  Registration  Statement or the
Prospectus, as the case may be.

         SECTION 2. Agreements to Sell and Purchase and Lock-Up  Agreements.  On
the basis of the representations and warranties contained in this Agreement, and
subject to its terms and  conditions,  the Company agrees to issue and sell, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
the  principal  amount of Firm  Securities  set forth  opposite the name of such
Underwriter  in Schedule I hereto at 97% of the  principal  amount  thereof (the
"Purchase Price").

         On the basis of the  representations  and warranties  contained in this
Agreement, and subject to its terms and conditions,  the Company agrees to issue
and sell the Additional  Securities and the Underwriters shall have the right to
purchase,  severally and not jointly, up to $15,000,000  principal amount of the
Additional  Securities  from  the  Company  at the  Purchase  Price.  Additional
Securities may be purchased  solely for the purpose of covering  over-allotments
made in connection with the offering of the Firm  Securities.  The  Underwriters
may exercise their right to purchase  Additional  Securities in whole or in part
from time to time by giving written notice thereof to the Company within 30 days
after the date of this Agreement. The Representative shall give any such noteice
on behalf of the Underwriters and such notice shall specify the aggregate number
of Additional  Securities to be purchased pursuant to such exercise and the date
for  payment and  delivery  thereof,  which date shall be a business  day (i) no
earlier than three  business  days after such notice has been given (and, in any
event,  no  earlier  than  the  Closing  Date  but may be the  Closing  Date (as
hereinafter defined)) and (ii) no later than ten business days after such notice
has  been  given.  If  any  Additional  Securities  are  to be  purchased,  each
Underwriter,  severally and not jointly, agrees to purchase from the Company the
number of  Additional  Securities  (subject  to such  adjustments  to  eliminate
fractions as the  Representative  may determine) which bears the same proportion
to the total principal amount of Additional  Securities to be purchased from the
Company as the principal  amount of Firm  Securities set forth opposite the name
of such  Underwriter in Schedule I bears to the total  principal  amount of Firm
Securities.

         Lock-Up Agreements. The Company hereby agrees not to (i) offer, pledge,
sell,  contract to sell,  sell any option or contract to purchase,  purchase any
option or contract to sell, grant any option,  right or warrant to purchase,  or
otherwise  transfer or dispose of,  directly  or  indirectly,  any shares of the
Company's  common stock,  par value $0.01 per share (the "Common  Stock") or any
securities  convertible  into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of
the  economic  consequences  associated  with the  ownership of any Common Stock
(regardless of whether any of the  transactions  described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other  securities,  in
cash  or  otherwise),  except  to the  Underwriters  pursuant  to the  Company's
concurrent  offering of 1,100,000 shares of its Common Stock (and any additional
shares of Common  Stock  purchased by the  Underwriters  pursuant to any related
over-allotment  option), or to the holders of Securities upon conversion of such
Securities for a period of 90 days after the date of the Prospectus  without the
prior written consent,  which shall not be unreasonably  withheld, of Donaldson,
Lufkin & Jenrette Securities Corporation.  Notwithstanding the foregoing, during
such period (i) the Company  may grant  stock or stock  options  pursuant to the
Company's  existing  employee  benefits  plans and stock option plans,  (ii) the
Company  may issue  shares of Common  Stock  upon the  exercise  of an option or
warrant or the conversion of a security outstanding on the date hereof and (iii)
the Company may issue shares of Common Stock in connection  with an  acquisition
by the Company.  The Company also agrees not to file any registration  statement
with respect to any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, other than on Form S-8 pursuant to
its stock or stock option  plans,  for a period of 90 days after the date of the
Prospectus  without the prior written  consent,  which shall not be unreasonably
withheld, of Donaldson,  Lufkin & Jenrette Securities  Corporation.  The Company
shall, prior to or concurrently with the execution of this Agreement, deliver an
agreement  executed  by each of the  directors  and  executive  officers  of the
Company to the effect that such person will not, during the period commencing on
the date such person signs such  agreement  and ending 90 days after the date of
the  Prospectus,   without  the  prior  written  consent,  which  shall  not  be
unreasonably withheld, of Donaldson,  Lufkin & Jenrette Corporation,  (A) engage
in any of the transactions  described in the first sentence of this paragraph or
(B) make any demand for, or exercise any right with respect to, the registration
of any shares of Common Stock or any securities  convertible into or exercisable
or exchangeable for Common Stock.

         SECTION 3. Terms of Public Offering. The Company is advised by you that
the  Underwriters  propose  (i) to make a public  offering  of their  respective
portions of the  Securities  as soon after the  execution  and  delivery of this
Agreement  as  in  your  judgment  is  advisable   (and,   if   necessary,   any
post-effective amendment to the Registration  Statement),  and (ii) initially to
offer the Securities upon the terms set forth in the Prospectus.

          SECTION 4. Delivery and Payment.  The Securities  shall be represented
by definitive certificates and shall be issued in such authorized  denominations
and  registered  in such  names  as  Donaldson,  Lufkin  &  Jenrette  Securities
Corporation  shall  request no later than two business days prior to the Closing
Date (as defined  below).  The Company  shall deliver the  Securities,  with any
transfer taxes thereon duly paid by the Company, to Donaldson, Lufkin & Jenrette
Securities  Corporation  through the facilities of The Depository  Trust Company
("DTC"),  for the  respective  accounts  of the  several  Underwriters,  against
payment to the  Company of the  Purchase  Price  therefore  by wire  transfer of
Federal or other funds immediately  available in New York City. The certificates
representing  the  Securities  shall be made  available for inspection not later
than 9:30 A.M.,  New York City time,  on the  business  day prior to the Closing
Date (as defined below),  at the office of DTC or its designated  custodian (the
"Designated  Office").  The  time  and  date of  delivery  and  payment  for the
Securities  shall be 9:00 A.M.,  New York City time,  on March 18,  1998 or such
other  time on the same or such  other  date as  Donaldson,  Lufkin  &  Jenrette
Securities Corporation and the Company shall agree in writing. The time and date
of such delivery and payment are hereinafter  referred to as the "Closing Date".
The time and date of delivery and payment for any  Additional  Securities  to be
purchased by the  Underwriters  shall be 9:00 A.M.,  New York City time,  on the
date  specified  in the  applicable  exercise  notice  given by you  pursuant to
Section 2 or such other time on the same or such other date as Donaldson, Lufkin
& Jenrette  Securities  Corporation and the Company shall agree in writing.  The
time and date of delivery of the Additional  Securities are hereinafter referred
to as an "Additional Securities Closing Date".

         The  documents to be  delivered  on the Closing Date or any  Additional
Securities Closing Date on behalf of the parties hereto pursuant to Section 8 of
this Agreement  shall be delivered at the offices of Simpson Thacher & Bartlett,
425 Lexington Avenue,  New York, New York, and the Securities shall be delivered
at the  Designated  Office,  all on the Closing  Date or  Additional  Securities
Closing Date, as the case may be.

         SECTION 5.  Agreements of the Company. The Company agrees with you:

         (a) In  respect  of the  offering  of  Securities,  to  (i)  prepare  a
prospectus supplement setting forth the number of Securities covered thereby and
their terms not  otherwise  specified  in the  Prospectus  pursuant to which the
Securities are being issued, the names of the Underwriters  participating in the
offering  and the  number of  Securities  which  each  severally  has  agreed to
purchase,  the names of the  Underwriters  acting  as  co-managers,  if any,  in
connection  with the  offering,  the  price at which  the  Securities  are to be
purchased by the Underwriters  from the Company,  the public offering price, the
selling  concession and  reallowance  if any, and such other  information as the
Underwriters and the Company deem appropriate in connection with the offering of
the  Securities  and (ii) file the Prospectus in a form approved by you pursuant
to Rule 424 under the Act no later than the  Commission's  close of  business on
the second  business day  following  the date of  determination  of the offering
price of the Securities.

         (b) At any time when the  Prospectus is required to be delivered  under
the Act in connection  with sales of Securities,  to advise you promptly and, if
requested by you, to confirm such advice in writing, of (i) the effectiveness of
any  amendment  to the  Registration  Statement,  (ii)  the  transmittal  to the
Commission for filing of any Prospectus or other  supplement or amendment to the
Prospectus  to be filed  pursuant to the Act,  (iii) the receipt of any comments
from the Commission  relating to the  Registration  Statement,  any  preliminary
prospectus relating to the Securities, the Prospectus or any of the transactions
contemplated  by  this  Agreement,  (iv)  any  request  by  the  Commission  for
post-effective  amendments  to  the  Registration  Statement  or  amendments  or
supplements to the Prospectus or for additional information, (v) the issuance by
the  Commission  of  any  stop  order   suspending  the   effectiveness  of  the
Registration  Statement or of the suspension of  qualification of the Securities
for offering or sale in any  jurisdiction,  or the  initiation of any proceeding
for such purposes, and (vi) the happening of any event which makes any statement
of a material fact made in the Registration  Statement or the Prospectus  untrue
or which requires the making of any additions to or changes in the  Registration
Statement  or the  Prospectus  in  order  to make  the  statements  therein  not
misleading.  The  Company  will make  every  reasonable  effort to  prevent  the
issuance  of any stop order and if at any time the  Commission  shall  issue any
stop order  suspending the  effectiveness  of the  Registration  Statement,  the
Company  will use its best efforts to obtain the  withdrawal  or lifting of such
order at the earliest possible time.

         (c)  To  furnish  to  you  one  signed  copy,  without  charge,  of the
Registration  Statement as first filed with the Commission and of each amendment
thereto, including all exhibits and documents incorporated therein by reference,
and to  furnish to you and each  Underwriter  designated  by you such  number of
conformed copies of the Registration Statement as so filed and of each amendment
to it, without exhibits and without documents incorporated therein by reference,
as you may reasonably  request.  If applicable,  the copies of the  Registration
Statement  and each  amendment  thereto  furnished to the  Underwriters  will be
identical  to the  electronically  transmitted  copies  thereof  filed  with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

         (d) At any time when the  Prospectus is required to be delivered  under
the Act in connection with sales of Securities, not to file any amendment to the
Registration  Statement or any Rule 462(b) Registration Statement or to make any
amendment or supplement to the Prospectus or any Term Sheet,  if applicable,  of
which you shall not previously  have been advised or to which you or counsel for
the  Underwriters  shall  reasonably  object;  and to prepare  and file with the
Commission,  promptly  upon  your  reasonable  request,  any  amendment  to  the
Registration  Statement,  Rule 462(b)  Registration  Statement,  Term Sheet,  or
amendment or supplement to the Prospectus  which,  in the opinion of counsel for
the  Underwriters,  may be necessary in connection with the  distribution of the
Securities  by you,  and to use its best  efforts  to cause  the same to  become
promptly  effective.  If  applicable,  the  Prospectus  and  any  amendments  or
supplements  thereto  furnished  to the  Underwriters  will be  identical to the
electronically  transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

         (e) Prior to 10:00 A.M.,  New York City time, on the first business day
after  the date of this  Agreement  and from  time to time  thereafter  for such
period as in the  opinion  of  counsel  for the  Underwriters  a  prospectus  is
required by law to be delivered in connection  with sales by an Underwriter or a
dealer,  to furnish in New York City to each  Underwriter and any dealer as many
copies of the Prospectus  (and of any amendment or supplement to the Prospectus)
as such Underwriter or dealer may reasonably request.

         (f) If during the period  specified  in Section  5(e),  any event shall
occur or condition  shall exist as a result of which,  in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the Prospectus
in order to make  the  statements  therein,  in the  light of the  circumstances
existing when the Prospectus is delivered to a purchaser, not misleading, or if,
in the  opinion of counsel for the  Underwriters,  it is  necessary  to amend or
supplement the Prospectus to comply with  applicable  law,  forthwith to prepare
and file with the  Commission  an  appropriate  amendment or  supplement  to the
Prospectus  (in form and substance  reasonably  satisfactory  to counsel for the
Underwriters)  so that  the  statements  in the  Prospectus,  as so  amended  or
supplemented,  will  not  in  the  light  of  the  circumstances  when  it is so
delivered, be misleading,  or so that the Prospectus will comply with applicable
law, and to furnish to each Underwriter and to any dealer as many copies thereof
as such Underwriter or dealer may reasonably request.

         (g) Prior to any public offering of the  Securities,  to cooperate with
you and counsel for the  Underwriters  in connection  with the  registration  or
qualification  of the Securities for offer and sale by the several  Underwriters
and by dealers under the state securities or Blue Sky laws of such jurisdictions
as you may request,  to continue such registration or qualification in effect so
long as required for distribution of the Securities and to file such consents to
service of process or other  documents  as may be  necessary  in order to effect
such registration or qualification;  provided,  however,  that the Company shall
not be required in connection  therewith to qualify as a foreign  corporation in
any  jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and  transactions  relating to the  Prospectus,  the  Registration
Statement, any preliminary prospectus or the offering or sale of the Securities,
in any jurisdiction in which it is not now so subject.

         (h) To make  generally  available to its security  holders  pursuant to
Rule 158 of the Act as soon as  practicable an earnings  statement  covering the
twelve-month  period  ending  March 31, 1999,  and to advise you in writing,  if
requested by you, when such statement has been so made available.

         (i) During the period when the  Prospectus  is required to be delivered
under the Act in connection with sales of the Securities,  to file all documents
required to be filed by it with the Commission  pursuant to Section 13, 14 or 15
of the Exchange Act within the time periods required by the Exchange Act.

         (j) So  long as the  Securities  are  outstanding,  to  mail  and  make
generally  available to all holders of the  Securities  any  reports,  financial
statements or other communications  furnished to the holders of its Common Stock
at the same time such materials are distributed to holders of the Common Stock.

         (k) So long as the  Securities  are  outstanding,  to furnish to you as
soon as available copies of all reports or other communications furnished to its
security  holders or furnished to or filed with the  Commission  or any national
securities  exchange on which any class of  securities  of the Company is listed
and such other  publicly  available  information  concerning the Company and its
subsidiaries as you may reasonably request.

         (l) Whether or not the transactions  contemplated in this Agreement are
consummated  or this  Agreement  is  terminated,  to pay or cause to be paid all
expenses  incident to the performance of its  obligations  under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's  accountants in connection with the  registration  and delivery of
the Securities  under the Act and all other fees and expenses in connection with
the preparation, printing, filing and distribution of the Registration Statement
(including financial statements and exhibits),  any preliminary prospectus,  the
Prospectus and all amendments and supplements to any of the foregoing, including
the mailing and delivering of copies thereof to the  Underwriters and dealers in
the  quantities  specified  herein,  (ii) all costs and expenses  related to the
transfer and  delivery of the  Securities  to the  Underwriters,  including  any
transfer or other taxes payable  thereon,  (iii) all costs, if any, of printing,
producing or delivering this Agreement and any other  agreements or documents in
connection with the offering, purchase, sale or delivery of the Securities, (iv)
all  expenses  in  connection  with the  registration  or  qualification  of the
Securities  for offer  and sale  under  the  securities  or Blue Sky laws of the
several  states and all costs of  printing  or  producing  any  Preliminary  and
Supplemental  Blue Sky Memoranda in connection  therewith  (including the filing
fees and fees and  disbursements  of counsel for the  Underwriters in connection
with such registration or qualification and memoranda relating thereto), (v) the
filing fees and disbursements of counsel for the Underwriters in connection with
the review and  clearance  of the  offering of the  Securities  by the  National
Association  of  Securities  Dealers,  Inc.,  if  applicable,  (vi) all fees and
expenses  in  connection  with the  preparation  and filing of the  registration
statement  on Form 8-A  relating to the  Securities  and all costs and  expenses
incident to the listing of the Securities on the Nasdaq SmallCap  Market,  (vii)
the cost of the preparation,  issuance and delivery of certificates representing
the Securities,  (viii) the costs and charges of any transfer  agent,  registrar
and/or  depositary  (including  the  Depository  Trust  Company),  (ix) any fees
charged by rating  agencies for the rating of the  Securities,  (x) the fees and
expenses  of the  Trustee  and the  Trustee's  counsel  in  connection  with the
Indenture and the Securities,  (xi) all other costs and expenses incident to the
performance of the  obligations of the Company  hereunder for which provision is
not otherwise made in this Section,  and (xii) any travel  expenses  incurred by
the  Company  in  connection  with  a  "road  show"  presentation  to  potential
investors.

         (m) To use its best efforts to list for quotation the Securities on the
Nasdaq  SmallCap  Market and to maintain  the listing of the  Securities  on the
Nasdaq SmallCap Market or any other national  securities exchange for so long as
the Securities are outstanding.

         (n) To use  the  net  proceeds  received  by it  from  the  sale of the
Securities in the manner  specified in the Prospectus  Supplement  under "Use of
Proceeds".

         (o) During the period  beginning on the date hereof and  continuing  to
and  including  the  Closing  Date,  not to  offer,  sell,  contract  to sell or
otherwise  transfer  or dispose  of any debt  securities  of the  Company or any
warrants,  rights or options to purchase or otherwise acquire debt securities of
the  Company  substantially  similar  to the  Securities  (other  than  (i)  the
Securities and (ii) commercial paper issued in the ordinary course of business),
without the prior  written  consent of Donaldson,  Lufkin & Jenrette  Securities
Corporation.

         (p) Not to voluntarily  claim,  and to actively  resist any attempts to
claim, the benefit of any usury laws against the holders of the Securities.

