Exhibit 1.1

                            VIPER MOTORCYCLE COMPANY

                        1,800,000 Shares of Common Stock

                            (No Par Value Per Share)

                                       and

        Redeemable Warrants to Purchase 1,800,000 Shares of Common Stock

                             UNDERWRITING AGREEMENT

Lane Capital Markets, LLC                                  _______________, 2004
   As Representative of the Several Underwriters
263 Queens Grant Road
Fairfield, CT 06824

Dear Sirs:

         Viper Motorcycle Company, a Minnesota corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule A hereto (the
"Underwriters"), for whom Lane Capital Markets, LLC is acting as representative
(the "Representative") an aggregate of one million eight hundred thousand
(1,800,000) shares of common stock of the Company, no par value per share (the
"Firm Shares"), which Firm Shares are presently authorized but unissued shares
of the common stock, no par value per share (individually, a "Common Share" and
collectively the "Common Shares"), of the Company, and one million eight hundred
thousand (1,800,000) Common Share purchase warrants (the "Firm Warrants"),
entitling the holder of each Firm Warrant to purchase, at any time commencing
________, 2004 (or such earlier date as to which the Underwriter consents) until
__________, 2007, one (1) Common Share, at an exercise price of [_____]
($[____]) (subject to adjustment in certain circumstances). The Company shall
have the right to call each Firm Warrant for redemption upon not less than
twenty (20) days' written notice at a redemption price of One Cent ($.01) per
Firm Warrant; provided, that the closing bid quotation per Common Share on all
twenty (20) of the trading days ending on the third trading day prior to the day
on which the Company gives notice (the "Call Date") of redemption has been at
least 33 1/3% (currently [$___], subject to adjustment) of the then effective
exercise price of the Warrants and the Company obtains the written consent of
the Representative with respect to such redemption prior to the Call Date. In
addition, the Underwriters, or at its option, the Representative individually,
in order to cover over-allotments in the sale of the Firm Shares and/or Firm
Warrants, may purchase up to an aggregate of two seventy thousand (270,000)
Common Shares (the "Optional Shares") and/or two hundred seventy thousand
(270,000) Common Share purchase warrants (the "Optional Warrants") entitling the
holder of each Optional Warrant to purchase one (1) Common Share on the same
terms as the



Firm Warrants. The Firm Shares and the Optional Shares are hereinafter sometimes
collectively referred to as the "Shares"; and the Firm Warrants and the Optional
Warrants are hereinafter sometimes collectively referred to as the "Warrants."
The Warrants will be issued pursuant to a Warrant Agreement (the "Warrant
Agreement") to be dated as of the Closing Date (as hereinafter defined) by and
among the Company, the Underwriter and Continental Stock Transfer & Trust
Company, as warrant agent (the "Warrant Agent").

         The Company also proposes to issue and sell to the Representative, for
its own account and the accounts of its designees, warrants (the
"Representative's Warrants") to purchase up to an aggregate of two hundred
seventy thousand (270,000) Common Share(s) (collectively, the "Underlying
Shares") and/or two hundred seventy thousand (270,000) warrant(s) similar but
not identical to the Warrants (collectively, the "Underlying Warrants"), which
sale will be consummated in accordance with the terms and conditions of the form
of Underwriter's Warrant Agreement (the "Representative's Warrant Agreement")
filed as an exhibit to the Registration Statement (as hereinafter defined). The
Underlying Shares, the Common Shares issuable upon exercise of the Warrants and
the Common Shares issuable upon exercise of the Underlying Warrants are
hereinafter sometimes referred to as the "Warrant Shares". The Shares, the
Warrants, the Representative's Warrants, the Underlying Warrants and the Warrant
Shares (collectively, the "Securities") are more fully described in the
Registration Statement and the Prospectus, as defined below.

         The Company hereby confirms its agreement with the Underwriters as
follows:

         1.       PURCHASE AND SALE OF FIRM SHARES AND FIRM WARRANTS. On the
basis of the representations and warranties herein contained, but subject to the
terms and conditions herein set forth, the Company hereby agrees to sell to the
Underwriters, and each such Underwriter agrees, severally and not jointly, to
buy from the Company at a purchase price of $[___] per Firm Share and $[___] per
Firm Warrant, the number of Firm Shares and Firm Warrants set forth opposite the
names of the Underwriters on Schedule A hereto. The Underwriters agree to offer
the Firm Shares and Firm Warrants to the public as set forth in the Prospectus.

         2.       PAYMENT AND DELIVERY.

                  Payment for the Firm Shares and Firm Warrants will be made to
the Company by wire transfer or certified or official bank check or checks
payable to its order in New York Clearing House funds, at the offices of the
Representative, Lane Capital Markets, LLC, 263 Queens Grant Road, Fairfield, CT
06824 against delivery of the Firm Shares and Firm Warrants to the
Representative, for the respective accounts of the Underwriters. Such payment
and delivery will be made at [_____] A.M., New York City time, on the third
business day following the Effective Date (the fourth business day following the
Effective Date in the event that trading of the Firm Shares and Firm Warrants
commences on the day following the Effective Date), the date and time of such
payment and delivery being herein called the "Closing Date." The certificates
representing the Firm Shares and Firm Warrants to be delivered will be in such
denominations and registered in such names as the Representative may request not
less than two full business days prior to the Closing Date, and will be made
available to the Representative for inspection, checking and packaging at the
office of the Company's transfer agent or

                                      -2-


correspondent in New York City, Continental Stock Transfer & Trust Company, 17
Battery Place, 8th Floor, New York, New York 10004 not less than one full
business day prior to the Closing Date.