         (q) To use its best  efforts to do and perform  all things  required or
necessary to be done and performed  under this Agreement by the Company prior to
the Closing Date and to satisfy all conditions  precedent to the delivery of the
Securities.

         (r) If the Registration  Statement at the time of the  effectiveness of
this  Agreement  does not cover  all of the  Securities,  to file a Rule  462(b)
Registration  Statement  with the Commission  registering  the Securities not so
covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the
date of this Agreement and to pay to the Commission the filing fee for such Rule
462(b)  Registration  Statement  at the time of the  filing  thereof  or to give
irrevocable  instructions  for the  payment of such fee  pursuant to Rule 111(b)
under the Act.

         SECTION 6.  Representations and Warranties of the Company.  The Company
represents and warrants to each Underwriter that:

         (a) The Company  meets the  requirements  for use of Form S-3,  and the
Registration  Statement on Form S-3 relating to the Securities has been prepared
by the  Company  under the  provisions  of the Act and has been  filed  with and
declared effective by the Commission.

         (b) The  Registration  Statement has become  effective  (other than any
Rule  462(b)  Registration  Statement  to be  filed  by the  Company  after  the
effectiveness of this Agreement);  any Rule 462(b) Registration  Statement filed
after the  effectiveness  of this Agreement will become  effective no later than
10:00 P.M., New York City time, on the date of this Agreement; and no stop order
suspending the effectiveness of the Registration  Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.

         (c) (i) Each  document,  if any,  filed or to be filed  pursuant to the
Exchange Act and  incorporated  by reference in the Prospectus  complied or will
comply when so filed in all material  respects  with the Exchange  Act; (ii) the
Registration  Statement (other than any Rule 462(b) Registration Statement to be
filed by the Company after the effectiveness of this Agreement),  when it became
effective, did not contain and, as amended, if applicable,  will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
(iii)  the  Registration  Statement  (other  than any Rule  462(b)  Registration
Statement to be filed by the Company after the  effectiveness of this Agreement)
and the Prospectus comply and, as amended or supplemented,  if applicable,  will
comply in all material respects with the Act, (iv) if the Company is required to
file a Rule  462(b)  Registration  Statement  after  the  effectiveness  of this
Agreement,  such Rule 462(b) Registration  Statement and any amendments thereto,
when they  become  effective  (A) will not  contain  any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the  statements  therein not misleading and (B) will comply in
all material  respects with the Act and (v) the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading,  except that the  representations and warranties set forth
in this  paragraph do not apply to statements  or omissions in the  Registration
Statement or the Prospectus based upon  information  relating to any Underwriter
furnished  to the  Company by such  Underwriter  through you  expressly  for use
therein.  For all purposes of this Agreement,  the amounts of selling concession
and   reallowance   set  forth  in  the  Prospectus  and  the  portions  of  the
"Underwriting"  section  set  forth in the  letter  of the  Underwriters  to the
Company constitute the only information relating to any Underwriter furnished to
the Company by the Underwriters  specifically for inclusion in the Prospectus or
the  Registration  Statement.  The  Company  has not  distributed  any  offering
material in connection  with the offering or sale of the  Securities  other than
the Registration Statement,  the preliminary  prospectus,  the Prospectus or any
other materials, if any, permitted by the Act.

         (d)  Each  preliminary  prospectus  filed  as part of the  Registration
Statement as  originally  filed or as part of any  amendment  thereto,  or filed
pursuant  to Rule 424  under  the Act,  complied  when so filed in all  material
respects  with the Act,  and did not contain an untrue  statement  of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in the light of the circumstances  under which
they were made, not misleading,  except that the  representations and warranties
set forth in this  paragraph  do not apply to  statements  or  omissions  in any
preliminary  prospectus  based  upon  information  relating  to any  Underwriter
furnished  to the  Company by such  Underwriter  through you  expressly  for use
therein.

         (e) Each of the Company and its Significant  Subsidiaries  set forth on
the  attached  Schedule  II  (the  "Significant  Subsidiaries")  has  been  duly
incorporated,  is validly  existing as a corporation  in good standing under the
laws of its  jurisdiction  of  incorporation  and has the  corporate  power  and
authority to carry on its business as  described in the  Prospectus  and to own,
lease and  operate its  properties,  and each is duly  qualified  and is in good
standing as a foreign corporation authorized to do business in each jurisdiction
in which the nature of its  business  or its  ownership  or leasing of  property
requires such  qualification,  except where the failure to be so qualified would
not  have a  material  adverse  effect  on the  business,  prospects,  financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

         (f) There are no outstanding subscriptions,  rights, warrants, options,
calls,  convertible securities (other than the Securities),  commitments of sale
or liens (other than those granted pursuant to the credit agreement  between the
Company and Harris Trust and Savings Bank dated June 19, 1996) granted or issued
by the Company or any of its Significant  Subsidiaries  relating to or entitling
any person to purchase or otherwise  to acquire any shares of the capital  stock
of the  Company  or any of its  Significant  Subsidiaries,  except as  otherwise
disclosed in the Registration Statement.

         (g) All the  outstanding  shares of capital  stock of the Company  have
been duly authorized and validly issued and are fully paid,  non-assessable  and
not subject to any preemptive or similar rights.

         (h) All of the  outstanding  shares  of  capital  stock  of each of the
Company's Significant  Subsidiaries have been duly authorized and validly issued
and are fully paid and non-assessable, and are owned by the Company, directly or
indirectly through one or more Significant  Subsidiaries,  free and clear of any
security interest,  claim, lien (other than those granted pursuant to the credit
agreement  between the Company and Harris  Trust and Savings Bank dated June 19,
1996), encumbrance or adverse interest of any nature (each, a "Lien").

         (i) The Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended (the "Trust  Indenture  Act"), and has been duly authorized,
executed and delivered by the Company and, assuming due authorization, execution
and  delivery  thereof by the Trustee,  is a valid and binding  agreement of the
Company,   enforceable   in  accordance   with  its  terms  except  as  (A)  the
enforceability  thereof  may be limited by  bankruptcy,  insolvency,  fraudulent
conveyance, reorganization,  moratorium or similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing  and (B)  rights  of  acceleration  and the  availability  of  equitable
remedies may be limited by equitable principles of general applicability.

         (j) The Securities  have been duly authorized and, on the Closing Date,
will  have  been  validly  executed  and  delivered  by the  Company.  When  the
Securities  have  been  executed  and   authenticated  in  accordance  with  the
provisions of the Indenture and delivered to and paid for by the Underwriters in
accordance with the terms of this Agreement,  the Securities will be entitled to
the benefits of the Indenture and will be valid and binding  obligations  of the
Company,   enforceable  in  accordance  with  their  terms  except  as  (A)  the
enforceability  thereof  may be limited by  bankruptcy,  insolvency,  fraudulent
conveyance, reorganization,  moratorium or similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing  and (B)  rights  of  acceleration  and the  availability  of  equitable
remedies may be limited by equitable principles of general applicability.

         (k) The Securities  conform in all material respects to the description
thereof contained in the Prospectus.

         (l) Neither the Company nor any of its  Significant  Subsidiaries is in
violation of its respective  charter or by-laws or in default in the performance
of any obligation,  agreement, covenant or condition contained in any indenture,
loan agreement, mortgage, lease or other agreement or instrument which violation
or  default  would  have a  material  adverse  effect  on the  Company  and  its
subsidiaries,  taken as a whole,  to which the Company or any of its Significant
Subsidiaries  is a party  or by  which  the  Company  or any of its  Significant
Subsidiaries or their respective property is bound.

         (m) The  execution,  delivery and  performance of this  Agreement,  the
Indenture and the Securities by the Company,  the compliance by the Company with
all the provisions  hereof and thereof and the  consummation of the transactions
contemplated  hereby and thereby  will not (i) require  any  consent,  approval,
authorization  or  other  order  of,  or   qualification   with,  any  court  or
governmental  body or  agency  (except  such as may be  required  and  shall  be
obtained as provided by this Agreement  under the securities or Blue Sky laws of
the various  states),  (ii)  conflict  with or constitute a breach of any of the
terms or  provisions  of, or a default  under,  the  charter  or  by-laws of the
Company or any of its Significant Subsidiaries or any indenture, loan agreement,
mortgage,  lease or other agreement or instrument the breach of or default under
which would have a material adverse effect on the Company and its  subsidiaries,
taken as a whole, to which the Company or any of its Significant Subsidiaries is
a party or by which the Company or any of its Significant  Subsidiaries or their
respective  property is bound, (iii) violate or conflict with any applicable law
or  any  rule,  regulation,  judgment,  order  or  decree  of any  court  or any
governmental  body or agency having  jurisdiction  over the Company,  any of its
Significant  Subsidiaries  or their  respective  property,  (iv)  result  in the
imposition  or creation of (or the  obligation to create or impose) a Lien under
any  agreement  or  instrument  to which the  Company or any of its  Significant
Subsidiaries  is a party  or by  which  the  Company  or any of its  Significant
Subsidiaries  or  their  respective  property  is  bound  or (v)  result  in the
suspension,  termination  or  revocation  of any  Authorization  (as  defined in
subparagraph (o) below) of the Company or any of its Significant Subsidiaries or
any other impairment of the rights of the holder of any such Authorization.

         (n) There are no legal or governmental  proceedings  pending or, to the
best of the Company's  knowledge,  threatened to which the Company or any of its
Significant  Subsidiaries  is or  could  be a party  or to  which  any of  their
respective  property is or could be subject that are required to be described in
the  Registration  Statement or the  Prospectus and are not so described and, to
the best of the Company's  knowledge,  no such proceedings which may be material
with  respect to the  Company  and its  subsidiaries  taken as a whole have been
threatened against the Company or any of its Significant  Subsidiaries;  nor are
there any statutes, regulations,  contracts or other documents that are required
to be described in the  Registration  Statement or the Prospectus or to be filed
as exhibits to the Registration  Statement that are not so described or filed as
required.

         (o) Neither the Company  nor any of its  Significant  Subsidiaries  has
violated any foreign,  federal, state or local law or regulation relating to the
protection  of human health and safety,  the  environment  or hazardous or toxic
substances or wastes,  pollutants or contaminants  ("Environmental  Laws"),  any
provisions of the Employee  Retirement  Income Security Act of 1974, as amended,
or any  provisions  of the  Foreign  Corrupt  Practices  Act  or the  rules  and
regulations promulgated thereunder,  except for such violations which, singly or
in the  aggregate,  would not have a material  adverse  effect on the  business,
prospects,  financial  condition  or results of operation of the Company and its
subsidiaries, taken as a whole.

         (p)  Each of the  Company  and its  Significant  Subsidiaries  has such
permits, licenses, consents,  exemptions,  franchises,  authorizations and other
approvals  (each,  an  "Authorization")  of, and has made all  filings  with and
notices to, all  governmental  or  regulatory  authorities  and  self-regulatory
organizations and all courts and other tribunals, including, without limitation,
under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business,  except where
the failure to have any such  Authorization or to make any such filing or notice
would not,  singly or in the  aggregate,  have a material  adverse effect on the
business, prospects, financial condition or results of operations of the Company
and its subsidiaries,  taken as a whole. Each such Authorization is valid and in
full force and effect and each of the Company and its  Significant  Subsidiaries
is in  compliance  in all material  respects  with all the terms and  conditions
thereof and with the rules and  regulations  of the  authorities  and  governing
bodies  having  jurisdiction  with  respect  thereto;  and no event has occurred
(including,  without limitation, the receipt of any notice from any authority or
governing  body) which allows or,  after notice or lapse of time or both,  would
allow,  revocation,  suspension  or  termination  of any such  Authorization  or
results or,  after  notice or lapse of time or both,  would  result in any other
impairment of the rights of the holder of any such  Authorization;  except where
such  failure to be valid and in full  force and effect or to be in  compliance,
the occurrence of any such event or the presence of any such  restriction  would
not, singly or in the aggregate, have a material adverse effect on the business,
prospects,  financial  condition or results of operations of the Company and its
subsidiaries, taken as a whole.

         (q) There are no costs or  liabilities  associated  with  Environmental
Laws  (including,  without  limitation,  any capital or  operating  expenditures
required for clean-up,  closure of properties or compliance  with  Environmental
Laws or any Authorization,  any related constraints on operating  activities and
any  potential  liabilities  to third  parties)  which  would,  singly or in the
aggregate, have a material adverse effect on the business, prospects,  financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

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

         (s) Arthur Andersen LLP are independent public accountants with respect
to the Company and its subsidiaries as required by the Act.

         (t) The consolidated  financial statements included in the Registration
Statement and the Prospectus (and any amendment or supplement thereto), together
with related  schedules and notes,  present  fairly the  consolidated  financial
position, results of operations and changes in financial position of the Company
and its  subsidiaries on the basis stated therein at the respective dates or for
the  respective  periods  to which  they  apply;  such  statements  and  related
schedules  and notes have been prepared in accordance  with  generally  accepted
accounting  principles  consistently  applied  throughout the periods  involved,
except as disclosed therein; the supporting  schedules,  if any, included in the
Registration  Statement  present fairly in accordance  with  generally  accepted
accounting  principles the information  required to be stated  therein;  and the
other  financial  and  statistical   information  and  data  set  forth  in  the
Registration  Statement  and the  Prospectus  (and any  amendment or  supplement
thereto) are, in all material respects,  accurately  presented and prepared on a
basis consistent with such financial statements and the books and records of the
Company.

         (u) The Company and each of its  Significant  Subsidiaries  maintains a
system  of  internal   accounting  controls  sufficient  to  provide  reasonable
assurance that (i)  transactions  are executed in accordance  with  management's
general or specific authorizations;  (ii) transactions are recorded as necessary
to permit  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  and to maintain  asset  accountability;  (iii)
access to assets is permitted only in accordance  with  management's  general or
specific  authorization;  and (iv) the  recorded  accountability  for  assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

         (v) The Company is not and,  after  giving  effect to the  offering and
sale of the Securities and the application of the proceeds  thereof as described
in the Prospectus,  will not be, an "investment company" as such term is defined
in the  Investment  Company Act of 1940, as amended,  or a "holding  company" as
such term is defined in the  Public  Utility  Holding  Company  Act of 1935,  as
amended.

         (w) There are no contracts,  agreements or  understandings  between the
Company and any person  granting such person the right to require the Company to
file a  registration  statement  under the Act with respect to any securities of
the  Company or to require  the  Company to  include  such  securities  with the
Securities registered pursuant to the Registration Statement.

         (x) No "nationally  recognized statistical rating organization" as such
term is defined for purposes of Rule  436(g)(2)  under the Act has  indicated to
the Company that it is considering (i) the downgrading, suspension or withdrawal
of, or any review for a possible  change that does not indicate the direction of
the possible  change in, any rating assigned to the Company or any securities of
the  Company or (ii) any change in the  outlook for any rating of the Company or
any securities of the Company.

         (y) Since the respective dates as of which  information is given in the
Prospectus  other  than  as  set  forth  in  the  Prospectus  (exclusive  of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development  involving
a prospective material adverse change in the condition,  financial or otherwise,
or the  earnings,  business,  management  or  operations  of the Company and its
subsidiaries,  taken as a whole,  (ii) there has not been any  material  adverse
change or any development involving a prospective material adverse change in the
capital stock or in the long-term debt of the Company or any of its  Significant
Subsidiaries   and  (iii)  neither  the  Company  nor  any  of  its  Significant
Subsidiaries  has  incurred  any material  liability  or  obligation,  direct or
contingent  that is likely to have a material  adverse effect on the Company and
its subsidiaries taken as a whole.

         (z) Each certificate signed by any officer of the Company and delivered
to the  Underwriters  or counsel  for the  Underwriters  shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby.

         SECTION 7.  Indemnification.  (a) The Company  agrees to indemnify  and
hold harmless each Underwriter,  its directors, its officers and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the  Exchange  Act,  from and against any and all losses,  claims,
damages, liabilities and judgments (including,  without limitation, to reimburse
any legal or other expenses reasonably incurred in connection with investigating
or defending any matter,  including any action, that could give rise to any such
losses, claims, damages, liabilities or judgments as such expenses are incurred)
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in  the  Registration  Statement  (or  any  amendment  thereto),  the
Prospectus  (or  any  amendment  or  supplement   thereto)  or  any  preliminary
prospectus,  or caused by any  omission or alleged  omission to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  except  insofar  as  such  losses,  claims,  damages,
liabilities or judgments are caused by any such untrue  statement or omission or
alleged  untrue  statement or omission  based upon  information  relating to any
Underwriter  furnished to the Company by such Underwriter  through you expressly
for use therein; provided,  however, that the foregoing indemnity agreement with
respect  to any  preliminary  prospectus  shall not inure to the  benefit of any
Underwriter who failed to deliver a Prospectus (as then amended or supplemented,
provided by the Company to the several  Underwriters  in the requisite  quantity
and on a timely basis to permit proper delivery on or prior to the Closing Date)
to the  person  asserting  any  losses,  claims,  damages  and  liabilities  and
judgements  caused by any untrue  statement  or alleged  untrue  statement  of a
material fact contained in any preliminary prospectus, or caused by any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or  necessary to make the  statements  therein not  misleading,  if such
material  misstatement or omission or alleged material  misstatement or omission
was cured in such  Prospectus  and such  Prospectus  was  required  by law to be
delivered at or prior to the written confirmation of sale to such person.