                  On the Closing Date, the Company will sell the
Representative's Warrants to the Representative or to the Representative's
designees, limited to officers and partners of the Representative, the
Underwriters, members of the selling group and/or any of the officers, directors
or partners of the Underwriters or members of the selling group (collectively,
the "Representative's Designees"). The Representative's Warrants will be in the
form of, and in accordance with, the provisions of the Representative's Warrant
Agreement. The aggregate purchase price for the Representative's Warrants is One
Hundred Seventy Dollars ($270.00). Payment for the Representative's Warrants
will be made to the Company by check or checks payable to its order on the
Closing Date against delivery of the certificates representing the
Representative's Warrants. The certificates representing the Representative's
Warrants will be in such denominations and such names as the Representative may
request prior to the Closing Date.

         3.       OPTION TO PURCHASE OPTIONAL SHARES AND/OR OPTIONAL WARRANTS.

                  (a)      For the purposes of covering any overallotments in
connection with the distribution and sale of the Firm Shares and Firm Warrants
as contemplated by the Prospectus, the Representative and/or the Underwriters
are hereby granted an option to purchase all or any part of the Optional Shares
and/or Optional Warrants from the Company. The purchase price to be paid for the
Optional Shares and Optional Warrants will be the same price per Optional Share
and Optional Warrant as the price per Firm Share or Firm Warrant, as the case
may be, set forth in Section 1 hereof. The option granted hereby may be
exercised by the Representative, individually or as Representative of the
Underwriters, as to all or any part of the Optional Shares and/or the Optional
Warrants at any time within 45 days after the Effective Date. The number of
Optional Shares and Optional Warrants to be purchased by each Underwriter, if
any, shall bear the same percentage to the total number of Optional Shares and
Optional Warrants being purchased pursuant to this Section 3(a) as the number of
Firm Shares and Firm Warrants being purchased by such Underwriter bears to the
total number of Firm Shares and Firm Warrants being purchased pursuant to
Section 1 hereof, as adjusted, in each case by the Representative in such manner
as the Representative may deem appropriate. Neither the Representative nor the
Underwriter will be under any obligation to purchase any Optional Shares or
Optional Warrants prior to the exercise of such option.

                  (b)      The option granted hereby may be exercised by the
Representative by giving oral notice to the Company, which must be confirmed by
a letter, telex or telegraph setting forth the number of Optional Shares and
Optional Warrants to be purchased, the date and time for delivery of and payment
for the Optional Shares and Optional Warrants to be purchased and stating that
the Optional Shares and Optional Warrants referred to therein are to be used for
the purpose of covering over-allotments in connection with the distribution and
sale of the Firm Shares and Firm Warrants. If such notice is given prior to the
Closing Date, the date set forth therein for such delivery and payment will not
be earlier than either two full business days thereafter or the Closing Date,
whichever occurs later. If such notice is given on or after the Closing Date,
the date set forth therein for such delivery and payment will not be earlier
than two

                                      -3-


full business days thereafter. In either event, the date so set forth will not
be more than 15 full business days after the date of such notice. The date and
time set forth in such notice is herein called the "Option Closing Date." Upon
exercise of such option, the Company will become obligated to convey to the
Representative for itself or for the account of the Underwriters, and, subject
to the terms and conditions set forth in Section 3(d) hereof, the Representative
and/or the Underwriters will become obligated to purchase, the number of
Optional Shares and Optional Warrants specified in such notice.

                  (c)      Payment for any Optional Shares and Optional Warrants
purchased will be made to the Company by wire transfer or certified or official
bank check or checks payable to its order in New York Clearing House funds, at
the office of the Representative, against delivery of the Optional Shares and
Optional Warrants purchased to the Representative, for itself or for the
respective accounts of the Underwriters. The certificates representing the
Optional Shares and Optional Warrants to be delivered will be in such
denominations and registered in such names as the Representative requests not
less than two full business days prior to the Option Closing Date, and will be
made available to the Representative for inspection, checking and packaging at
the aforesaid office of the Company's transfer agent or correspondent not less
than one full business day prior to the Option Closing Date.

                  (d)      The obligation of the Representative to purchase and
pay for any of the Optional Shares or Optional Warrants is subject to the
accuracy and completeness (as of the date hereof and as of the Option Closing
Date) of and compliance in all material respects with the representations and
warranties of the Company herein, to the accuracy and completeness of the
statements of the Company or its officers made in any certificate or other
document to be delivered by the Company pursuant to this Agreement, to the
performance in all material respects by the Company of its obligations
hereunder, to the satisfaction by the Company of the conditions, as of the date
hereof and as of the Option Closing Date, set forth in Section 3(b) hereof, and
to the delivery to the Representative of opinions, certificates and letters
dated the Option Closing Date substantially similar in scope to those specified
in Section 5, 6(b), (c), (d) and (e) hereof, but with each reference to "Firm
Shares," "Firm Warrants" and "Closing Date" to be, respectively, to the Optional
Shares, Optional Warrants and the Option Closing Date.

         4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, the Underwriters that:

                  (a)      The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Minnesota, with
full power and authority, corporate and other, to own or lease, as the case may
be, and operate its properties, whether tangible or intangible, and to conduct
its business as described in the Registration Statement and to execute, deliver
and perform this Agreement, the Warrant Agreement and the Representative's
Warrant Agreement and to consummate the transactions contemplated hereby and
thereby. The Company has no subsidiaries and the Company has no equity interests
in any other entity. The Company is duly qualified to do business as a foreign
corporation and is in good standing in all jurisdictions wherein such
qualification is necessary and where failure so to qualify could have a material
adverse effect on the financial condition, results of operations, business or
properties of the Company taken as a whole. The Company has full corporate power
and authority to own or

                                      -4-


lease, as the case may be, and operate its properties and to conduct its
business as described in the Prospectus.

                  (b)      This Agreement has been duly executed and delivered
by the Company and constitutes the valid and binding obligation of the Company,
and each of the Warrant Agreement, the Representative's Warrant Agreement and
the Consulting Agreement described in Section 5(r) hereof (the "Consulting
Agreement"), when executed and delivered by the Company on the Closing Date,
will be the valid and binding obligations of the Company, enforceable against
the Company in accordance with their respective terms. The execution, delivery
and performance of this Agreement, the Consulting Agreement, the Warrant
Agreement and the Representative's Warrant Agreement by the Company, the
consummation by the Company of the transactions herein and therein contemplated
and the compliance by the Company with the terms of this Agreement, the
Consulting Agreement, the Warrant Agreement and the Representative's Warrant
Agreement have been duly authorized by all necessary corporate action and do not
and will not, with or without the giving of notice or the lapse of time, or
both, (i) result in any violation of the Articles of Incorporation or Bylaws,
each as amended, of the Company; (ii) result in a breach of or conflict with any
of the terms or provisions of, or constitute a default under, or result in the
modification or termination of, or result in the creation or imposition of any
lien, security interest, charge or encumbrance upon any of the properties or
assets of the Company pursuant to any indenture, mortgage, note, contract,
commitment or other agreement or instrument to which the Company is a party or
by which the Company or any of its properties or assets are or may be bound or
affected; (iii) violate any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its properties or business; or (iv) have
any effect on any permit, certification, registration, approval, consent, order,
license, franchise or other authorization (collectively, "Permits") necessary
for the Company to own or lease and operate its properties and to conduct its
business or the ability of the Company to make use thereof.

                  (c)      No Permits of any court or governmental agency or
body, other than under the Securities Act of 1933, as amended (the "Act"), the
Regulations (as hereinafter defined) and applicable state securities or Blue Sky
laws, are required for (i) the valid authorization, issuance, sale and delivery
of the Shares and Warrants to the Underwriters, or (ii) the consummation by the
Company of the transactions contemplated by this Agreement, the Consulting
Agreement, the Warrant Agreement or the Representative's Warrant Agreement.

                  (d)      The conditions for use of a registration statement on
Form SB-2 set forth in the General Instructions to Form SB-2 have been satisfied
with respect to the Company, the transactions contemplated herein and in the
Registration Statement. The Company has prepared in conformity with the
requirements of the Act and the rules and regulations (the "Regulations") of the
Securities and Exchange Commission (the "Commission") and filed with the
Commission a registration statement (File No. 333-116396) on Form SB-2 and has
filed one or more amendments thereto, covering the registration of the
Securities under the Act, including the related preliminary prospectus or
preliminary prospectuses (each thereof being herein called a "Preliminary
Prospectus") and a proposed final prospectus. Each Preliminary Prospectus was

                                      -5-


endorsed with the legend required by Item 501(a)(5) of Regulation S-B of the
Regulations and, if applicable, Rule 430A of the Regulations. Such registration
statement including any documents incorporated by reference therein and all
financial schedules and exhibits thereto, as amended at the time it becomes
effective, and the final prospectus included therein are herein, respectively,
called the "Registration Statement" and the "Prospectus," except that, (i) if
the prospectus filed by the Company pursuant to Rule 424(b) of the Regulations
differs from the Prospectus, the term "Prospectus" will also include the
prospectus filed pursuant to Rule 424(b), and (ii) if the Registration Statement
is amended or such Prospectus is supplemented after the date the Registration
Statement is declared effective by the Commission (the "Effective Date") and
prior to the Option Closing Date, the terms "Registration Statement" and
"Prospectus" shall include the Registration Statement as amended or
supplemented.

                  (e)      Neither the Commission nor, to the best of the
Company's knowledge, any state regulatory authority has issued any order
preventing or suspending the use of any Preliminary Prospectus or has instituted
or, to the best of the Company's knowledge, threatened to institute any
proceedings with respect to such an order.

                  (f)      The Registration Statement when it becomes effective,
the Prospectus (and any amendment or supplement thereto) when it is filed with
the Commission pursuant to Rule 424(b), and both documents as of the Closing
Date and the Option Closing Date, referred to below, will contain all statements
which are required to be stated therein in accordance with the Act and the
Regulations and will in all material respects conform to the requirements of the
Act and the Regulations, and neither the Registration Statement nor the
Prospectus, nor any amendment or supplement thereto, on such dates, will contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, except
that this representation and warranty does not apply to statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Company in connection with the Registration Statement or Prospectus or any
amendment or supplement thereto by the Underwriters expressly for use therein.

                  (g)      The Company had at the date or dates indicated in the
Prospectus a duly authorized and outstanding capitalization as set forth in the
Registration Statement and the Prospectus. Based on the assumptions stated in
the Registration Statement and the Prospectus, the Company will have on the
Closing Date the adjusted stock capitalization set forth therein. Except as set
forth in the Registration Statement or the Prospectus, on the Effective Date and
on the Closing Date, there will be no options to purchase, warrants or other
rights to subscribe for, or any securities or obligations convertible into, or
any contracts or commitments to issue or sell shares of the Company's capital
stock or any such warrants, convertible securities or obligations. Except as set
forth in the Prospectus, no holders of any of the Company's securities has any
rights, "demand," "piggyback" or otherwise, to have such securities registered
under the Act.