         (b) Each Underwriter  agrees,  severally and not jointly,  to indemnify
and  hold  harmless  the  Company,  its  directors,  its  officers  who sign the
Registration  Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the  Exchange  Act, to the
same extent as the foregoing indemnity from the Company to such Underwriter, and
to reimburse any legal or other expenses  reasonably  incurred by the Company in
connection with investigating or defending any loss, claim, damage, liability or
action as such expenses are  incurred,  but only with  reference to  information
relating  to such  Underwriter  furnished  in  writing  to the  Company  by such
Underwriter through you expressly for use in the Registration  Statement (or any
amendment  thereto),  the Prospectus (or any amendment or supplement thereto) or
any preliminary prospectus.

         (c) In case any  action  shall be  commenced  involving  any  person in
respect of which  indemnity may be sought  pursuant to Section 7(a) or 7(b) (the
"indemnified  party"),  the  indemnified  party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying  party") in writing
and the  indemnifying  party shall assume the defense of such action,  including
the employment of counsel  reasonably  satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel,  as incurred  (except that
in the case of any action in respect of which  indemnity may be sought  pursuant
to both Sections 7(a) and 7(b), the Underwriter  shall not be required to assume
the  defense  of such  action  pursuant  to this  Section  7(c),  but may employ
separate  counsel  and  participate  in the  defense  thereof,  but the fees and
expenses of such counsel,  except as provided below,  shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof,  but the fees
and expenses of such counsel  shall be at the expense of the  indemnified  party
unless  (i)  the  employment  of  such  counsel  shall  have  been  specifically
authorized in writing by the indemnifying  party,  (ii) the  indemnifying  party
shall  have  failed to  assume  the  defense  of such  action or employ  counsel
reasonably  satisfactory to the indemnified  party or (iii) the named parties to
any such action  (including any impleaded  parties) include both the indemnified
party and the  indemnifying  party,  and the  indemnified  party shall have been
advised by such counsel that there may be one or more legal  defenses  available
to it  which  are  different  from  or  additional  to  those  available  to the
indemnifying  party (in which  case the  indemnifying  party  shall not have the
right to assume the defense of such action on behalf of the indemnified  party).
In any such case, the  indemnifying  party shall not, in connection with any one
action or  separate  but  substantially  similar or related  actions in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by Donaldson,  Lufkin & Jenrette Securities Corporation,  in the case
of parties indemnified pursuant to Section 7(a), and by the Company, in the case
of parties  indemnified  pursuant to Section 7(b). The indemnifying  party shall
indemnify and hold harmless the  indemnified  party from and against any and all
losses, claims,  damages,  liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than thirty business days
after the indemnifying  party shall have received a request from the indemnified
party for  reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying  party) and, prior
to the date of such  settlement,  the  indemnifying  party  shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior  written  consent  of the  indemnified  party,  effect any  settlement  or
compromise  of, or consent to the entry of judgment with respect to, any pending
or threatened  action in respect of which the indemnified party is or could have
been a party and  indemnity  or  contribution  may be or could have been  sought
hereunder  by the  indemnified  party,  unless such  settlement,  compromise  or
judgment (i) includes an unconditional release of the indemnified party from all
liability  on  claims  that are or could  have been the  subject  matter of such
action and (ii) does not include a  statement  as to or an  admission  of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

         (d) To the extent the indemnification provided for in this Section 7 is
unavailable to an indemnified  party or  insufficient  in respect of any losses,
claims,  damages,  liabilities  or  judgments  referred  to  therein,  then each
indemnifying  party,  in lieu of  indemnifying  such  indemnified  party,  shall
contribute to the amount paid or payable by such  indemnified  party as a result
of  such  losses,  claims,  damages,  liabilities  and  judgments  (i)  in  such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Securities or (ii) if the allocation  provided by clause 7(d)(i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative  benefits referred to in clause 7(d)(i) above but also the
relative fault of the Company on the one hand and the  Underwriters on the other
hand in  connection  with the  statements  or omissions  which  resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable  considerations.  The relative benefits received by the Company on the
one hand and the  Underwriters  on the other  hand  shall be deemed to be in the
same  proportion  as the total net proceeds from the offering  (after  deducting
underwriting  discounts and commissions but before deducting  expenses) received
by the Company, and the total underwriting discounts and commissions received by
the  Underwriters,  bear to the total price to the public of the Securities,  in
each case as set forth in the table on the  cover  page of the  Prospectus.  The
relative fault of the Company on the one hand and the  Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged  untrue  statement  of a  material  fact or the  omission  or alleged
omission to state a material fact relates to information supplied by the Company
or the  Underwriters  and the parties'  relative  intent,  knowledge,  access to
information and opportunity to correct or prevent such statement or omission.

         The  Company and the  Underwriters  agree that it would not be just and
equitable if  contribution  pursuant to this Section 7(d) were determined by pro
rata allocation  (even if the  Underwriters  were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages,  liabilities  or  judgments  referred  to in  the  immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with  investigating  or defending any matter,  including any
action, that could have given rise to such losses, claims, damages,  liabilities
or judgments.  Notwithstanding  the provisions of this Section 7, no Underwriter
shall be required to contribute  any amount in excess of the amount by which the
total price at which the Securities  underwritten  by it and  distributed to the
public were offered to the public  exceeds the amount of any damages  which such
Underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.   The  Underwriters'  obligations  to  contribute
pursuant  to this  Section  7(d) are  several in  proportion  to the  respective
principal amount of Securities  purchased by each of the Underwriters  hereunder
and not joint.

         (e) The remedies  provided for in this Section 7 are not  exclusive and
shall not limit any rights or remedies  which may  otherwise be available to any
indemnified party at law or in equity.

         SECTION  8.  Conditions  of  Underwriters'  Obligations.   The  several
obligations of the  Underwriters to purchase the Securities under this Agreement
are subject to the satisfaction of each of the following conditions:

         (a) All the  representations and warranties of the Company contained in
this Agreement shall be true and correct on the Closing Date with the same force
and effect as if made on and as of the Closing Date.

         (b) At the Closing Date, no stop order suspending the  effectiveness of
the  Registration  Statement  shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or  contemplated by
the Commission.

         (c) The Prospectus  and any amendment or supplement  thereto shall have
been filed with the Commission in the manner and within the time period required
by Rules 434 and 424(b) under the Act.

         (d) On or after the date hereof,  (i) there shall not have occurred any
downgrading,  suspension or withdrawal  of, nor shall any notice have been given
of any potential or intended downgrading, suspension or withdrawal of, or of any
review (or of any potential or intended  review) for a possible change that does
not indicate the direction of the possible  change in, any rating of the Company
or any securities of the Company (including,  without limitation, the placing of
any of the  foregoing  ratings  on credit  watch  with  negative  or  developing
implications  or under review with an uncertain  direction)  by any  "nationally
recognized statistical rating organization" as such term is defined for purposes
of Rule 436(g)(2)  under the Act, (ii) there shall not have occurred any change,
nor shall any notice have been given of any potential or intended change, in the
outlook  for any rating of the Company or any  securities  of the Company by any
such rating  organization and (iii) no such rating organization shall have given
notice that it has assigned (or is considering  assigning) a lower rating to the
Securities than that on which the Securities were marketed.

         (e) Since the respective dates as of which  information is given in the
Prospectus  other  than  as  set  forth  in  the  Prospectus  (exclusive  of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any adverse change or any development  involving a
prospective  adverse  change in the  condition,  financial or otherwise,  or the
earnings,   business,   management   or   operations  of  the  Company  and  its
subsidiaries,  taken as a whole,  (ii)  there  shall not have  been any  adverse
change or any development  involving a prospective adverse change in the capital
stock  or in the  long-term  debt  of  the  Company  or  any of its  Significant
Subsidiaries   and  (iii)  neither  the  Company  nor  any  of  its  Significant
Subsidiaries  shall  have  incurred  any  liability  or  obligation,  direct  or
contingent,  the effect of which,  in any such case described in clause 8(e)(i),
8(e)(ii) or 8(e)(iii),  in your judgment, is material and adverse to the Company
and  its  subsidiaries  taken  as a  whole  and,  in  your  judgment,  makes  it
impracticable  to  market  the  Securities  on  the  terms  and  in  the  manner
contemplated in the Prospectus.

         (f) You shall have received on the Closing Date a certificate dated the
Closing Date,  signed by the Chairman of the Board,  the President or one of the
Executive Vice Presidents and the Chief Financial  Officer or the Vice President
and  Controller  of the  Company,  confirming  the matters set forth in Sections
6(y), 8(a), 8(b), 8(c), 8(d) and 8(e) and that the Company has complied with all
of the  agreements  and satisfied  all of the  conditions  herein  contained and
required  to be  complied  with or  satisfied  by the Company on or prior to the
Closing Date.

         (g)  You  shall  have   received  on  the   Closing   Date  an  opinion
(satisfactory to you and counsel for the Underwriters),  dated the Closing Date,
of Simpson Thacher & Bartlett, counsel for the Company, to the effect that:

                  (i)  the  Company  has  been  duly  incorporated,  is  validly
         existing  as a  corporation  in good  standing  under  the  laws of its
         jurisdiction of incorporation and has the corporate power and authority
         to carry on its business as described in the Prospectus;

                  (ii) the  Securities  have  been  duly  authorized  and,  when
         executed  by the  Company  in  accordance  with the  provisions  of the
         Indenture, assuming due authentication,  execution and delivery thereof
         by the Trustee,  and delivered to and paid for by the  Underwriters  in
         accordance  with the terms of this  Agreement,  will be entitled to the
         benefits of the Indenture and will be valid and binding  obligations of
         the Company,  enforceable in accordance  with their terms except as (A)
         the  enforceability  thereof may be limited by bankruptcy,  insolvency,
         fraudulent  conveyance,  reorganization,  moratorium  or  similar  laws
         relating to or affecting creditors' rights generally, general equitable
         principles (whether considered in a proceeding in equity or at law) and
         an implied  covenant  of good faith and fair  dealing and (B) rights of
         acceleration and the availability of equitable  remedies may be limited
         by equitable principles of general applicability;

                  (iii) the  Indenture has been duly  qualified  under the Trust
         Indenture Act and has been duly  authorized,  executed and delivered by
         the Company and,  assuming due  authorization,  execution  and delivery
         thereof  by the  Trustee,  is a  valid  and  binding  agreement  of the
         Company,  enforceable  in  accordance  with its terms except as (A) the
         enforceability  thereof  may  be  limited  by  bankruptcy,  insolvency,
         fraudulent  conveyance,  reorganization,  moratorium  or  similar  laws
         relating to or affecting creditors' rights generally, general equitable
         principles (whether considered in a proceeding in equity or at law) and
         an implied  covenant  of good faith and fair  dealing and (B) rights of
         acceleration and the availability of equitable  remedies may be limited
         by equitable principles of general applicability;

                  (iv) this  Agreement  has been duly  authorized,  executed and
         delivered by the Company;

                  (v) the Registration  Statement has become effective under the
         Act and the Prospectus  was filed with the Commission  pursuant to Rule
         424 within the applicable time period prescribed by Rule 424;

                  (vi) the statements  under the captions  "Description  of Debt
         Securities",  "Description of Capital Stock" and "Description of Notes"
         in the Prospectus and Item 15 of Part II of the Registration Statement,
         insofar as such statements constitute a summary of (i) the terms of the
         Company's capital stock,  constitute accurate summaries of the terms of
         such  capital  stock in all  material  respects,  (ii) the terms of the
         Company's  debt  securities,   including  the  Securities,   constitute
         accurate summaries of the terms of such debt securities in all material
         respects and (iii) the legal matters, documents or proceedings referred
         to therein, are accurate in all material respects;

                  (vii) the statements  under the caption "Certain United States
         Federal Income Tax  Consequences"  in the  Prospectus,  insofar as such
         statements  purport to constitute a summary of matters of United States
         federal  tax law and  regulations  or legal  conclusions  with  respect
         thereto, constitute accurate summaries of the matters described therein
         in all material respects;

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

                  (ix) (A) each document, if any, filed pursuant to the Exchange
         Act  and  incorporated  by  reference  in the  Prospectus  (except  for
         financial  statements and other  financial data included  therein as to
         which no opinion need be  expressed)  complied when so filed as to form
         in all material  respects with the Exchange  Act, (B) the  Registration
         Statement and the Prospectus  and any  supplement or amendment  thereto
         (except for the financial  statements and other financial data included
         therein  as to which no opinion  need be  expressed)  complied  when so
         filed  as to form in all  material  respects  with  the  Act,  (C) such
         counsel  has no reason  to  believe  that at the time the  Registration
         Statement,  or any further  amendment thereto made by the Company prior
         to the Closing  Date,  became  effective,  the  Registration  Statement
         (except for the financial  statements and other financial data included
         therein as to which such counsel need not express any belief and except
         for  that  part of the  Registration  Statement  that  constitutes  the
         Statement  of  Eligibility  (Form T-1) under the Trust  Indenture  Act)
         contained any untrue statement of a material fact or omitted to state a
         material  fact  required to be stated  therein or necessary to make the
         statements  therein not  misleading,  (D) such counsel has no reason to
         believe that the Prospectus, as amended or supplemented,  if applicable
         (except for the financial  statements and other  financial  data, as to
         which such  counsel  need not express any belief)  contains  any untrue
         statement  of a  material  fact  or  omits  to  state a  material  fact
         necessary in order to make the statements  therein, in the light of the
         circumstances  under which they were made, not  misleading,  and (E) to
         such counsel's knowledge, no stop order suspending the effectiveness of
         the Registration Statement or any post-effective  amendment thereto and
         no order  directed at any  document  incorporated  by  reference in the
         Registration Statement, the Prospectus,  or any amendment or supplement
         thereto  has  been  issued,  and  to  such  counsel's   knowledge,   no
         proceedings  for that purpose have been instituted or threatened by the
         Commission.

         The opinion of Simpson  Thacher & Bartlett  described  in Section  8(g)
above  shall be rendered to you at the request of the Company and shall so state
therein.  In giving such opinion,  Simpson Thacher & Bartlett may state that (1)
their  opinion is limited to matters  governed by the federal laws of the United
States of America, the laws of the State of New York and the General Corporation
Law of the State of Delaware, and that such counsel is not admitted in the State
of  Delaware  and (2) as to matters of fact,  they rely to the extent  they deem
proper on certificates of responsible  officers of the Company and  certificates
or other written statements of officers of departments of various  jurisdictions
having custody of documents  respecting the corporate existence or good standing
of the Company and its subsidiaries.

         In giving such opinions with respect to the matters  covered by Section
8(g)(ix)  above,  Simpson  Thacher & Bartlett  may state that their  opinion and
belief are based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and documents
incorporated  therein by  reference  and review and  discussion  of the contents
thereof, but is without independent check or verification except as specified.

         (h)  You  shall  have   received  on  the   Closing   Date  an  opinion
(satisfactory to you and counsel for the Underwriters),  dated the Closing Date,
of the General Counsel to the Company to the effect that:

                  (i) all the outstanding shares of capital stock of the Company
         have  been duly  authorized  and  validly  issued  and are fully  paid,
         non-assessable and not subject to any preemptive or similar rights;

                  (ii)   each   of  the   Company's   Significant   Subsidiaries
         incorporated in the United States is validly  existing as a corporation
         in good standing under the laws of its  jurisdiction  of  incorporation
         and has the  corporate  power and authority to carry on its business as
         described in the Prospectus;  and with respect to each of the Company's
         Significant  Subsidiaries  incorporated  in a jurisdiction  outside the
         United States,  such counsel will make  equivalent  representations  in
         accordance  with the laws of the  jurisdiction  of each such non-United
         States Significant Subsidiary;

                  (iii) each of the  Company  and its  Significant  Subsidiaries
         incorporated  in the  United  States is duly  qualified  and is in good
         standing  as a foreign  corporation  authorized  to do business in each
         jurisdiction  in which the nature of its  business or its  ownership or
         leasing of  property  requires  such  qualification,  except  where the
         failure to be so qualified would not have a material  adverse effect on
         the business,  prospects,  financial condition or results of operations
         of the Company and its subsidiaries, taken as a whole; and with respect
         to each of the Company's  Significant  Subsidiaries  incorporated  in a
         jurisdiction   outside  the  United  States,  such  counsel  will  make
         equivalent   representations   in  accordance  with  the  laws  of  the
         jurisdiction of each such non-United States Significant Subsidiary;

                  (iv) all of the outstanding shares of capital stock of each of
         the  Company's  Significant  Subsidiaries  incorporated  in the  United
         States have been duly  authorized and validly issued and are fully paid
         and  non-assessable,   and  are  owned  by  the  Company,  directly  or
         indirectly,  through  one or more  subsidiaries,  free and clear of any
         Lien;   and  with  respect  to  each  of  the   Company's   Significant
         Subsidiaries  incorporated in a jurisdiction outside the United States,
         such counsel will make  equivalent  representations  in accordance with
         the laws of the jurisdiction of each such non-United States Significant
         Subsidiary;

                  (v)  neither the  Company  nor, to the best of such  counsel's
         knowledge,  any of its Significant  Subsidiaries is in violation of its
         respective  charter  or  by-laws  and,  to the  best of such  counsel's
         knowledge,  neither the Company nor any of its Significant Subsidiaries
         is in default in the performance of any obligation, agreement, covenant
         or condition  contained in any  indenture,  loan  agreement,  mortgage,
         lease or other  agreement or  instrument to which the Company or any of
         its Significant  Subsidiaries is a party or by which the Company or any
         of its Significant  Subsidiaries or their respective  property is bound
         the violation or default of which would have a material  adverse effect
         on the Company and its subsidiaries, taken as a whole;