                  (h)      The descriptions in the Registration Statement and
the Prospectus of contracts and other documents are accurate and present fairly
the information required to be disclosed, and there are no contracts or other
documents required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement

                                      -6-


under the Act or the Regulations which have not been so described or filed as
required.

                  (i)      Carver, Moquist & Associates, LLC, the accountants
who have certified certain of the financial statements filed and to be filed
with the Commission as part of the Registration Statement and the Prospectus,
are independent public accountants within the meaning of the Act and
Regulations. The financial statements and schedules and the notes thereto filed
as part of the Registration Statement and included in the Prospectus are
complete, correct and present fairly the financial position of the Company as of
the dates thereof, and the results of operations and changes in financial
position of the Company for the periods indicated therein, all in conformity
with generally accepted accounting principles applied on a consistent basis
throughout the periods involved except as otherwise stated in the Registration
Statement and the Prospectus. The selected financial data set forth in the
Registration Statement and the Prospectus present fairly the information shown
therein and have been compiled on a basis consistent with that of the audited
and unaudited financial statements included in the Registration Statement and
the Prospectus.

                  (j)      The Company has filed with the appropriate federal,
state and local governmental agencies, and all appropriate foreign countries and
political subdivisions thereof, all tax returns, including franchise tax
returns, which are required to be filed or has duly obtained extensions of time
for the filing thereof and has paid all taxes shown on such returns and all
assessments received by it to the extent that the same have become due; and the
provisions for income taxes payable, if any, shown on the financial statements
filed with or as part of the Registration Statement are sufficient for all
accrued and unpaid foreign and domestic taxes, whether or not disputed, and for
all periods to and including the dates of such financial statements. Except as
disclosed in writing to the Representative, the Company has not executed or
filed with any taxing authority, foreign or domestic, any agreement extending
the period for assessment or collection of any income taxes and is not a party
to any pending action or proceeding by any foreign or domestic governmental
agency for assessment or collection of taxes; and no claims for assessment or
collection of taxes have been asserted against the Company.

                  (k)      The outstanding Common Shares and outstanding options
and warrants to purchase Common Shares have been duly authorized and validly
issued. The outstanding Common Shares are fully paid and nonassessable. The
outstanding options and warrants to purchase Common Shares constitute the valid
and binding obligations of the Company, enforceable in accordance with their
terms. None of the outstanding Common Shares or options or warrants to purchase
Common Shares has been issued in violation of the preemptive rights of any
shareholder of the Company. None of the holders of the outstanding Common Shares
is subject to personal liability solely by reason of being such a holder. The
offers and sales of the outstanding Common Shares and outstanding options and
warrants to purchase Common Shares were at all relevant times either registered
under the Act and the applicable state securities or Blue Sky laws or exempt
from such registration requirements. The authorized Common Shares and
outstanding options and warrants to purchase Common Shares conform to the
descriptions thereof contained in the Registration Statement and Prospectus.
Except as set forth in the Registration Statement and the Prospectus, on the
Effective Date and

                                      -7-


the Closing Date, there will be no outstanding options or warrants for the
purchase of, or other outstanding rights to purchase, Common Shares or
securities convertible into Common Shares.

                  (l)      No securities of the Company have been sold by the
Company or by or on behalf of, or for the benefit of, any person or persons
controlling, controlled by, or under common control with the Company within the
three years prior to the date hereof, except as disclosed in the Registration
Statement.

                  (m)      The issuance and sale of the Shares and the Warrant
Shares have been duly authorized and, when the Shares and the Warrant Shares
have been issued and duly delivered against payment therefor as contemplated by
this Agreement, the Representative's Warrant Agreement or the Warrant Agreement,
as the case may be, the Shares and the Warrant Shares will be validly issued,
fully paid and nonassessable. The holders of the Securities will not be subject
to personal liability solely by reason of being such holders and none of the
Securities will be subject to preemptive rights of any shareholder of the
Company.

                  (n)      The issuance and sale of the Warrants, the
Representative's Warrants and the Underlying Warrants have been duly authorized
and, when issued, paid for and delivered pursuant to the terms of this
Agreement, the Representative's Warrant Agreement or the Warrant Agreement, as
the case may be, the Warrants, the Representative's Warrants and the Underlying
Warrants will constitute valid and binding obligations of the Company,
enforceable as to the Company in accordance with their terms. The Warrant Shares
have been duly reserved for issuance upon exercise of the Warrants, the
Representative's Warrants and the Underlying Warrants in accordance with the
provisions of the Warrant Agreement and the Representative's Warrant Agreement.
The Warrants, Representative's Warrants and Underlying Warrants will conform to
the descriptions thereof contained in the Registration Statement and the
Prospectus.