                  (vi)  the   execution,   delivery  and   performance  of  this
         Agreement,  the  Indenture  and  the  Securities  by the  Company,  the
         compliance  by the Company with all the  provisions  hereof and thereof
         and  the  consummation  of the  transactions  contemplated  hereby  and
         thereby will not (A) require any consent,  approval,  authorization  or
         other order of, or qualification  with, any court or governmental  body
         or agency  (except such as may be required under the securities or Blue
         Sky laws of the various  states),  (B)  conflict  with or  constitute a
         breach of any of the terms or provisions  of, or a default  under,  the
         charter  or by-laws of the  Company  or, to the best of such  counsel's
         knowledge, any of its Significant  Subsidiaries or any indenture,  loan
         agreement,  mortgage,  lease or other  agreement or instrument  that is
         material  to the  Company and its  subsidiaries,  taken as a whole,  to
         which the Company or any of its Significant  Subsidiaries is a party or
         by which the Company or any of its  Significant  Subsidiaries  or their
         respective  property  is  bound,  (C) to the  best  of  such  counsel's
         knowledge,  violate or conflict  with any  applicable  law or any rule,
         regulation,  judgment, order or decree of any court or any governmental
         body  or  agency  having  jurisdiction  over  the  Company,  any of its
         Significant  Subsidiaries or their respective property, (D) to the best
         of such  counsel's  knowledge,  result in the imposition or creation of
         (or the  obligation  to create or impose) a Lien under any agreement or
         instrument to which the Company or any of its Significant  Subsidiaries
         is a  party  or  by  which  the  Company  or  any  of  its  Significant
         Subsidiaries or their  respective  property is bound or (E) to the best
         of such counsel's knowledge,  result in the suspension,  termination or
         revocation  of  any   Authorization  of  the  Company  or  any  of  its
         Significant  Subsidiaries or any other  impairment of the rights of the
         holder of any such Authorization;

                  (vii)  (A)  there  are no  legal or  governmental  proceedings
         pending  or, to the best of such  counsel's  knowledge,  threatened  to
         which  the  Company  is or  could  be a party  or to  which  any of its
         property is or could be subject  that are  required to be  described in
         the Registration  Statement or the Prospectus and are not so described,
         or of any statutes, regulations,  contracts or other documents that are
         required  to  be  described  in  the  Registration   Statement  or  the
         Prospectus  or to be filed as  exhibits to the  Registration  Statement
         that are not so  described  or filed as required and (B) to the best of
         such  counsel's   knowledge,   there  are  no  legal  or   governmental
         proceedings  pending  or  threatened  to  which  any of  the  Company's
         Significant  Subsidiaries  is or could  be a party  or to which  any of
         their  respective  property is or could be subject that are required to
         be described in the  Registration  Statement or the  Prospectus and are
         not so described, or of any statutes,  regulations,  contracts or other
         documents  that  are  required  to be  described  in  the  Registration
         Statement  or  the  Prospectus  or to  be  filed  as  exhibits  to  the
         Registration Statement that are not so described or filed as required;

                  (viii) to the best of such  counsel's  knowledge,  neither the
         Company  nor  any of its  Significant  Subsidiaries  has  violated  any
         provisions  of the  Foreign  Corrupt  Practices  Act or the  rules  and
         regulations promulgated  thereunder,  except for such violations which,
         singly or in the aggregate, would not have a material adverse effect on
         the business, prospects, financial condition or results of operation of
         the Company and its subsidiaries, taken as a whole;

                  (ix) (A) the Company has such  Authorizations of, and has made
         all  filings  with and  notices  to,  all  governmental  or  regulatory
         authorities and self-regulatory  organizations and all courts and other
         tribunals  as are  necessary  to own,  lease,  license  and operate its
         respective  properties  and to conduct its  business,  except where the
         failure to have any such  Authorization  or to make any such  filing or
         notice would not, singly or in the aggregate,  have a material  adverse
         effect on the business,  prospects,  financial  condition or results of
         operations of the Company and its subsidiaries,  taken as a whole; each
         such  Authorization  is valid  and in full  force  and  effect  and the
         Company is in  compliance  in all material  respects with all the terms
         and  conditions  thereof  and with the  rules  and  regulations  of the
         authorities  and  governing  bodies  having  jurisdiction  with respect
         thereto; and no event has occurred (including,  without limitation, the
         receipt of any notice  from any  authority  or  governing  body)  which
         allows  or,  after  notice  or  lapse  of time or  both,  would  allow,
         revocation,  suspension or  termination  of any such  Authorization  or
         results or, after notice or lapse of time or both,  would result in any
         other impairment of the rights of the holder of any such Authorization;
         except  where such  failure to be valid and in full force and effect or
         to be in  compliance,  the occurrence of any such event or the presence
         of any such restriction  would not, singly or in the aggregate,  have a
         material adverse effect on the business, prospects, financial condition
         or results of operations of the Company and its subsidiaries,  taken as
         a whole; and (B) to the best of such counsel's  knowledge,  each of the
         Company's Significant  Subsidiaries has such Authorizations of, and has
         made all filings with and notices to, all  governmental  or  regulatory
         authorities and self-regulatory  organizations and all courts and other
         tribunals  as are  necessary  to own,  lease,  license  and operate its
         respective  properties  and to conduct its  business,  except where the
         failure to have any such  Authorization  or to make any such  filing or
         notice would not, singly or in the aggregate,  have a material  adverse
         effect on the business,  prospects,  financial  condition or results of
         operations of the Company and its  subsidiaries,  taken as a whole;  to
         the best of such counsel's knowledge,  each such Authorization is valid
         and in full  force and  effect  and each of the  Company's  Significant
         Subsidiaries  is in  compliance  in all material  respects with all the
         terms and conditions  thereof and with the rules and regulations of the
         authorities  and  governing  bodies  having  jurisdiction  with respect
         thereto;  and, to the best of such  counsel's  knowledge,  no event has
         occurred (including, without limitation, the receipt of any notice from
         any authority or governing body) which allows or, after notice or lapse
         of time or both, would allow, revocation,  suspension or termination of
         any such  Authorization or results or, after notice or lapse of time or
         both,  would result in any other impairment of the rights of the holder
         of any such Authorization; except where such failure to be valid and in
         full force and effect or to be in  compliance,  the  occurrence  of any
         such event or the presence of any such restriction would not, singly or
         in the  aggregate,  have a  material  adverse  effect on the  business,
         prospects,  financial condition or results of operations of the Company
         and its subsidiaries, taken as a whole;

                  (x) there are no contracts, agreements or, to the best of such
         counsel's knowledge,  understandings between the Company and any person
         granting  such  person  the  right to  require  the  Company  to file a
         registration  statement under the Act with respect to any securities of
         the Company or to require the Company to include such  securities  with
         the Securities registered pursuant to the Registration Statement; and

                  (xi) (A) such  counsel  has no reason to  believe  that at the
         time the Registration  Statement, or any further amendment thereto made
         by the  Company  prior  to the  Closing  Date,  became  effective,  the
         Registration  Statement (except for the financial  statements and other
         financial  data  included  therein  as to which such  counsel  need not
         express  any  belief  and  except  for  the  part  of the  Registration
         Statement  that  constitutes  the Statement of  Eligibility  (Form T-1)
         under the Trust  Indenture  Act)  contained  any untrue  statement of a
         material fact or omitted to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         (B) such  counsel  has no reason to  believe  that the  Prospectus,  as
         amended  or  supplemented,  if  applicable  (except  for the  financial
         statements and other  financial data, as to which such counsel need not
         express any belief) contains any untrue statement of a material fact or
         omits  to  state a  material  fact  necessary  in  order  to  make  the
         statements  therein, in the light of the circumstances under which they
         were made, not misleading.

         In giving such opinions as described in Section 8(h) above, the General
Counsel may state that such  counsel  relies to the extent he deems  proper upon
counsel  located in  jurisdictions  in which such  counsel  is not  admitted  to
practice.

         (i) You shall have  received on the Closing Date an opinion,  dated the
Closing Date, of Milbank,  Tweed, Hadley & McCloy, counsel for the Underwriters,
with  respect  to  the  Prospectus  and  such  other  related   matters  as  the
Underwriters  may  reasonably  require,  and the Company shall have furnished to
such counsel such  documents as they may  reasonably  request for the purpose of
enabling them to pass upon such matters.

         (j) You shall have received, on each of the date hereof and the Closing
Date, a letter dated the date hereof or the Closing Date, as the case may be, in
form and substance  satisfactory to you, from Arthur  Andersen,  LLP independent
public  accountants,  containing  the  information  and  statements  of the type
ordinarily  included in  accountants'  "comfort  letters" to  Underwriters  with
respect to the financial statements and certain financial  information contained
in or  incorporated  by  reference  into  the  Registration  Statement  and  the
Prospectus.

         (k) The  Securities  shall have been duly listed for  quotation  on the
Nasdaq SmallCap Market.

         (l) The  Securities  shall  have been  rated "B" by  Standard  & Poor's
Corporation and "B3" by Moody's Investors Service, Inc.

         (m) The  Underwriters  shall have received a counterpart,  conformed as
executed, of the Indenture which shall have been entered into by the Company and
the Trustee.

         (n) The Company  shall not have failed on or prior to the Closing  Date
to perform or comply with any of the agreements herein contained and required to
be performed or complied with by the Company on or prior to the Closing Date.

         The several  obligations of the Underwriters to purchase any Additional
Securities  hereunder are subject to the delivery to the  Representative  on the
applicable  Additional  Securities  Closing  Date  of such  documents  as it may
reasonably  request  with respect to the good  standing of the Company,  the due
authorization  and  issuance of such  Additional  Securities  and other  matters
related to the issuance of such Additional Securities.

     Section 9. Effectiveness of Agreement and Termination. This Agreement shall
become  effective  upon the  execution  and  delivery of this  Agreement  by the
parties hereto.

         This Agreement may be terminated at any time on or prior to the Closing
Date  by you by  written  notice  to the  Company  if any of the  following  has
occurred: (i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus,  there has been any adverse effect or
development  involving a prospective  material  adverse effect in the condition,
financial or otherwise, of the Company or any of its Significant Subsidiaries or
the  earnings,  affairs,  or  business  prospects  of the  Company or any of its
Significant  Subsidiaries,  whether  or not  arising in the  ordinary  course of
business,  which would, in your judgment,  make it  impracticable  to market the
Securities on the terms and in the manner  contemplated in the Prospectus,  (ii)
any outbreak or escalation of  hostilities  or other  national or  international
calamity or crisis or change in economic  conditions or in the financial markets
of the United  States or  elsewhere  that,  in your  judgment,  is material  and
adverse and, in your judgment,  makes it  impracticable to market the Securities
on the  terms  and in the  manner  contemplated  in the  Prospectus,  (iii)  the
suspension or material  limitation of trading in securities or other instruments
on the New York Stock Exchange,  the American Stock Exchange,  the Chicago Board
of Options  Exchange or the Nasdaq  National  Market or limitation on prices for
securities  or other  instruments  on any such  exchange or the Nasdaq  National
Market,  (iv) the  suspension of trading of any securities of the Company on any
exchange or in the  over-the-counter  market,  (v) the  enactment,  publication,
decree or other promulgation of any federal or state statute,  regulation,  rule
or order of any  court or other  governmental  authority  which in your  opinion
materially and adversely  affects,  or will materially and adversely affect, the
business, prospects, financial condition or results of operations of the Company
and its Significant  Subsidiaries,  taken as a whole,  (vi) the declaration of a
banking  moratorium by either federal or New York State authorities or (vii) the
taking of any  action by any  federal,  state or local  government  or agency in
respect of its monetary or fiscal  affairs  which in your opinion has a material
adverse effect on the financial markets in the United States.

         If on the Closing Date or an Additional Securities Closing Date, as the
case  may be,  any  one or more of the  Underwriters  shall  fail or  refuse  to
purchase the Firm Securities or Additional Securities, as the case may be, which
it or they have  agreed to  purchase  hereunder  on such date and the  aggregate
principal  amount of Firm Securities or Additional  Securities,  as the case may
be,  which such  defaulting  Underwriter  or  Underwriters  agreed but failed or
refused to purchase is not more than one-tenth of the aggregate principal amount
of Firm Securities or Additional Securities, as the case may be, to be purchased
on such  date by all  Underwriters,  each  non-defaulting  Underwriter  shall be
obligated  severally,  in the  proportion  which  the  principal  amount of Firm
Securities  set forth  opposite  its name in  Schedule I bears to the  aggregate
principal  amount of Firm Securities which all the  non-defaulting  Underwriters
have agreed to purchase,  or in such other  proportion  as you may  specify,  to
purchase the Firm  Securities or  Additional  Securities  which such  defaulting
Underwriter  or  Underwriters  agreed but failed or refused to  purchase on such
date;  provided  that in no  event  shall  the  aggregate  principal  amount  of
Securities  which any Underwriter  has agreed to purchase  pursuant to Section 2
hereof  be  increased  pursuant  to this  Section  9 by an  amount  in excess of
one-ninth of such principal amount of Securities  without the written consent of
such Underwriter.  If on the Closing Date any Underwriter or Underwriters  shall
fail or refuse to purchase Firm Securities and the aggregate principal amount of
Firm Securities with respect to which such default occurs is more than one-tenth
of the  aggregate  principal  amount of Firm  Securities  to be purchased by all
Underwriters and  arrangements  satisfactory to you and the Company for purchase
of such  Securities  are not made  within  48 hours  after  such  default,  this
Agreement will  terminate  without  liability on the part of any  non-defaulting
Underwriter  and the  Company.  In any  such  case  which  does  not  result  in
termination of this Agreement, either you or the Company shall have the right to
postpone the Closing Date,  but in no event for longer than seven business days,
in order that the required  changes,  if any, in the Registration  Statement and
the Prospectus or any other documents or arrangements may be effected. If, on an
Additional  Securities  Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase  Additional  Securities and the aggregate principal amount
of Additional  Securities with respect to which such default occurs is more than
one-tenth of the  aggregate  principal  amount of  Additional  Securities  to be
purchased on such date, the non-defaulting Underwriters shall have the option to
(i) terminate their obligation hereunder to purchase such Additional  Securities
or (ii)  purchase not less than the number of  Additional  Securities  that such
non-defaulting  Underwriters  would have been obligated to purchase on such date
in the absence of such default.  Any action taken under this paragraph shall not
relieve any defaulting Underwriter from any liability it may have to the Company
and the other Underwriters for damages caused by its default.

         Section 10.  Miscellaneous.  Notices given pursuant to any provision of
this Agreement  shall be addressed as follows:  (i) if to the Company,  to EMCOR
Group, Inc., 101 Merritt Seven Corporate Park, Norwalk, Connecticut,  06851, and
(ii) if to any  Underwriter or to you, to you c/o  Donaldson,  Lufkin & Jenrette
Securities  Corporation,  277 Park Avenue, New York, New York, 10172, Attention:
Syndicate  Department,  or in any case to such other address as the person to be
notified may have  requested in writing.  The Company  shall be entitled to rely
upon any request,  consent,  notice or agreement  given or made on behalf of the
Underwriters by Donaldson, Lufkin & Jenrette Securities Corporation.

         The respective indemnities,  contribution agreements,  representations,
warranties and other statements of the Company and the several  Underwriters set
forth in or made pursuant to this Agreement  shall remain  operative and in full
force and effect,  and will survive  delivery of and payment for the Securities,
regardless  of (i) any  investigation,  or statement as to the results  thereof,
made by or on  behalf of any  Underwriter,  the  officers  or  directors  of any
Underwriter,  any person controlling any Underwriter,  the Company, the officers
or  directors  of the  Company  or any  person  controlling  the  Company,  (ii)
acceptance  of  the   Securities  and  payment  for  them  hereunder  and  (iii)
termination of this Agreement.

         If for any reason the  Securities  are not delivered by or on behalf of
the Company as provided  herein  (other than as a result of any  termination  of
this  Agreement  pursuant  to Section 9), the Company  agrees to  reimburse  the
several  Underwriters for all out-of-pocket  expenses  (including the reasonable
fees  and  disbursements  of  counsel)  incurred  by them.  Notwithstanding  any
termination  of this  Agreement,  the Company  shall be liable for all  expenses
which it has agreed to pay  pursuant to Section 5(l)  hereof.  However,  if this
Agreement is terminated pursuant to Section 9 by reason of the default of one or
more  Underwriters,  the  Company  shall  not  be  obligated  to  reimburse  any
defaulting  Underwriter on account of those expenses. The Company also agrees to
reimburse the several Underwriters, their directors and officers and any persons
controlling any of the Underwriters for reasonable fees and expenses  (including
the fees and  disbursements  of  counsel)  incurred by them in  connection  with
enforcing their rights hereunder  (including,  without  limitation,  pursuant to
Section 7 hereof).

         Except  as  otherwise  provided,  this  Agreement  has been and is made
solely  for  the  benefit  of  and  shall  be  binding  upon  the  Company,  the
Underwriters,  the Underwriters' directors and officers, any controlling persons
referred to herein, the Company's  directors and the Company's officers who sign
the Registration  Statement and their respective  successors and assigns, all as
and to the extent provided in this Agreement,  and no other person shall acquire
or have any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include a purchaser of any of the Securities  from any of the
several Underwriters merely because of such purchase.

         This Agreement  shall be governed and construed in accordance  with the
internal laws of the State of New York.

         This  Agreement may be signed in various  counterparts  which  together
shall constitute one and the same instrument.





         Please  confirm that the foregoing  correctly  sets forth the agreement
between the Company and the several Underwriters.

                                            Very truly yours,

                                            EMCOR GROUP, INC.

                         By: ___________________________
                                     Title:



DONALDSON, LUFKIN & JENRETTE
 SECURITIES CORPORATION

Acting severally on behalf of
 itself and the several
 Underwriters named in
 Schedule I hereto

By: DONALDSON, LUFKIN & JENRETTE
     SECURITIES CORPORATION

   By: _______________________________






                                   SCHEDULE I




                                                          Principal Amount of
Underwriters                                          Securities to be Purchased

Donaldson, Lufkin & Jenrette Securities Corporation             $100,000,000
                                                               --------------
                                                   Total:       $100,000,000


                                   SCHEDULE II

                            Significant Subsidiaries


Comstock Canada
Drake & Scull Engineering
Dynalectric Company
Forest Electric
Gibson Electric
Hansen Mechanical
Hyre Electric
J.C. Higgins
Penguin Air Conditioning
Trautman & Shreve
University Mechanical

EX-1

Exhibit 2

EXECUTION COPY

                                1,100,000 Shares

                                EMCOR GROUP, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT



                                                                 March 12, 1998


DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
  As  representative  of the several  underwriters  
  named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette Securities Corporation 
    277 Park Avenue
    New York, New York 10172

Dear Sirs:

         EMCOR GROUP, INC., a Delaware corporation (the "Company"),  proposes to
issue and sell to the several  Underwriters  (as defined below) 1,100,000 shares
of its  Common  Stock,  par value  $0.01 per share (the  "Firm  Shares").  It is
understood that, subject to the conditions  hereinafter  stated,  1,100,000 Firm
Shares (the "Firm  Shares")  will be sold to the several  Underwriters  named in
Schedule I hereto (the  "Underwriters") in connection with the offering and sale
of such Firm Shares.  Donaldson,  Lufkin & Jenrette Securities Corporation shall
act as representative (the "Representative") of the several Underwriters.

         The Company also proposes to issue and sell to the several Underwriters
not more than an additional  165,000 shares of its Common Stock, par value $0.01
per share  (the  "Additional  Shares"),  if  requested  by the  Underwriters  as
provided  in Section 2 hereof.  The Firm  Shares and the  Additional  Shares are
hereinafter collectively referred to as the "Shares". The shares of common stock
of the Company to be outstanding  after giving effect to the sales  contemplated
hereby are hereinafter referred to as the "Common Stock".

         SECTION 1.  Registration  Statement  and  Prospectus.  The  Company has
prepared  and  filed  with  the   Securities   and  Exchange   Commission   (the
"Commission")  in accordance  with the provisions of the Securities Act of 1933,
as  amended,  and  the  rules  and  regulations  of  the  Commission  thereunder
(collectively, the "Act"), a registration statement on Form S-3 Registration No.
333-44369),  including a preliminary prospectus, relating to the registration of
the Shares and such other  securities  which may be offered from time to time by
the  Company,  in  accordance  with Rule 415 under  the Act.  Such  registration
statement (as amended) was declared  effective by the  Commission on February 6,
1998.  The  registration  statement  (as  amended),  on the  one  hand,  and the
prospectus constituting a part thereof and the prospectus supplement (which term
may include a preliminary prospectus supplement) relating to the offering of the
Shares  provided  to  the  Underwriters  by the  Company  (whether  or not  such
prospectus supplement is required to be filed with the Commission by the Company
pursuant to the Act) (the "Prospectus Supplement"), on the other hand, including
all documents  incorporated therein by reference pursuant to Item 12 of Form S-3
under the Act, as from time to time amended or supplemented  pursuant to the Act
and to the  Securities  Exchange  Act of 1934,  as  amended,  and the  rules and
regulations  of the  Commission  thereunder  (collectively  called the "Exchange
Act"),  are  referred  to  herein  as  the  "Registration   Statement"  and  the
"Prospectus",  respectively;  provided,  however,  that a Prospectus  Supplement
shall be deemed to have  supplemented  the  Prospectus  only with respect to the
offering of the Shares to which it relates. Any registration statement,  and any
copy thereof filed with the  Commission  via EDGAR,  (including any amendment or
supplement  thereto or  information  which is deemed part thereof)  filed by the
Company  under Rule 462(b) of the Act (a "Rule 462(b)  Registration  Statement")
shall be deemed to be part of the "Registration Statement" as defined herein and
any prospectus or any term sheet as contemplated by Rule 434 of the Act (a "Term
Sheet")  (including any amendment or supplement  thereto or information which is
deemed a part  thereof),  and any copy  thereof  filed with the  Commission  via
EDGAR, included in such registration statement shall be deemed to be part of the
"Prospectus,"  as  defined  herein.  All  references  in  this  agreement  (this
"Agreement") to financial  statements and schedules and other  information which
is  "contained,"   "included,"  "described"  or  "stated"  in  the  Registration
Statement or the Prospectus  (and all other  references of like import) shall be
deemed to mean and include all such financial statements and schedules and other
information  which  is or is  deemed  to be  incorporated  by  reference  in the
Registration Statement or Prospectus,  as the case may be; and all references in
this Agreement to amendments or supplements to the Registration Statement or the
Prospectus shall be deemed to mean and include, without limitation,  even though
not specifically  stated,  any document filed under the Exchange Act which is or
is deemed to be incorporated by reference in the  Registration  Statement or the
Prospectus, as the case may be.

         SECTION 2. Agreements to Sell and Purchase and Lock-Up  Agreements.  On
the basis of the representations and warranties contained in this Agreement, and
subject to its terms and  conditions,  the Company agrees to issue and sell, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
at a price per Share of $20.555 (the "Purchase Price") the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I hereto.

         On the basis of the  representations  and warranties  contained in this
Agreement, and subject to its terms and conditions,  the Company agrees to issue
and sell the  Additional  Shares  and the  Underwriters  shall have the right to
purchase,  severally and not jointly,  up to 165,000  Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for the
purpose of covering  over-allotments made in connection with the offering of the
Firm Shares.  The Underwriters  may exercise their right to purchase  Additional
Shares in whole or in part from time to time by giving written notice thereof to
the Company within 30 days after the date of this Agreement.  The Representative
shall give any such notice on behalf of the  Underwriters  and such notice shall
specify the aggregate  number of Additional  Shares to be purchased  pursuant to
such exercise and the date for payment and delivery thereof, which date shall be
a business  day (i) no earlier  than three  business  days after such notice has
been given (and, in any event,  no earlier than the Closing Date, but may be the
Closing Date (as hereinafter  defined)) and (ii) no later than ten business days
after such notice has been given. If any Additional  Shares are to be purchased,
each Underwriter, severally and not jointly, agrees to purchase from the Company
the number of  Additional  Shares  (subject  to such  adjustments  to  eliminate
fractional  shares as the  Representative  may  determine)  which bears the same
proportion  to the total number of  Additional  Shares to be purchased  from the
Company  as the  number  of Firm  Shares  set  forth  opposite  the name of such
Underwriter in Schedule I bears to the total number of Firm Shares.

         Lock-Up Agreements. The Company hereby agrees not to (i) offer, pledge,
sell,  contract to sell,  sell any option or contract to purchase,  purchase any
option or contract to sell, grant any option,  right or warrant to purchase,  or
otherwise  transfer or dispose of, directly or indirectly,  any shares of Common
Stock or any securities  convertible  into or exercisable  or  exchangeable  for
Common Stock or (ii) enter into any swap or other arrangement that transfers all
or a portion of the economic  consequences  associated with the ownership of any
Common Stock (regardless of whether any of the transactions  described in clause
(i) or (ii) is to be  settled by the  delivery  of Common  Stock,  or such other
securities,  in cash or otherwise),  except to the Underwriters pursuant to this
Agreement  or to the holders of the  Company's  5.75%  Convertible  Subordinated
Notes due 2005 (the "Notes")  offered pursuant to the concurrent Notes offering,
upon the conversion of such Notes, for a period of 90 days after the date of the
Prospectus  without the prior written  consent  which shall not be  unreasonably
withheld of Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding
the  foregoing,  during  such  period (i) the  Company  may grant stock or stock
options  pursuant to the Company's  existing  employee  benefits plans and stock
option  plans,  (ii) the  Company  may issue  shares of  Common  Stock  upon the
exercise of an option or warrant or the conversion of a security  outstanding on
the date  hereof  and (iii) the  Company  may  issue  shares of Common  Stock in
connection  with an acquisition  by the Company.  The Company also agrees not to
file any  registration  statement  with respect to any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock,
other than on Form S-8 pursuant to its stock or stock option plans, for a period
of 90 days after the date of the  Prospectus  without the prior written  consent
which  shall  not be  unreasonably  withheld  of  Donaldson,  Lufkin &  Jenrette
Securities  Corporation.  The Company shall,  prior to or concurrently  with the
execution  of this  Agreement,  deliver  an  agreement  executed  by each of the
directors and  executive  officers of the Company to the effect that such person
will not,  during  the  period  commencing  on the date such  person  signs such
agreement and ending 90 days after the date of the Prospectus, without the prior
written consent which shall not be unreasonably withheld of Donaldson,  Lufkin &
Jenrette  Corporation,  (A) engage in any of the  transactions  described in the
first  sentence of this  paragraph  or (B) make any demand for, or exercise  any
right with  respect to, the  registration  of any shares of Common  Stock or any
securities convertible into or exercisable or exchangeable for Common Stock.

         SECTION 3. Terms of Public Offering. The Company is advised by you that
the  Underwriters  propose  (i) to make a public  offering  of their  respective
portions  of the  Shares  as soon  after  the  execution  and  delivery  of this
Agreement  as  in  your  judgment  is  advisable   (and,   if   necessary,   any
post-effective amendment to the Registration  Statement),  and (ii) initially to
offer the Shares upon the terms set forth in the Prospectus.

         SECTION 4.  Delivery and Payment.  The Shares shall be  represented  by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as Donaldson,  Lufkin & Jenrette Securities Corporation
shall  request no later than two business  days prior to the Closing Date or the
applicable  Option  Closing  Date (as  defined  below),  as the case may be. The
Shares  shall be  delivered  by or on behalf of the  Company,  with any transfer
taxes  thereon  duly  paid by the  Company,  to  Donaldson,  Lufkin  &  Jenrette
Securities  Corporation  through the facilities of The Depository  Trust Company
("DTC"),  for the  respective  accounts  of the  several  Underwriters,  against
payment to the  Company of the  Purchase  Price  therefore  by wire  transfer of
Federal or other funds immediately  available in New York City. The certificates
representing  the Shares shall be made  available for  inspection not later than
9:30 A.M.,  New York City time, on the business day prior to the Closing Date or
the applicable  Option Closing Date (as defined  below),  as the case may be, at
the office of DTC or its designated  custodian (the  "Designated  Office").  The
time and date of delivery  and  payment for the Firm Shares  shall be 9:00 A.M.,
New York City  time,  on March 18,  1998 or such  other time on the same or such
other  date as  Donaldson,  Lufkin &  Jenrette  Securities  Corporation  and the
Company shall agree in writing. The time and date of delivery of the Firm Shares
are hereinafter referred to as the "Closing Date". The time and date of delivery
and payment for any Additional Shares to be purchased by the Underwriters  shall
be 9:00  A.M.,  New York City  time,  on the date  specified  in the  applicable
exercise  notice  given by you  pursuant  to Section 2 or such other time on the
same or such other date as Donaldson,  Lufkin & Jenrette Securities  Corporation
and the Company  shall  agree in  writing.  The time and date of delivery of the
Additional Shares are hereinafter  referred to as an "Additional  Shares Closing
Date".

         The  documents to be  delivered  on the Closing Date or any  Additional
Shares  Closing  Date on behalf of the parties  hereto  pursuant to Section 8 of
this Agreement  shall be delivered at the offices of Simpson Thacher & Bartlett,
425 Lexington  Avenue,  New York, New York, and the Shares shall be delivered at
the Designated Office, all on the Closing Date or such Additional Shares Closing
Date, as the case may be.

         SECTION 5.  Agreements of the Company.  The Company agrees with you:

         (a) In respect of the  offering of Shares,  to (i) prepare a prospectus
supplement  setting forth the number of Shares  covered  thereby and their terms
not otherwise specified in the Prospectus pursuant to which the Shares are being
issued,  the names of the  Underwriters  participating  in the  offering and the
number of Shares which each  severally has agreed to purchase,  the names of the
Underwriters acting as co-managers, if any, in connection with the offering, the
price at which the  Shares  are to be  purchased  by the  Underwriters  from the
Company,  the public offering price,  the selling  concession and reallowance if
any,  and such  other  information  as the  Underwriters  and the  Company  deem
appropriate  in  connection  with the  offering  of the Shares and (ii) file the
Prospectus in a form approved by you pursuant to Rule 424 under the Act no later
than the Commission's close of business on the second business day following the
date of determination of the offering price of the Shares.

         (b) At any time when the  Prospectus is required to be delivered  under
the Act in  connection  with sales of Shares,  to advise you  promptly  and,  if
requested by you, to confirm such advice in writing, of (i) the effectiveness of
any  amendment  to the  Registration  Statement,  (ii)  the  transmittal  to the
Commission for filing of any Prospectus or other  supplement or amendment to the
Prospectus  to be filed  pursuant to the Act,  (iii) the receipt of any comments
from the Commission  relating to the  Registration  Statement,  any  preliminary
prospectus  relating to the Shares,  the  Prospectus or any of the  transactions
contemplated  by  this  Agreement,  (iv)  any  request  by  the  Commission  for
post-effective  amendments  to  the  Registration  Statement  or  amendments  or
supplements to the Prospectus or for additional information, (v) the issuance by
the  Commission  of  any  stop  order   suspending  the   effectiveness  of  the
Registration  Statement or of the suspension of  qualification of the Shares for
offering or sale in any  jurisdiction,  or the  initiation of any proceeding for
such purposes,  and (vi) the happening of any event which makes any statement of
a material fact made in the Registration  Statement or the Prospectus  untrue or
which  requires the making of any  additions  to or changes in the  Registration
Statement  or the  Prospectus  in  order  to make  the  statements  therein  not
misleading.  The  Company  will make  every  reasonable  effort to  prevent  the
issuance  of any stop order and if at any time the  Commission  shall  issue any
stop order  suspending the  effectiveness  of the  Registration  Statement,  the
Company  will use its best efforts to obtain the  withdrawal  or lifting of such
order at the earliest possible time.

         (c)  To  furnish  to  you  one  signed  copy,  without  charge,  of the
Registration  Statement as first filed with the Commission and of each amendment
thereto, including all exhibits and documents incorporated therein by reference,
and to  furnish to you and each  Underwriter  designated  by you such  number of
conformed copies of the Registration Statement as so filed and of each amendment
to it, without exhibits and without documents incorporated therein by reference,
as you may reasonably  request.  If applicable,  the copies of the  Registration
Statement  and each  amendment  thereto  furnished to the  Underwriters  will be
identical  to the  electronically  transmitted  copies  thereof  filed  with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

         (d) At any time when the  Prospectus is required to be delivered  under
the Act in  connection  with sales of Shares,  not to file any  amendment to the
Registration  Statement or any Rule 462(b) Registration Statement or to make any
amendment or supplement to the Prospectus or any Term Sheet,  if applicable,  of
which you shall not previously  have been advised or to which you or counsel for
the  Underwriters  shall  reasonably  object;  and to prepare  and file with the
Commission,  promptly  upon  your  reasonable  request,  any  amendment  to  the
Registration  Statement,  Rule 462(b)  Registration  Statement,  Term Sheet,  or
amendment or supplement to the Prospectus  which,  in the opinion of counsel for
the  Underwriters,  may be necessary in connection with the  distribution of the
Shares by you, and to use its best efforts to cause the same to become  promptly
effective.  If  applicable,  the  Prospectus  and any  amendments or supplements
thereto  furnished to the Underwriters  will be identical to the  electronically
transmitted copies thereof filed with the Commission  pursuant to EDGAR,  except
to the extent permitted by Regulation S-T.

         (e) Prior to 10:00 A.M.,  New York City time, on the first business day
after  the date of this  Agreement  and from  time to time  thereafter  for such
period as in the  opinion  of  counsel  for the  Underwriters  a  prospectus  is
required by law to be delivered in connection  with sales by an Underwriter or a
dealer,  to furnish in New York City to each  Underwriter and any dealer as many
copies of the Prospectus  (and of any amendment or supplement to the Prospectus)
as such Underwriter or dealer may reasonably request.

         (f) If during the period  specified  in Section  5(e),  any event shall
occur or condition  shall exist as a result of which,  in the opinion of counsel
for the Underwriters, it becomes necessary to amend or supplement the Prospectus
in order to make  the  statements  therein,  in the  light of the  circumstances
existing when the Prospectus is delivered to a purchaser, not misleading, or if,
in the  opinion of counsel for the  Underwriters,  it is  necessary  to amend or
supplement the Prospectus to comply with  applicable  law,  forthwith to prepare
and file with the  Commission  an  appropriate  amendment or  supplement  to the
Prospectus  (in form and substance  reasonably  satisfactory  to counsel for the
Underwriters)  so that  the  statements  in the  Prospectus,  as so  amended  or
supplemented,  will  not  in  the  light  of  the  circumstances  when  it is so
delivered, be misleading,  or so that the Prospectus will comply with applicable
law, and to furnish to each Underwriter and to any dealer as many copies thereof
as such Underwriter or dealer may reasonably request.