                  (o)      The Company is not in violation of, or in default
under, (i) any term or provision of its Articles of Incorporation or Bylaws,
each as amended; (ii) any material term or provision or any financial covenants
of any indenture, mortgage, contract, commitment or other agreement or
instrument to which it is a party or by which it or any of its properties or
business is or may be bound or affected; or (iii) any existing applicable law,
rule, regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company, its business or any
of the Company's properties. The Company owns, possesses or has obtained all
governmental and other (including those obtainable from third parties) Permits
necessary to own or lease, as the case may be, and to operate its properties,
whether tangible or intangible, and to conduct any of the business or operations
of the Company as presently conducted, and all such Permits are outstanding and
in good standing, and there are no proceedings pending or, to the best of the
Company's knowledge, threatened (nor, to the best of the Company's knowledge, is
there any basis therefor), seeking to cancel, terminate or limit such Permits.

                  (p)      Except as set forth in the Prospectus, there are no
claims, actions, suits, proceedings, arbitrations, investigations or inquiries
before any governmental agency, court or tribunal, domestic or foreign, or
before any private arbitration tribunal, pending, or, to the best of the
Company's knowledge, threatened against the Company or involving the Company's

                                      -8-


properties or business which, if determined adversely to the Company would,
individually or in the aggregate, result in any material adverse change in the
financial position, shareholders' equity, results of operations, properties,
business, management or affairs or business prospects of the Company, or which
question the validity of the capital stock of the Company or this Agreement or
of any action taken or to be taken by the Company pursuant to, or in connection
with, this Agreement; nor, to the best of the Company's knowledge, is there any
basis for any such claim, action, suit, proceeding, arbitration, investigation
or inquiry. There are no outstanding orders, judgments or decrees of any court,
governmental agency or other tribunal naming the Company and enjoining the
Company from taking, or requiring the Company to take, any action, or to which
the Company or the Company's business or properties, is bound or subject.

                  (q)      Neither the Company nor any of its affiliates has
incurred any liability for any finder's fees or similar payments in connection
with the transactions herein contemplated.

                  (r)      The Company owns or possesses adequate and
enforceable rights to use all patents, patent applications, trademarks, service
marks, copyrights, rights, trade secrets, confidential information, processes
and formulations used or proposed to be used in the conduct of its business as
described in the Prospectus (collectively the "Intangibles"); to the best of the
Company's knowledge, the Company has not infringed and is not infringing upon
the rights of others with respect to the Intangibles; and the Company has not
received any notice of conflict with the asserted rights of others with respect
to the Intangibles which could, singly or in the aggregate, materially adversely
affect its business as presently conducted or the prospects, financial condition
or results of operations of the Company, and the Company knows of no basis
therefor; and, to the best of the Company's knowledge, no third parties have
infringed upon the Intangibles of the Company.

                  (s)      Since the respective dates as of which information is
given in the Registration Statement and the Prospectus and the Company's latest
financial statements, the Company has not incurred any material liability or
obligation, direct or contingent, or entered into any material transaction,
whether or not incurred in the ordinary course of business, and has not
sustained any material loss or interference with its business from fire, storm,
explosion, flood or other casualty, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree; and since
the respective dates as of which information is given in the Registration
Statement and the Prospectus, there have not been, and prior to the Closing Date
referred to below there will not be, any changes in the capital stock or any
material increases in the long-term debt of the Company or any material adverse
change in or affecting the general affairs, management, financial condition,
shareholders' equity, results of operations or prospects of the Company
otherwise than as set forth or contemplated in the Prospectus.

                  (t)      The Company has good and marketable title in fee
simple to all real property and good title to all personal property (tangible
and intangible) owned by it, free and clear of all security interests, charges,
mortgages, liens, encumbrances and defects, except such as are described in the
Registration Statement and Prospectus or such as do not materially affect the
value or transferability of such property and do not interfere with the use of
such

                                      -9-


property made, or proposed to be made, by the Company. The leases, licenses or
other contracts or instruments under which the Company leases, holds or is
entitled to use any property, real or personal, are valid, subsisting and
enforceable only with such exceptions as are not material and do not interfere
with the use of such property made, or proposed to be made, by the Company and
all rentals, royalties or other payments accruing thereunder which became due
prior to the date of this Agreement have been duly paid, and neither the Company
nor, to the best of the Company's knowledge, any other party is in default
thereunder and, to the best of the Company's knowledge, no event has occurred
which, with the passage of time or the giving of notice, or both, would
constitute a default thereunder. The Company has not received notice of any
violation of any applicable law, ordinance, regulation, order or requirement
relating to its owned or leased properties. The Company has adequately insured
its properties against loss or damage by fire or other casualty and maintains,
in adequate amounts, such other insurance as is usually maintained by companies
engaged in the same or similar businesses located in its geographic area.

                  (u)      Each contract or other instrument (however
characterized or described) to which the Company is a party or by which its
property or business is or may be bound or affected and to which reference is
made in the Prospectus has been duly and validly executed, is in full force and
effect in all material respects and is enforceable against the parties thereto
in accordance with its terms, and none of such contracts or instruments has been
assigned by the Company and neither the Company nor, to the best of the
Company's knowledge, any other party, is in default thereunder and, to the best
of the Company's knowledge, no event has occurred which, with the lapse of time
or the giving of notice, or both, would constitute a default thereunder.

                  None of the material provisions of such contracts or
instruments violates any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court having jurisdiction over the
Company or its business or any of its assets, including, without limitation,
those promulgated by the Environmental Protection Agency, the National Highway
Traffic Safety Administration and comparable state and local regulatory
authorities.

                  (v)      The employment, consulting, confidentiality and
non-competition agreements between the Company and its officers, employees and
consultants, described in the Registration Statement, are binding and
enforceable obligations upon the respective parties thereto in accordance with
their respective terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium or other similar laws or
arrangements affecting creditors' rights generally and subject to principles of
equity.