         (g) Prior to any public  offering of the Shares,  to cooperate with you
and  counsel  for the  Underwriters  in  connection  with  the  registration  or
qualification  of the Shares for offer and sale by the several  Underwriters and
by dealers under the state securities or Blue Sky laws of such  jurisdictions as
you may request,  to continue such  registration or  qualification  in effect so
long as required  for  distribution  of the Shares and to file such  consents to
service of process or other  documents  as may be  necessary  in order to effect
such registration or qualification;  provided,  however,  that the Company shall
not be required in connection  therewith to qualify as a foreign  corporation in
any  jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and  transactions  relating to the  Prospectus,  the  Registration
Statement,  any preliminary prospectus or the offering or sale of the Shares, in
any jurisdiction in which it is not now so subject.

         (h) To make generally  available to its  stockholders  pursuant to Rule
158 of the Act as soon as  practicable an earnings  statement  which need not be
audited  covering the  twelve-month  period ending March 31, 1999, and to advise
you in  writing,  if  requested  by you,  when such  statement  has been so made
available.

         (i) During the period of three years after the date of this  Agreement,
to  furnish  to you  as  soon  as  available  copies  of all  reports  or  other
communications  furnished to the record  holders of Common Stock or furnished to
or filed with the  Commission or any national  securities  exchange on which any
class of securities of the Company is listed and such other  publicly  available
information  concerning the Company and its  subsidiaries  as you may reasonably
request.

         (j) During the period when the  Prospectus  is required to be delivered
under the Act in  connection  with sales of the  Shares,  to file all  documents
required to be filed by it with the Commission  pursuant to Section 13, 14 or 15
of the Exchange Act within the time periods required by the Exchange Act.

         (k) Whether or not the transactions  contemplated in this Agreement are
consummated  or this  Agreement  is  terminated,  to pay or cause to be paid all
expenses  incident to the performance of its  obligations  under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's  accountants in connection with the  registration  and delivery of
the Shares under the Act and all other fees and expenses in connection  with the
preparation,  printing,  filing and distribution of the  Registration  Statement
(including financial statements and exhibits),  any preliminary prospectus,  the
Prospectus and all amendments and supplements to any of the foregoing, including
the mailing and delivering of copies thereof to the  Underwriters and dealers in
the  quantities  specified  herein,  (ii) all costs and expenses  related to the
transfer and delivery of the Shares to the Underwriters,  including any transfer
or other taxes payable thereon, (iii) all costs, if any, of printing,  producing
or delivering this Agreement and any other agreements or documents in connection
with the offering,  purchase,  sale or delivery of the Shares, (iv) all expenses
in connection with the registration or qualification of the Shares for offer and
sale under the  securities or Blue Sky laws of the several  states and all costs
of printing or producing any Preliminary and Supplemental  Blue Sky Memoranda in
connection  therewith  (including the filing fees and fees and  disbursements of
counsel  for  the   Underwriters  in  connection   with  such   registration  or
qualification  and  memoranda  relating  thereto),   (v)  the  filing  fees  and
disbursements  of counsel for the Underwriters in connection with the review and
clearance  of  the  offering  of  the  Shares  by the  National  Association  of
Securities  Dealers,  Inc.,  if  applicable,  (vi)  all  fees  and  expenses  in
connection with the preparation and filing of the registration statement on Form
8-A  relating  to the Common  Stock and all costs and  expenses  incident to the
listing  of the  Shares on the  Nasdaq  National  Market,  (vii) the cost of the
preparation,  issuance and  delivery of  certificates  representing  the Shares,
(viii) the costs and charges of any transfer agent, registrar and/or depositary,
(ix) all other costs and expenses incident to the performance of the obligations
of the Company  hereunder  for which  provision  is not  otherwise  made in this
Section,  and (x) any travel expenses incurred by the Company in connection with
a "road show" presentation to potential investors.

         (l) To use its best  efforts  to list for  quotation  the Shares on the
Nasdaq  National  Market and to maintain the listing of the Shares on the Nasdaq
National Market or any other national  securities exchange for a period of three
years after the date of this Agreement.

         (m) To use the net proceeds  received by it from the sale of the Shares
in the manner specified in the Prospectus Supplement under "Use of Proceeds".

         (n) To use its best  efforts to do and perform  all things  required or
necessary to be done and performed  under this Agreement by the Company prior to
the Closing Date or any Additional  Shares Closing Date, as the case may be, and
to satisfy all conditions precedent to the delivery of the Shares.

         SECTION 6.  Representations and Warranties of the Company.  The Company
represents and warrants to each Underwriter that:

         (a) The Company  meets the  requirements  for use of Form S-3,  and the
Registration  Statement on Form S-3 relating to the Shares has been  prepared by
the Company under the provisions of the Act and has been filed with and declared
effective by the Commission.

         (b) The  Registration  Statement has become  effective  (other than any
Rule  462(b)  Registration  Statement  to be  filed  by the  Company  after  the
effectiveness of this Agreement);  any Rule 462(b) Registration  Statement filed
after the  effectiveness  of this Agreement will become  effective no later than
10:00 P.M., New York City time, on the date of this Agreement; and no stop order
suspending the effectiveness of the Registration  Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.

         (c) (i) Each  document,  if any,  filed or to be filed  pursuant to the
Exchange Act and  incorporated  by reference in the Prospectus  complied or will
comply when so filed in all material  respects  with the Exchange  Act; (ii) the
Registration  Statement (other than any Rule 462(b) Registration Statement to be
filed by the Company after the effectiveness of this Agreement),  when it became
effective, did not contain and, as amended, if applicable,  will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
(iii)  the  Registration  Statement  (other  than any Rule  462(b)  Registration
Statement to be filed by the Company after the  effectiveness of this Agreement)
and the Prospectus comply and, as amended or supplemented,  if applicable,  will
comply in all material respects with the Act, (iv) if the Company is required to
file a Rule  462(b)  Registration  Statement  after  the  effectiveness  of this
Agreement,  such Rule 462(b) Registration  Statement and any amendments thereto,
when they  become  effective  (A) will not  contain  any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the  statements  therein not misleading and (B) will comply in
all material  respects with the Act and (v) the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading,  except that the  representations and warranties set forth
in this  paragraph do not apply to statements  or omissions in the  Registration
Statement or the Prospectus based upon  information  relating to any Underwriter
furnished  to the  Company by such  Underwriter  through you  expressly  for use
therein.  For all purposes of this Agreement,  the amounts of selling concession
and   reallowance   set  forth  in  the  Prospectus  and  the  portions  of  the
"Underwriting"  section  set  forth in the  letter  of the  Underwriters  to the
Company constitute the only information relating to any Underwriter furnished to
the Company by the Underwriters  specifically for inclusion in the Prospectus or
the  Registration  Statement.  The  Company  has not  distributed  any  offering
material in  connection  with the  offering or sale of the Shares other than the
Registration Statement, the preliminary prospectus,  the Prospectus or any other
materials, if any, permitted by the Act.

         (d)  Each  preliminary  prospectus  filed  as part of the  Registration
Statement as  originally  filed or as part of any  amendment  thereto,  or filed
pursuant  to Rule 424  under  the Act,  complied  when so filed in all  material
respects  with the Act,  and did not contain an untrue  statement  of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in the light of the circumstances  under which
they were made, not misleading,  except that the  representations and warranties
set forth in this  paragraph  do not apply to  statements  or  omissions  in any
preliminary  prospectus  based  upon  information  relating  to any  Underwriter
furnished  to the  Company by such  Underwriter  through you  expressly  for use
therein.

         (e) Each of the Company and its Significant  Subsidiaries  set forth on
the  attached  Schedule  II  (the  "Significant  Subsidiaries")  has  been  duly
incorporated,  is validly  existing as a corporation  in good standing under the
laws of its  jurisdiction  of  incorporation  and has the  corporate  power  and
authority to carry on its business as  described in the  Prospectus  and to own,
lease and  operate its  properties,  and each is duly  qualified  and is in good
standing as a foreign corporation authorized to do business in each jurisdiction
in which the nature of its  business  or its  ownership  or leasing of  property
requires such  qualification,  except where the failure to be so qualified would
not  have a  material  adverse  effect  on the  business,  prospects,  financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

         (f) There are no outstanding subscriptions,  rights, warrants, options,
calls,  convertible  securities  (other than those being offered pursuant to the
concurrent  Notes  offering),  commitments  of sale or liens  (other  than those
granted  pursuant to the credit  agreement  between the Company and Harris Trust
and Savings Bank dated June 19, 1996) granted or issued by the Company or any of
its Significant  Subsidiaries relating to or entitling any person to purchase or
otherwise  to acquire any shares of the  capital  stock of the Company or any of
its Significant Subsidiaries,  except as otherwise disclosed in the Registration
Statement.

         (g) All the  outstanding  shares of capital  stock of the Company  have
been duly authorized and validly issued and are fully paid,  non-assessable  and
not subject to any preemptive or similar  rights;  and the Shares have been duly
authorized  and, when issued and delivered to the  Underwriters  against payment
therefor as provided by this Agreement,  will be validly issued,  fully paid and
non-assessable,  and the  issuance  of such  Shares  will not be  subject to any
preemptive or similar rights.

         (h) All of the  outstanding  shares  of  capital  stock  of each of the
Company's Significant  Subsidiaries have been duly authorized and validly issued
and are fully paid and  non-assessable,  and any capital  stock of a Significant
Subsidiary  owned by the  Company,  directly or  indirectly  through one or more
Significant  Subsidiaries,  is owned  free and clear of any  security  interest,
claim, lien (other than those granted pursuant to the Company's credit agreement
between  the Company and Harris  Trust and  Savings  Bank dated June 19,  1996),
encumbrance or adverse interest of any nature (a "Lien").

         (i)  The  authorized  capital  stock  of the  Company  conforms  in all
material respects to the description thereof contained in the Prospectus.

         (j) Neither the Company nor any of its  Significant  Subsidiaries is in
violation of its respective  charter or by-laws or in default in the performance
of any obligation,  agreement, covenant or condition contained in any indenture,
loan agreement, mortgage, lease or other agreement or instrument which violation
or  default  would  have a  material  adverse  effect  on the  Company  and  its
subsidiaries,  taken as a whole,  to which the Company or any of its Significant
Subsidiaries  is a party  or by  which  the  Company  or any of its  Significant
Subsidiaries or their respective property is bound.

         (k) The  execution,  delivery and  performance of this Agreement by the
Company,  the compliance by the Company with all the  provisions  hereof and the
consummation of the  transactions  contemplated  hereby will not (i) require any
consent,  approval,  authorization or other order of, or qualification with, any
court or  governmental  body or agency (except such as may be required and shall
be obtained as provided by this Agreement, under the securities or Blue Sky laws
of the various states),  (ii) conflict with or constitute a breach of any of the
terms or  provisions  of, or a default  under,  the  charter  or  by-laws of the
Company or any of its Significant Subsidiaries or any indenture, loan agreement,
mortgage,  lease or other agreement or instrument the breach of or default under
which would have a material adverse effect on the Company and its  subsidiaries,
taken as a whole, to which the Company or any of its Significant Subsidiaries is
a party or by which the Company or any of its Significant  Subsidiaries or their
respective  property is bound, (iii) violate or conflict with any applicable law
or  any  rule,  regulation,  judgment,  order  or  decree  of any  court  or any
governmental  body or agency having  jurisdiction  over the Company,  any of its
Significant  Subsidiaries  or their  respective  property  or (iv) result in the
suspension,  termination  or  revocation  of any  Authorization  (as  defined in
subparagraph (n) below) of the Company or any of its Significant Subsidiaries or
any other impairment of the rights of the holder of any such Authorization.

         (l) There are no legal or governmental  proceedings  pending or, to the
best of the Company's  knowledge,  threatened to which the Company or any of its
Significant  Subsidiaries  is or  could  be a party  or to  which  any of  their
respective  property is or could be subject that are required to be described in
the  Registration  Statement or the  Prospectus and are not so described and, to
the best of the Company's  knowledge,  no such proceedings which may be material
with  respect to the  Company  and its  subsidiaries  taken as a whole have been
threatened against the Company or any of its Significant  Subsidiaries;  nor are
there any statutes, regulations,  contracts or other documents that are required
to be described in the  Registration  Statement or the Prospectus or to be filed
as exhibits to the Registration  Statement that are not so described or filed as
required.

         (m) Neither the Company  nor any of its  Significant  Subsidiaries  has
violated any foreign,  federal, state or local law or regulation relating to the
protection  of human health and safety,  the  environment  or hazardous or toxic
substances or wastes,  pollutants or contaminants  ("Environmental  Laws"),  any
provisions of the Employee  Retirement  Income Security Act of 1974, as amended,
or any  provisions  of the  Foreign  Corrupt  Practices  Act,  or the  rules and
regulations promulgated thereunder,  except for such violations which, singly or
in the  aggregate,  would not have a material  adverse  effect on the  business,
prospects,  financial  condition  or results of operation of the Company and its
subsidiaries, taken as a whole.

         (n)  Each of the  Company  and its  Significant  Subsidiaries  has such
permits, licenses, consents,  exemptions,  franchises,  authorizations and other
approvals  (each,  an  "Authorization")  of, and has made all  filings  with and
notices to, all  governmental  or  regulatory  authorities  and  self-regulatory
organizations and all courts and other tribunals, including, without limitation,
under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business,  except where
the failure to have any such  Authorization or to make any such filing or notice
would not,  singly or in the  aggregate,  have a material  adverse effect on the
business, prospects, financial condition or results of operations of the Company
and its subsidiaries,  taken as a whole. Each such Authorization is valid and in
full force and effect and each of the Company and its  Significant  Subsidiaries
is in  compliance  in all material  respects  with all the terms and  conditions
thereof and with the rules and  regulations  of the  authorities  and  governing
bodies  having  jurisdiction  with  respect  thereto;  and no event has occurred
(including,  without limitation, the receipt of any notice from any authority or
governing  body) which allows or,  after notice or lapse of time or both,  would
allow,  revocation,  suspension  or  termination  of any such  Authorization  or
results or,  after  notice or lapse of time or both,  would  result in any other
impairment of the rights of the holder of any such  Authorization;  except where
such  failure to be valid and in full  force and effect or to be in  compliance,
the occurrence of any such event or the presence of any such  restriction  would
not, singly or in the aggregate, have a material adverse effect on the business,
prospects,  financial  condition or results of operations of the Company and its
subsidiaries, taken as a whole.

         (o) There are no costs or  liabilities  associated  with  Environmental
Laws  (including,  without  limitation,  any capital or  operating  expenditures
required for clean-up,  closure of properties or compliance  with  Environmental
Laws or any Authorization,  any related constraints on operating  activities and
any  potential  liabilities  to third  parties)  which  would,  singly or in the
aggregate, have a material adverse effect on the business, prospects,  financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole.

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

         (q) Arthur Andersen LLP are independent public accountants with respect
to the Company and its subsidiaries as required by the Act.

         (r) The consolidated  financial statements included in the Registration
Statement and the Prospectus (and any amendment or supplement thereto), together
with related  schedules and notes,  present  fairly the  consolidated  financial
position, results of operations and changes in financial position of the Company
and its  subsidiaries on the basis stated therein at the respective dates or for
the  respective  periods  to which  they  apply;  such  statements  and  related
schedules  and notes have been prepared in accordance  with  generally  accepted
accounting  principles  consistently  applied  throughout the periods  involved,
except as disclosed therein; the supporting  schedules,  if any, included in the
Registration  Statement  present fairly in accordance  with  generally  accepted
accounting  principles the information  required to be stated  therein;  and the
other  financial  and  statistical   information  and  data  set  forth  in  the
Registration  Statement  and the  Prospectus  (and any  amendment or  supplement
thereto) are, in all material respects,  accurately  presented and prepared on a
basis consistent with such financial statements and the books and records of the
Company.

         (s) The Company and each of its  Significant  Subsidiaries  maintains a
system  of  internal   accounting  controls  sufficient  to  provide  reasonable
assurance that (i)  transactions  are executed in accordance  with  management's
general or specific authorizations;  (ii) transactions are recorded as necessary
to permit  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  and to maintain  asset  accountability;  (iii)
access to assets is permitted only in accordance  with  management's  general or
specific  authorization;  and (iv) the  recorded  accountability  for  assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

         (t) The Company is not and,  after  giving  effect to the  offering and
sale of the Shares and the  application of the proceeds  thereof as described in
the Prospectus,  will not be, an "investment company" as such term is defined in
the Investment  Company Act of 1940, as amended,  or a "holding company" as such
term is defined in the Public Utility Holding Company Act of 1935, as amended.

         (u) There are no contracts,  agreements or  understandings  between the
Company and any person  granting such person the right to require the Company to
file a  registration  statement  under the Act with respect to any securities of
the Company or to require the Company to include such securities with the Shares
registered pursuant to the Registration Statement.

         (v) Since the respective dates as of which  information is given in the
Prospectus  other  than  as  set  forth  in  the  Prospectus  (exclusive  of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development  involving
a prospective material adverse change in the condition,  financial or otherwise,
or the  earnings,  business,  management  or  operations  of the Company and its
subsidiaries,  taken as a whole,  (ii) there has not been any  material  adverse
change or any development involving a prospective material adverse change in the
capital stock or in the long-term debt of the Company or any of its  Significant
Subsidiaries   and  (iii)  neither  the  Company  nor  any  of  its  Significant
Subsidiaries  has  incurred  any material  liability  or  obligation,  direct or
contingent  that is likely to have a material  adverse effect on the Company and
its subsidiaries taken as a whole.

         (w) Each certificate signed by any officer of the Company and delivered
to the  Underwriters  or counsel  for the  Underwriters  shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby.

         Section 7.  Indemnification.  (a) The Company  agrees to indemnify  and
hold harmless each Underwriter,  its directors, its officers and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the  Exchange  Act,  from and against any and all losses,  claims,
damages, liabilities and judgments (including,  without limitation, to reimburse
any legal or other expenses reasonably incurred in connection with investigating
or defending any matter,  including any action, that could give rise to any such
losses, claims, damages, liabilities or judgments as such expenses are incurred)
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in  the  Registration  Statement  (or  any  amendment  thereto),  the
Prospectus  (or  any  amendment  or  supplement   thereto)  or  any  preliminary
prospectus,  or caused by any  omission or alleged  omission to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  except  insofar  as  such  losses,  claims,  damages,
liabilities or judgments are caused by any such untrue  statement or omission or
alleged  untrue  statement or omission  based upon  information  relating to any
Underwriter  furnished to the Company by such Underwriter  through you expressly
for use therein; provided,  however, that the foregoing indemnity agreement with
respect  to any  preliminary  prospectus  shall not inure to the  benefit of any
Underwriter who failed to deliver a Prospectus (as then amended or supplemented,
provided by the Company to the several  Underwriters  in the requisite  quantity
and on a timely basis to permit proper delivery on or prior to the Closing Date)
to the  person  asserting  any  losses,  claims,  damages  and  liabilities  and
judgments  caused by any untrue  statement  or  alleged  untrue  statement  of a
material fact contained in any preliminary prospectus, or caused by any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or  necessary to make the  statements  therein not  misleading,  if such
material  misstatement or omission or alleged material  misstatement or omission
was cured in such  Prospectus  and such  Prospectus  was  required  by law to be
delivered at or prior to the written confirmation of sale to such person.

         (b) Each Underwriter  agrees,  severally and not jointly,  to indemnify
and  hold  harmless  the  Company,  its  directors,  its  officers  who sign the
Registration  Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the  Exchange  Act, to the
same extent as the foregoing indemnity from the Company to such Underwriter, and
to reimburse any legal or other expenses  reasonably  incurred by the Company in
connection with investigating or defending any loss, claim, damage, liability or
action as such expenses are  incurred,  but only with  reference to  information
relating  to such  Underwriter  furnished  in  writing  to the  Company  by such
Underwriter through you expressly for use in the Registration  Statement (or any
amendment  thereto),  the Prospectus (or any amendment or supplement thereto) or
any preliminary prospectus.

         (c) In case any  action  shall be  commenced  involving  any  person in
respect of which  indemnity may be sought  pursuant to Section 7(a) or 7(b) (the
"indemnified  party"),  the  indemnified  party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying  party") in writing
and the  indemnifying  party shall assume the defense of such action,  including
the employment of counsel  reasonably  satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel,  as incurred  (except that
in the case of any action in respect of which  indemnity may be sought  pursuant
to both Sections 7(a) and 7(b), the Underwriter  shall not be required to assume
the  defense  of such  action  pursuant  to this  Section  7(c),  but may employ
separate  counsel  and  participate  in the  defense  thereof,  but the fees and
expenses of such counsel,  except as provided below,  shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof,  but the fees
and expenses of such counsel  shall be at the expense of the  indemnified  party
unless  (i)  the  employment  of  such  counsel  shall  have  been  specifically
authorized in writing by the indemnifying  party,  (ii) the  indemnifying  party
shall  have  failed to  assume  the  defense  of such  action or employ  counsel
reasonably  satisfactory to the indemnified  party or (iii) the named parties to
any such action  (including any impleaded  parties) include both the indemnified
party and the  indemnifying  party,  and the  indemnified  party shall have been
advised by such counsel that there may be one or more legal  defenses  available
to it  which  are  different  from  or  additional  to  those  available  to the
indemnifying  party (in which  case the  indemnifying  party  shall not have the
right to assume the defense of such action on behalf of the indemnified  party).
In any such case, the  indemnifying  party shall not, in connection with any one
action or  separate  but  substantially  similar or related  actions in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by Donaldson,  Lufkin & Jenrette Securities Corporation,  in the case
of parties indemnified pursuant to Section 7(a), and by the Company, in the case
of parties  indemnified  pursuant to Section 7(b). The indemnifying  party shall
indemnify and hold harmless the  indemnified  party from and against any and all
losses, claims,  damages,  liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than thirty business days
after the indemnifying  party shall have received a request from the indemnified
party for  reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying  party) and, prior
to the date of such  settlement,  the  indemnifying  party  shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior  written  consent  of the  indemnified  party,  effect any  settlement  or
compromise  of, or consent to the entry of judgment with respect to, any pending
or threatened  action in respect of which the indemnified party is or could have
been a party and  indemnity  or  contribution  may be or could have been  sought
hereunder  by the  indemnified  party,  unless such  settlement,  compromise  or
judgment (i) includes an unconditional release of the indemnified party from all
liability  on  claims  that are or could  have been the  subject  matter of such
action and (ii) does not include a  statement  as to or an  admission  of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

         (d) To the extent the indemnification provided for in this Section 7 is
unavailable to an indemnified  party or  insufficient  in respect of any losses,
claims,  damages,  liabilities  or  judgments  referred  to  therein,  then each
indemnifying  party,  in lieu of  indemnifying  such  indemnified  party,  shall
contribute to the amount paid or payable by such  indemnified  party as a result
of  such  losses,  claims,  damages,  liabilities  and  judgments  (i)  in  such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Shares or (ii) if the allocation  provided by clause 7(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the  relative  benefits  referred to in clause  7(d)(i)  above but also the
relative fault of the Company on the one hand and the  Underwriters on the other
hand in  connection  with the  statements  or omissions  which  resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable  considerations.  The relative benefits received by the Company on the
one hand and the  Underwriters  on the other  hand  shall be deemed to be in the
same  proportion  as the total net proceeds from the offering  (after  deducting
underwriting discounts and commissions,  but before deducting expenses) received
by the Company, and the total underwriting discounts and commissions received by
the  Underwriters,  bear to the total price to the public of the Shares, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault of the  Company  on the one hand and the  Underwriters  on the other  hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material fact relates to  information  supplied by the Company or the
Underwriters and the parties' relative intent, knowledge,  access to information
and opportunity to correct or prevent such statement or omission.

         The  Company and the  Underwriters  agree that it would not be just and
equitable if  contribution  pursuant to this Section 7(d) were determined by pro
rata allocation  (even if the  Underwriters  were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages,  liabilities  or  judgments  referred  to in  the  immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with  investigating  or defending any matter,  including any
action, that could have given rise to such losses, claims, damages,  liabilities
or judgments.  Notwithstanding  the provisions of this Section 7, no Underwriter
shall be required to contribute  any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were  offered  to the  public  exceeds  the  amount of any  damages  which  such
Underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.   The  Underwriters'  obligations  to  contribute
pursuant to this Section 7(d) are several in proportion to the respective number
of Shares purchased by each of the Underwriters hereunder and not joint.

         (e) The remedies  provided for in this Section 7 are not  exclusive and
shall not limit any rights or remedies  which may  otherwise be available to any
indemnified party at law or in equity.

         SECTION  8.  Conditions  of  Underwriters'  Obligations.   The  several
obligations of the Underwriters to purchase the Firm Shares under this Agreement
are subject to the satisfaction of each of the following conditions:

         (a) All the  representations and warranties of the Company contained in
this Agreement shall be true and correct on the Closing Date with the same force
and effect as if made on and as of the Closing Date.

         (b) At the Closing Date, no stop order suspending the  effectiveness of
the  Registration  Statement  shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or  contemplated by
the Commission.

         (c) The Prospectus  and any amendment or supplement  thereto shall have
been filed with the Commission in the manner and within the time period required
by Rules 434 and 424(b) under the Act.

         (d) Since the respective dates as of which  information is given in the
Prospectus  other  than  as  set  forth  in  the  Prospectus  (exclusive  of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any adverse change or any development  involving a
prospective  adverse  change in the  condition,  financial or otherwise,  or the
earnings,   business,   management   or   operations  of  the  Company  and  its
subsidiaries,  taken as a whole,  (ii)  there  shall not have  been any  adverse
change or any development  involving a prospective adverse change in the capital
stock  or in the  long-term  debt  of  the  Company  or  any of its  Significant
Subsidiaries   and  (iii)  neither  the  Company  nor  any  of  its  Significant
Subsidiaries  shall  have  incurred  any  liability  or  obligation,  direct  or
contingent,  the effect of which,  in any such case described in clause 8(d)(i),
8(d)(ii) or 8(d)(iii),  in your judgment, is material and adverse to the Company
and  its  subsidiaries  taken  as a  whole  and,  in  your  judgment,  makes  it
impracticable  to market the Shares on the terms and in the manner  contemplated
in the Prospectus.

         (e) You shall have received on the Closing Date a certificate dated the
Closing Date,  signed by the Chairman of the Board,  the President or one of the
Executive Vice Presidents and the Chief Financial  Officer or the Vice President
and  Controller  of the  Company,  confirming  the matters set forth in Sections
6(v),  8(a),  8(b),  8(c) and 8(d) and that the Company has complied with all of
the agreements and satisfied all of the conditions herein contained and required
to be complied with or satisfied by the Company on or prior to the Closing Date.

         (f)  You  shall  have   received  on  the   Closing   Date  an  opinion
(satisfactory to you and counsel for the Underwriters),  dated the Closing Date,
of Simpson Thacher & Bartlett, counsel for the Company, to the effect that:

                  (i)  the  Company  has  been  duly  incorporated,  is  validly
         existing  as a  corporation  in good  standing  under  the  laws of its
         jurisdiction of incorporation and has the corporate power and authority
         to carry on its business as described in the Prospectus;

                  (ii) the Shares have been duly authorized and, when issued and
         delivered to the  Underwriters  against payment therefor as provided by
         this Agreement,  will be validly issued, fully paid and non-assessable,
         and the  issuance of such Shares will not be subject to any  preemptive
         or similar rights;

                  (iii) this  Agreement has been duly  authorized,  executed and
delivered by the Company;

                  (iv) the Registration Statement has become effective under the
         Act and the Prospectus  was filed with the Commission  pursuant to Rule
         424 within the applicable time period prescribed by Rule 424;

                  (v) the statements  under the caption  "Description of Capital
         Stock"  in the  Prospectus  and Item 15 of Part II of the  Registration
         Statement,  insofar as such statements  constitute a summary of (i) the
         terms of the Company's capital stock (including the Shares), constitute
         accurate  summaries of the terms of such capital  stock in all material
         respects and (ii) the legal matters,  documents or proceedings referred
         to therein, are accurate in all material respects;

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

                  (vii)  (A)  each  document,  if  any,  filed  pursuant  to the
         Exchange Act and  incorporated  by reference in the Prospectus  (except
         for financial  statements and other financial data included  therein as
         to which no opinion  need be  expressed)  complied  when so filed as to
         form  in  all  material   respects  with  the  Exchange  Act,  (B)  the
         Registration  Statement  and  the  Prospectus  and  any  supplement  or
         amendment  thereto  (except  for the  financial  statements  and  other
         financial  data  included  therein  as to  which  no  opinion  need  be
         expressed)  complied when so filed as to form in all material  respects
         with the Act,  (C) such  counsel  has no reason to believe  that at the
         time the Registration  Statement, or any further amendment thereto made
         by the  Company  prior  to the  Closing  Date,  became  effective,  the
         Registration  Statement (except for the financial  statements and other
         financial  data  included  therein  as to which such  counsel  need not
         express  any  belief  and  except  for  the  part  of the  Registration
         Statement  that  constitutes  the Statement of  Eligibility  (Form T-1)
         under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
         Act"))  contained any untrue statement of a material fact or omitted to
         state a material  fact  required to be stated  therein or  necessary to
         make the  statements  therein not  misleading,  (D) such counsel has no
         reason to believe that the Prospectus,  as amended or supplemented,  if
         applicable  (except for the financial  statements  and other  financial
         data,  as to which such counsel  need not express any belief)  contains
         any untrue  statement  of a material  fact or omits to state a material
         fact necessary in order to make the statements therein, in the light of
         the circumstances  under which they were made, not misleading,  and (E)
         to such counsel's knowledge, no stop order suspending the effectiveness
         of the Registration  Statement or any post-effective  amendment thereto
         and no order directed at any document  incorporated by reference in the
         Registration Statement, the Prospectus,  or any amendment or supplement
         thereto  has  been  issued,  and  to  such  counsel's   knowledge,   no
         proceedings  for that purpose have been instituted or threatened by the
         Commission.

         The opinion of Simpson  Thacher & Bartlett  described  in Section  8(f)
above  shall be rendered to you at the request of the Company and shall so state
therein.  In giving such opinion,  Simpson Thacher & Bartlett may state that (1)
their  opinion is limited to matters  governed by the federal laws of the United
States of America, the laws of the State of New York and the General Corporation
Law of the State of Delaware, and that such counsel is not admitted in the State
of  Delaware  and (2) as to matters of fact,  they rely to the extent  they deem
proper on certificates of responsible  officers of the Company and  certificates
or other written statements of officers of departments of various  jurisdictions
having custody of documents  respecting the corporate existence or good standing
of the Company and its subsidiaries.

         In giving such opinions with respect to the matters  covered by Section
8(f)(vii),  Simpson  Thacher & Bartlett may state that their  opinion and belief
are based  upon  their  participation  in the  preparation  of the  Registration
Statement and Prospectus and any amendments or supplements thereto and documents
incorporated  therein by  reference  and review and  discussion  of the contents
thereof, but is without independent check or verification except as specified.

         (g)  You  shall  have   received  on  the   Closing   Date  an  opinion
(satisfactory to you and counsel for the Underwriters),  dated the Closing Date,
of the General Counsel to the Company to the effect that:

                  (i) all the outstanding shares of capital stock of the Company
         have  been duly  authorized  and  validly  issued  and are fully  paid,
         non-assessable and not subject to any preemptive or similar rights;

                  (ii)   each   of  the   Company's   Significant   Subsidiaries
         incorporated in the United States is validly  existing as a corporation
         in good standing under the laws of its  jurisdiction  of  incorporation
         and has the  corporate  power and authority to carry on its business as
         described in the Prospectus;  and with respect to each of the Company's
         Significant  Subsidiaries  incorporated  in a jurisdiction  outside the
         United States,  such counsel will make  equivalent  representations  in
         accordance  with the laws of the  jurisdiction  of each such non-United
         States Significant Subsidiary;

                  (iii) each of the  Company  and its  Significant  Subsidiaries
         incorporated  in the  United  States is duly  qualified  and is in good
         standing  as a foreign  corporation  authorized  to do business in each
         jurisdiction  in which the nature of its  business or its  ownership or
         leasing of  property  requires  such  qualification,  except  where the
         failure to be so qualified would not have a material  adverse effect on
         the business,  prospects,  financial condition or results of operations
         of the Company and its subsidiaries, taken as a whole; and with respect
         to each of the Company's  Significant  Subsidiaries  incorporated  in a
         jurisdiction   outside  the  United  States,  such  counsel  will  make
         equivalent   representations   in  accordance  with  the  laws  of  the
         jurisdiction of each such non-United States Significant Subsidiary;

                  (iv) all of the outstanding shares of capital stock of each of
         the  Company's  Significant  Subsidiaries  incorporated  in the  United
         States have been duly  authorized and validly issued and are fully paid
         and  non-assessable,   and  are  owned  by  the  Company,  directly  or
         indirectly,  through  one or more  subsidiaries,  free and clear of any
         Lien;   and  with  respect  to  each  of  the   Company's   Significant
         Subsidiaries  incorporated in a jurisdiction outside the United States,
         such counsel will make  equivalent  representations  in accordance with
         the laws of the jurisdiction of each such non-United States Significant
         Subsidiary;

                  (v)  neither the  Company  nor, to the best of such  counsel's
         knowledge,  any of its Significant  Subsidiaries is in violation of its
         respective  charter  or  by-laws  and,  to the  best of such  counsel's
         knowledge,  neither the Company nor any of its Significant Subsidiaries
         is in default in the performance of any obligation, agreement, covenant
         or condition  contained in any  indenture,  loan  agreement,  mortgage,
         lease or other  agreement or  instrument to which the Company or any of
         its Significant  Subsidiaries is a party or by which the Company or any
         of its Significant  Subsidiaries or their respective  property is bound
         the violation or default of which would have a material  adverse effect
         on the Company and its subsidiaries, taken as a whole;