                  (w)      Except as set forth in the Prospectus, the Company
has no employee benefit plans (including, without limitation, profit sharing and
welfare benefit plans) or deferred compensation arrangements that are subject to
the provisions of the Employee Retirement Income Security Act of 1974.

                  (x)      To the best of the Company's knowledge, no labor
problem exists with any of the Company's employees or is imminent which could
adversely affect the Company.

                                      -10-


                  (y)      The Company has not, directly or indirectly, at any
time (i) made any contributions to any candidate for political office, or failed
to disclose fully any such contribution in violation of law or (ii) made any
payment to any state, federal or foreign governmental officer or official, or
other person charged with similar public or quasi-public duties, other than
payments or contributions required or allowed by applicable law. The Company's
internal accounting controls and procedures are sufficient to cause the Company
to comply in all material respects with the Foreign Corrupt Practices Act of
1977, as amended.

                  (z)      The Shares and Warrants have been approved for
listing on the American Stock Exchange ("AMEX").

                  (aa)     The Company has provided McCarter & English, LLP,
counsel to the Underwriters ("Underwriters' Counsel"), all agreements,
certificates, correspondence and other items, documents and information
requested by such counsel's Corporate Review Memorandum dated January 29, 2004.

                  Any certificate signed by an officer of the Company and
delivered to the Underwriters or to Underwriters' Counsel shall be deemed to be
a representation and warranty by the Company to the Underwriters as to the
matters covered thereby.

         5.       CERTAIN COVENANTS OF THE COMPANY. The Company covenants with
the Underwriters as follows:

                  (a)      The Company will not at any time, whether before the
Effective Date or thereafter during such period as the Prospectus is required by
law to be delivered in connection with the sales of the Shares and Warrants by
the Underwriters or a dealer, file or publish any amendment or supplement to the
Registration Statement or Prospectus of which the Representative has not been
previously advised and furnished a copy, or to which the Representative shall
object in writing.

                  (b)      The Company will use its best efforts to cause the
Registration Statement to become effective and will advise the Representative
immediately, and, if requested by the Representative, confirm such advice in
writing, (i) when the Registration Statement, amendment to the Registration
Statement or any supplemented Prospectus is filed with the Commission; (ii) of
the receipt of any comments from the Commission; (iii) of any request of the
Commission for amendment or supplementation of the Registration Statement or
Prospectus or for additional information; and (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any Preliminary
Prospectus, or of the suspension of the qualification of the Shares and/or the
Warrants for offering or sale in any jurisdiction, or of the initiation of any
proceedings for any of such purposes. The Company will use its best efforts to
prevent the issuance of any such stop order or of any order preventing or
suspending such use and to obtain as soon as possible the lifting thereof, if
any such order is issued.

                  (c)      The Company will deliver to the Underwriters, without
charge, from time to time until the Effective Date, as many copies of each
Preliminary Prospectus as the

                                      -11-


Underwriters may reasonably request, and the Company hereby consents to the use
of such copies for purposes permitted by the Act. The Company will deliver to
the Underwriters, without charge, as soon as the Registration Statement becomes
effective, and thereafter from time to time as requested, such number of copies
of the Prospectus (as supplemented, if the Company makes any supplements to the
Prospectus) as the Underwriters may reasonably request. The Company has
furnished or will furnish to the Representative two signed copies of the
Registration Statement as originally filed and of all amendments thereto,
whether filed before or after the Registration Statement becomes effective, two
copies of all exhibits filed therewith and two signed copies of all consents and
certificates of experts.

                  (d)      The Company will comply with the Act, the
Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder so as to permit the continuance
of sales of and dealings in the Firm Shares and Firm Warrants, in any Optional
Shares and Optional Warrants which may be issued and sold, and in the Warrant
Shares underlying such Warrants. If, at any time when a prospectus relating to
any of the Securities is required to be delivered under the Act, any event
occurs as a result of which the Registration Statement and Prospectus as then
amended or supplemented would include an untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, or if it shall
be necessary to amend or supplement the Registration Statement and Prospectus to
comply with the Act or the regulations thereunder, the Company will promptly
file with the Commission, subject to Section 5(a) hereof, an amendment or
supplement which will correct such statement or omission or which will effect
such compliance.

                  (e)      The Company will furnish such proper information as
may be required and otherwise cooperate in qualifying the Securities for
offering and sale under the securities or Blue Sky laws relating to the offering
in such jurisdictions as the Underwriters may reasonably designate, provided
that no such qualification will be required in any jurisdiction where, solely as
a result thereof, the Company would be subject to service of general process or
to taxation or qualification as a foreign corporation doing business in such
jurisdiction.

                  (f)      The Company will make generally available to its
security holders, in the manner specified in Rule 158(b) under the Act, and
deliver to the Representative and Underwriters' Counsel as soon as practicable
and in any event not later than 45 days after the end of its fiscal quarter in
which the first anniversary date of the effective date of the Registration
Statement occurs, an earning statement meeting the requirements of Rule 158(a)
under the Act covering a period of at least 12 consecutive months beginning
after the effective date of the Registration Statement.