                  (vi) the execution, delivery and performance of this Agreement
         by the Company,  the  compliance by the Company with all the provisions
         hereof and the  consummation of the  transactions  contemplated  hereby
         will not (A)  require any  consent,  approval,  authorization  or other
         order of, or  qualification  with,  any court or  governmental  body or
         agency (except such as may be required under the securities or Blue Sky
         laws of the various  states),  (B) conflict with or constitute a breach
         of any of the terms or provisions of, or a default  under,  the charter
         or by-laws of the Company or, to the best of such counsel's  knowledge,
         any of its Significant  Subsidiaries or any indenture,  loan agreement,
         mortgage,  lease or other  agreement or instrument  that is material to
         the  Company  and its  subsidiaries,  taken  as a whole,  to which  the
         Company or any of its  Significant  Subsidiaries is a party or by which
         the Company or any of its Significant  Subsidiaries or their respective
         property is bound, (C) to the best of such counsel's knowledge, violate
         or conflict with any applicable law or any rule, regulation,  judgment,
         order or decree of any court or any governmental  body or agency having
         jurisdiction over the Company,  any of its Significant  Subsidiaries or
         their  respective  property  or (D)  to  the  best  of  such  counsel's
         knowledge,  result in the suspension,  termination or revocation of any
         Authorization of the Company or any of its Significant  Subsidiaries or
         any  other  impairment  of  the  rights  of  the  holder  of  any  such
         Authorization;

                  (vii)  (A)  there  are no  legal or  governmental  proceedings
         pending  or, to the best of such  counsel's  knowledge,  threatened  to
         which  the  Company  is or  could  be a party  or to  which  any of its
         property is or could be subject  that are  required to be  described in
         the Registration  Statement or the Prospectus and are not so described,
         or of any statutes, regulations,  contracts or other documents that are
         required  to  be  described  in  the  Registration   Statement  or  the
         Prospectus  or to be filed as  exhibits to the  Registration  Statement
         that are not so  described  or filed as required and (B) to the best of
         such  counsel's   knowledge,   there  are  no  legal  or   governmental
         proceedings  pending  or  threatened  to  which  any of  the  Company's
         Significant  Subsidiaries  is or could  be a party  or to which  any of
         their  respective  property is or could be subject that are required to
         be described in the  Registration  Statement or the  Prospectus and are
         not so described, or of any statutes,  regulations,  contracts or other
         documents  that  are  required  to be  described  in  the  Registration
         Statement  or  the  Prospectus  or to  be  filed  as  exhibits  to  the
         Registration Statement that are not so described or filed as required;

                  (viii) to the best of such  counsel's  knowledge,  neither the
         Company  nor  any of its  Significant  Subsidiaries  has  violated  any
         provisions  of the  Foreign  Corrupt  Practices  Act,  or the rules and
         regulations promulgated  thereunder,  except for such violations which,
         singly or in the aggregate, would not have a material adverse effect on
         the business, prospects, financial condition or results of operation of
         the Company and its subsidiaries, taken as a whole;

                  (ix) (A) the Company has such  Authorizations of, and has made
         all  filings  with and  notices  to,  all  governmental  or  regulatory
         authorities and self-regulatory  organizations and all courts and other
         tribunals  as are  necessary  to own,  lease,  license  and operate its
         respective  properties  and to conduct its  business,  except where the
         failure to have any such  Authorization  or to make any such  filing or
         notice would not, singly or in the aggregate,  have a material  adverse
         effect on the business,  prospects,  financial  condition or results of
         operations of the Company and its  subsidiaries,  taken as a whole;  to
         the best of such counsel's knowledge,  each such Authorization is valid
         and in full force and effect and the  Company is in  compliance  in all
         material  respects with all the terms and  conditions  thereof and with
         the rules and  regulations  of the  authorities  and  governing  bodies
         having  jurisdiction  with  respect  thereto;  and, to the best of such
         counsel's  knowledge,   no  event  has  occurred  (including,   without
         limitation,  the receipt of any notice from any  authority or governing
         body) which  allows or,  after  notice or lapse of time or both,  would
         allow, revocation,  suspension or termination of any such Authorization
         or results or, after  notice or lapse of time or both,  would result in
         any  other  impairment  of  the  rights  of  the  holder  of  any  such
         Authorization;  except where such failure to be valid and in full force
         and effect or to be in compliance,  the occurrence of any such event or
         the  presence  of any such  restriction  would  not,  singly  or in the
         aggregate,  have a material adverse effect on the business,  prospects,
         financial  condition  or results of  operations  of the Company and its
         subsidiaries,  taken as a whole;  and (B) to the best of such counsel's
         knowledge,  each of the  Company's  Significant  Subsidiaries  has such
         Authorizations  of, and has made all  filings  with and notices to, all
         governmental   or   regulatory    authorities    and    self-regulatory
         organizations  and all courts and other  tribunals as are  necessary to
         own,  lease,  license  and  operate its  respective  properties  and to
         conduct  its  business,  except  where  the  failure  to have  any such
         Authorization or to make any such filing or notice would not, singly or
         in the  aggregate,  have a  material  adverse  effect on the  business,
         prospects,  financial condition or results of operations of the Company
         and its  subsidiaries,  taken as a whole; to the best of such counsel's
         knowledge,  each  such  Authorization  is valid  and in full  force and
         effect  and  each  of  the  Company's  Significant  Subsidiaries  is in
         compliance in all material  respects with all the terms and  conditions
         thereof  and with the  rules and  regulations  of the  authorities  and
         governing bodies having jurisdiction with respect thereto;  and, to the
         best of such  counsel's  knowledge,  no event has occurred  (including,
         without  limitation,  the receipt of any notice from any  authority  or
         governing body) which allows or, after notice or lapse of time or both,
         would  allow,  revocation,   suspension  or  termination  of  any  such
         Authorization  or results  or,  after  notice or lapse of time or both,
         would result in any other impairment of the rights of the holder of any
         such  Authorization;  except where such failure to be valid and in full
         force and effect or to be in  compliance,  the  occurrence  of any such
         event or the presence of any such  restriction  would not, singly or in
         the  aggregate,  have  a  material  adverse  effect  on  the  business,
         prospects,  financial condition or results of operations of the Company
         and its subsidiaries, taken as a whole;

                  (x) there are no contracts, agreements or, to the best of such
         counsel's knowledge,  understandings between the Company and any person
         granting  such  person  the  right to  require  the  Company  to file a
         registration  statement under the Act with respect to any securities of
         the Company or to require the Company to include such  securities  with
         the Shares registered pursuant to the Registration Statement; and

                  (xi) (A) such  counsel  has no reason to  believe  that at the
         time the Registration  Statement, or any further amendment thereto made
         by the  Company  prior  to the  Closing  Date,  became  effective,  the
         Registration  Statement (except for the financial  statements and other
         financial  data  included  therein  as to which such  counsel  need not
         express  any  belief  and  except  for  the  part  of the  Registration
         Statement  that  constitutes  the Statement of  Eligibility  (Form T-1)
         under the Trust  Indenture  Act)  contained  any untrue  statement of a
         material fact or omitted to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         (B) such  counsel  has no reason to  believe  that the  Prospectus,  as
         amended  or  supplemented,  if  applicable  (except  for the  financial
         statements and other  financial data, as to which such counsel need not
         express any belief) contains any untrue statement of a material fact or
         omits  to  state a  material  fact  necessary  in  order  to  make  the
         statements  therein, in the light of the circumstances under which they
         were made, not misleading.

         In giving such opinions as described in Section 8(g) above, the General
Counsel may state that such  counsel  relies to the extent he deems  proper upon
counsel  located in  jurisdictions  in which such  counsel  is not  admitted  to
practice.

         (h) You shall have  received on the Closing Date an opinion,  dated the
Closing Date, of Milbank,  Tweed, Hadley & McCloy, counsel for the Underwriters,
with  respect  to  the  Prospectus  and  such  other  related   matters  as  the
Underwriters  may  reasonably  require,  and the Company shall have furnished to
such counsel such  documents as they may  reasonably  request for the purpose of
enabling them to pass upon such matters.

         (i) You shall have received, on each of the date hereof and the Closing
Date, a letter dated the date hereof or the Closing Date, as the case may be, in
form and substance  satisfactory to you, from Arthur  Andersen LLP,  independent
public  accountants,  containing  the  information  and  statements  of the type
ordinarily  included in  accountants'  "comfort  letters" to  Underwriters  with
respect to the financial statements and certain financial  information contained
in or  incorporated  by  reference  into  the  Registration  Statement  and  the
Prospectus.

         (j) The Company shall have delivered to you the agreements specified in
Section 2 hereof  which  agreements  shall be in full  force  and  effect on the
Closing Date.

         (k) The Shares shall have been duly listed for  quotation on the Nasdaq
National Market.

         (l) The Company  shall not have failed on or prior to the Closing  Date
to perform or comply with any of the agreements herein contained and required to
be performed or complied with by the Company on or prior to the Closing Date.

         The several  obligations of the Underwriters to purchase any Additional
Shares  hereunder  are  subject to the  delivery  to the  Representative  on the
applicable Additional Shares Closing Date of such documents as it may reasonably
request with respect to the good standing of the Company,  the due authorization
and issuance of such Additional Shares and other matters related to the issuance
of such Additional Shares.

     SECTION 9. Effectiveness of Agreement and Termination. This Agreement shall
become  effective  upon the  execution  and  delivery of this  Agreement  by the
parties hereto.

         This Agreement may be terminated at any time on or prior to the Closing
Date  by you by  written  notice  to the  Company  if any of the  following  has
occurred: (i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus,  there has been any adverse effect or
development  involving a prospective  material  adverse effect in the condition,
financial or otherwise, of the Company or any of its Significant Subsidiaries or
the  earnings,  affairs,  or  business  prospects  of the  Company or any of its
Significant  Subsidiaries,  whether  or not  arising in the  ordinary  course of
business,  which would, in your judgment,  make it  impracticable  to market the
Shares on the terms and in the manner  contemplated in the Prospectus,  (ii) any
outbreak  or  escalation  of  hostilities  or other  national  or  international
calamity or crisis or change in economic  conditions or in the financial markets
of the United  States or  elsewhere  that,  in your  judgment,  is material  and
adverse and, in your judgment,  makes it  impracticable  to market the Shares on
the terms and in the manner contemplated in the Prospectus, (iii) the suspension
or material  limitation of trading in securities or other instruments on the New
York Stock Exchange,  the American Stock Exchange,  the Chicago Board of Options
Exchange or the Nasdaq National Market or limitation on prices for securities or
other  instruments on any such exchange or the Nasdaq National Market,  (iv) the
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter  market,  (v)  the  enactment,  publication,  decree  or  other
promulgation of any federal or state statute,  regulation,  rule or order of any
court or other  governmental  authority  which in your  opinion  materially  and
adversely  affects,  or will  materially  and  adversely  affect,  the business,
prospects,  financial  condition or results of operations of the Company and its
Significant  Subsidiaries,  taken as a whole,  (vi) the declaration of a banking
moratorium by either  federal or New York State  authorities or (vii) the taking
of any action by any federal,  state or local government or agency in respect of
its  monetary or fiscal  affairs  which in your  opinion has a material  adverse
effect on the financial markets in the United States.

         If on the Closing Date or on an Additional  Shares Closing Date, as the
case  may be,  any  one or more of the  Underwriters  shall  fail or  refuse  to
purchase the Firm Shares or Additional  Shares, as the case may be, which it has
or they have agreed to purchase  hereunder on such date and the aggregate number
of Firm Shares or Additional  Shares,  as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the total number of Firm Shares or Additional  Shares,  as the
case  may  be,  to  be  purchased  on  such  date  by  all  Underwriters,   each
non-defaulting Underwriter shall be obligated severally, in the proportion which
the number of Firm Shares set forth opposite its name in Schedule I bears to the
total  number of Firm  Shares  which all the  non-defaulting  Underwriters  have
agreed to purchase,  or in such other proportion as you may specify, to purchase
the Firm Shares or Additional  Shares, as the case may be, which such defaulting
Underwriter  or  Underwriters  agreed but failed or refused to  purchase on such
date; provided that in no event shall the number of Shares which any Underwriter
has agreed to  purchase  pursuant to Section 2 hereof be  increased  pursuant to
this  Section 9 by an amount in  excess of  one-ninth  of such  number of Shares
without  the written  consent of such  Underwriter.  If on the Closing  Date any
Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the
aggregate  number of Firm Shares with  respect to which such  default  occurs is
more than  one-tenth of the  aggregate  number of Firm Shares to be purchased by
all  Underwriters  and  arrangements  satisfactory  to you and the  Company  for
purchase of such Firm  Shares are not made  within 48 hours after such  default,
this   Agreement  will   terminate   without   liability  on  the  part  of  any
non-defaulting  Underwriter  and the  Company.  In any such case  which does not
result in  termination of this  Agreement,  either you or the Company shall have
the right to postpone  the Closing  Date,  but in no event for longer than seven
business days, in order that the required  changes,  if any, in the Registration
Statement  and the  Prospectus  or any other  documents or  arrangements  may be
effected.  If,  on  an  Additional  Shares  Closing  Date,  any  Underwriter  or
Underwriters  shall  fail  or  refuse  to  purchase  Additional  Shares  and the
aggregate number of Additional  Shares with respect to which such default occurs
is more  than  one-tenth  of the  aggregate  number of  Additional  Shares to be
purchased on such date, the non-defaulting Underwriters shall have the option to
(i) terminate their obligation  hereunder to purchase such Additional  Shares or
(ii)  purchase  not  less  than  the  number  of  Additional  Shares  that  such
non-defaulting  Underwriters  would have been obligated to purchase on such date
in the absence of such default.  Any action taken under this paragraph shall not
relieve any defaulting Underwriter from any liability it may have to the Company
and the other Underwriters for damages caused by its default.

         SECTION 10.  Miscellaneous.  Notices given pursuant to any provision of
this Agreement  shall be addressed as follows:  (i) if to the Company,  to EMCOR
Group, Inc., 101 Merritt Seven Corporate Park, Norwalk, Connecticut,  06851, and
(ii) if to any Underwriter,  to you c/o Donaldson,  Lufkin & Jenrette Securities
Corporation,  277 Park Avenue,  New York, New York 10172,  Attention:  Syndicate
Department,  or in any case to such other  address as the person to be  notified
may have  requested in writing.  The Company  shall be entitled to rely upon any
request,   consent,  notice  or  agreement  given  or  made  on  behalf  of  the
Underwriters by Donaldson, Lufkin & Jenrette Securities Corporation.

         The respective indemnities,  contribution agreements,  representations,
warranties and other statements of the Company and the several  Underwriters set
forth in or made pursuant to this Agreement  shall remain  operative and in full
force and  effect,  and will  survive  delivery  of and  payment for the Shares,
regardless  of (i) any  investigation,  or statement as to the results  thereof,
made by or on  behalf of any  Underwriter,  the  officers  or  directors  of any
Underwriter,  any person controlling any Underwriter,  the Company, the officers
or  directors  of the  Company  or any  person  controlling  the  Company,  (ii)
acceptance of the Shares and payment for them hereunder and (iii) termination of
this Agreement.

         If for any reason the Shares are not  delivered  by or on behalf of the
Company as provided  herein (other than as a result of any  termination  of this
Agreement  pursuant to Section 9), the Company  agrees to reimburse  the several
Underwriters for all out-of-pocket  expenses  (including the reasonable fees and
disbursements of counsel) incurred by them.  Notwithstanding  any termination of
this Agreement, the Company shall be liable for all expenses which it has agreed
to pay pursuant to Section 5(k) hereof. However, if this Agreement is terminated
pursuant to Section 9 by reason of the default of one or more Underwriters,  the
Company  shall not be obligated  to  reimburse  any  defaulting  Underwriter  on
account of those  expenses.  The Company  also agrees to  reimburse  the several
Underwriters,  their  directors and officers and any persons  controlling any of
the  Underwriters  for  reasonable  fees and  expenses  (including  the fees and
disbursements  of counsel)  incurred by them in connection  with enforcing their
rights hereunder (including, without limitation, pursuant to Section 7 hereof).

         Except  as  otherwise  provided,  this  Agreement  has been and is made
solely  for  the  benefit  of  and  shall  be  binding  upon  the  Company,  the
Underwriters,  the Underwriters' directors and officers, any controlling persons
referred to herein, the Company's  directors and the Company's officers who sign
the Registration  Statement and their respective  successors and assigns, all as
and to the extent provided in this Agreement,  and no other person shall acquire
or have any right under or by virtue of this Agreement. The term "successors and
assigns"  shall not  include a  purchaser  of any of the Shares  from any of the
several Underwriters merely because of such purchase.

         This Agreement  shall be governed and construed in accordance  with the
internal laws of the State of New York.

         This  Agreement may be signed in various  counterparts  which  together
shall constitute one and the same instrument.





         Please  confirm that the foregoing  correctly  sets forth the agreement
between the Company and the several Underwriters.

                                                     Very truly yours,

                                                     EMCOR GROUP, INC.

                                                     By: _______________________
                                                         Title:



DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION

Acting severally on behalf of itself and the several
  Underwriters named in Schedule I hereto

By:  DONALDSON, LUFKIN & JENRETTE
          SECURITIES CORPORATION

   By: ____________________________









                                   SCHEDULE I




                                                           Number of Firm Shares
Underwriters                                                   to be Purchased

Donaldson, Lufkin & Jenrette Securities Corporation                 900,000
Cleary, Gull, Reiland & McDevitt Inc.                                40,000
Suntrust Equitable Securities                                        40,000
L.H. Friend, Weinress, Frankson & Presson, Inc.                      40,000
Morgan Keegan & Company, Inc.                                        40,000
Sanders Morris Mundy Inc.                                            40,000
                                                                    --------
                                        Total:                    1,100,000






                                   SCHEDULE II

                            Significant Subsidiaries


Comstock Canada
Drake & Scull Engineering
Dynalectric Company
Forest Electric
Gibson Electric
Hansen Mechanical
Hyre Electric
J.C. Higgins
Penguin Air Conditioning
Trautman & Shreve
University Mechanical