                  (g)      For a period of five years from the Effective Date,
the Company will deliver to the Representative and to Underwriters' Counsel on a
timely basis (i) a copy of each report or document, including, without
limitation, reports on Forms 8-K, 10-K (or 10-KSB) and 10-Q (or 10-QSB) and
Schedule 14A and exhibits thereto, filed or furnished to the Commission, any
securities exchange or the National Association of Securities Dealers, Inc. (the
" NASD") on the date each such report or document is so filed or furnished; (ii)
as soon as practicable, copies of any reports or communications (financial or
other) of the Company mailed

                                      -12-


to its security holders; (iii) as soon as practicable, a copy of any Schedule
13D, 13G or 13E-3 received or prepared by the Company from time to time; (iv)
monthly statements setting forth such information regarding the Company's
results of operations and financial position (including balance sheet, profit
and loss statements and data regarding outstanding purchase orders) as is
regularly prepared by management of the Company; and (v) such additional
information concerning the business and financial condition of the Company as
the Representative may from time to time reasonably request and which can be
prepared or obtained by the Company without unreasonable effort or expense. The
Company will furnish to its shareholders annual reports containing audited
financial statements and such other periodic reports as it may determine to be
appropriate or as may be required by law.

                  (h)      Neither the Company nor any person that controls, is
controlled by or is under common control with the Company will take any action
designed to or which might be reasonably expected to cause or result in the
stabilization or manipulation of the price of the Common Shares or Warrants.

                  (i)      If the transactions contemplated by this Agreement
are consummated, the Representative, individually and not as Representative of
the Underwriters, shall retain the $55,000 previously paid to it. The Company
will pay or cause to be paid the following: all costs and expenses incident to
the performance of the obligations of the Company under this Agreement,
including, but not limited to, the fees and expenses of accountants and counsel
for the Company; the preparation, printing, mailing and filing of the
Registration Statement (including financial statements and exhibits),
Preliminary Prospectuses and the Prospectus, and any amendments or supplements
thereto; the issuance and delivery of the Shares and Warrants to the
Underwriters; all taxes, if any, on the issuance of the Shares and Warrants; the
fees, expenses and other costs of qualifying the Shares and Warrants for sale
under the Blue Sky or securities laws of those states in which the Shares and
Warrants are to be offered or sold, including the fees and disbursements of
Underwriters' Counsel in connection therewith, and including those of such local
counsel as may have been retained for such purpose and the filing fees incident
to securing any required review by the NASD; the cost of furnishing to the
Underwriters copies of the Registration Statement, Preliminary Prospectuses and
the Prospectus as herein provided; the costs of placing "tombstone
advertisements" in any publications which may be selected by the Underwriters;
and all other costs and expenses incident to the performance of the Company's
obligations hereunder which are not otherwise specifically provided for in this
Section 5(i).

                  In addition, at the Closing Date or the Option Closing Date,
as the case may be, the Representative will deduct from the payment for the Firm
Shares and Firm Warrants purchased by the Representative or any Optional Shares
and/or Optional Warrants purchased by the Representative one percent (1%) of the
gross proceeds of the offering (less the sum of Fifty-Five Thousand Dollars
($55,000) previously paid to the Representative), as payment for the
Representative's nonaccountable expense allowance, in its individual rather than
representative capacity, relating to the transactions contemplated hereby, which
amount will include the fees and expenses of Underwriters' Counsel (other than
the fees and expenses of Underwriters' Counsel relating to Blue Sky
qualifications and registrations, which, as provided for above, shall

                                      -13-


be in addition to the one percent (1%) nonaccountable expense allowance and
shall be payable directly by the Company to Underwriters' Counsel on or prior to
the Closing Date).

                  (j)      If the transactions contemplated by this Agreement or
related hereto are not consummated because the Company decides not to proceed
with the offering for any reason or because the Representative decides not to
proceed with the offering as a result of a breach by the Company of its
representations, warranties or covenants in the Agreement or as a result of
adverse changes in the affairs of the Company, then the Company will be
obligated to reimburse the Representative for its accountable out-of-pocket
expenses up to the sum of Seventy-Five Thousand Dollars ($75,000), inclusive of
Fifty-Five Thousand Dollars ($55,000) previously paid to the Representative by
the Company. In all cases other than those set forth in the preceding sentence,
if the Company or the Representative decide not to proceed with the offering,
the Company will only be obligated to reimburse the Representative for its
accountable out-of-pocket expenses up to Fifty-Five Thousand Dollars ($55,000),
and inclusive of, Fifty-Five Thousand Dollars ($55,000) previously paid to the
Representative by the Company. In no event, however, will the Representative, in
the event the offering is terminated, be entitled to retain or receive more than
an amount equal to its actual accountable out-of-pocket expenses.

                  (k)      The Company intends to apply the net proceeds from
the sale of the Shares and Warrants for the purposes set forth in the
Prospectus. Except for the repayment of outstanding indebtedness disclosed in
the Prospectus under "Use of Proceeds," no portion of the net proceeds from the
sale of the Shares and Warrants will be used to repay any indebtedness.

                  (l)      During the period of twenty-four (24) months from the
date hereof, neither the Company nor any of the Company's officers, directors or
security holders, will offer for sale or sell or otherwise dispose of, directly
or indirectly, any securities of the Company, in any manner whatsoever, whether
pursuant to Rule 144 of the Regulations or otherwise, and no holder of
registration rights relating to any securities of the Company will exercise any
such registration rights, in either case, without the prior written consent of
the Representative. In addition, no officer, director or securityholder
beneficially owning 5% or more of the outstanding Common Shares of the Company
(each, a "Principal") may, without the Representative's prior written consent,
offer for sale or sell or otherwise dispose of, directly or indirectly, any
securities of the Company, in any manner whatsoever until the sooner of (i) the
market price per Common Share, as adjusted for stock dividends, stock splits, or
other recapitalization, closes at or above 200% of the initial public offering
price per share for a period of twenty (20) consecutive days or (ii) the fifth
(5th) anniversary of the Effective Date.

                  (m)      The Company will not file any registration statement
relating to the offer or sale of any of the Company's securities, including any
registration statement on Form S-8, during the twelve (12) months from the
Effective Date, without the Representative's prior written consent.

                  (n)      The Company maintains and will continue to maintain a
system of internal accounting controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with

                                      -14-


generally accepted accounting principles and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

                  (o)      The Company will use its best efforts to maintain the
listing of the Shares and Warrants on the AMEX and, if so qualified, list the
Shares and Warrants, and maintain such listing for so long as qualified, on the
AMEX.

                  (p)      The Company will, concurrently with the Effective
Date, register the class of equity securities of which the Shares are a part
under Section 12(b) of the Exchange Act and the Company will maintain such
registration for a minimum of five (5) years from the Effective Date.

                  (q)      Subject to the sale of the Firm Shares and Firm
Warrants, the Representative, individually and not as Representative of the
Underwriters, and the Representative's successors will have the right to
designate a nominee for election, at its or their option, either as a member of
or a non-voting advisor to the Board of Directors of the Company, and the
Company will use its best efforts to cause such nominee to be elected and
continued in office as a director of the Company or as such advisor until the
expiration of three (3) years from the Effective Date. Each of the Company's
current officers, directors and shareholders agrees to vote all of the Common
Shares owned by such person or entity so as to elect and continue in office such
nominee of the Representative. Following the election of such nominee as a
director or advisor, such person shall receive no more or less compensation than
is paid to other non-officer directors of the Company for attendance at meetings
of the Board of Directors of the Company and shall be entitled to receive
reimbursement for all reasonable costs incurred in attending such meetings
including, but not limited to, food, lodging and transportation. The Company
agrees to indemnify and hold such director or advisor harmless, to the maximum
extent permitted by law, against any and all claims, actions, awards and
judgments arising out of his service as a director or advisor and, in the event
the Company maintains a liability insurance policy affording coverage for the
acts of its officers and directors, to include such director or advisor as an
insured under such policy. The rights and benefits of such indemnification and
the benefits of such insurance shall, to the extent possible, extend to the
Representative insofar as it may be or may be alleged to be responsible for such
director or advisor.

         If the Representative does not exercise its option to designate a
member of or advisor to the Company's Board of Directors, the Representative
shall nonetheless have the right to send a representative (who need not be the
same individual from meeting to meeting) to observe each meeting of the Board of
Directors. The Company agrees to give the Representative notice of each such
meeting and to provide the Representative with an agenda and minutes of the
meeting no later than it gives such notice and provides such items to the
directors.

                  (r)      The Company agrees to employ the Representative,
individually and not as Representative of the Underwriters, or a designee of the
Representative as a financial consultant on a non-exclusive basis for a period
of three (3) years from the Closing Date, pursuant to a separate written
consulting agreement between the Company and the Underwriter

                                      -15-


and/or such designee (the "Consulting Agreement"), at an annual rate of
Thirty-Six Thousand Dollars ($36,000) (exclusive of any accountable
out-of-pocket expenses), payable in full, in advance on the Closing Date. In
addition, the Consulting Agreement shall provide that the Company will pay the
Representative individually, and not as Representative of the Underwriters, a
finder's fee in the event that the Representative originates a merger,
acquisition, joint venture or other transaction to which the Company is a party.
The Company further agrees to deliver a duly and validly executed copy of said
Consulting Agreement, in form and substance acceptable to the Representative, on
the Closing Date.

                  (s)      Subject to the provisions of applicable law, the
Representative shall be entitled to receive a warrant solicitation fee of three
percent (3%) of the aggregate exercise price of the Warrants for each Warrant
exercised; provided, however, that the Representative will not be entitled to
receive such compensation in Warrant exercise transactions in which (i) the
market price of the Common Shares at the time of exercise is lower than the
exercise price of the Warrants; (ii) the Warrants are held in any discretionary
account; (iii) disclosure of compensation arrangements is not made in the
Registration Statement and in documents provided to holders of Warrants at the
time of exercise; (iv) the exercise of the warrants is unsolicited; or (v) the
solicitation or exercise of the Warrants was in violation of Regulation M
promulgated under the Exchange Act.

                  (t)      The Company shall retain a transfer agent for the
Common Shares and Warrants, reasonably acceptable to the Representative, for a
period of five (5) years from the Effective Date. In addition, for a period of
five (5) years from the Effective Date, the Company, at its own expense, shall
cause such transfer agent to provide the Representative with copies of the
Company's daily transfer sheets, and, when requested by the Representative, a
current list of the Company's securityholders, including a list of the
beneficial owners of securities held by a depository trust company and other
nominees.

                  (u)      The Company hereby agrees, at its sole cost and
expense, to supply and deliver to the Representative and Underwriters' Counsel,
within a reasonable period from the date hereof, three (3) bound volumes,
including the Registration Statement, as amended or supplemented, all exhibits
to the Registration Statement, the Prospectus and all other underwriting
documents.

                  (v)      The Company shall, as of the date hereof, have
applied for listing in Standard & Poor's Corporation Records Service (including
annual report information) or Moody's Industrial Manual (Moody's OTC Industrial
Manual not being sufficient for these purposes) and shall use its best efforts
to have the Company listed in such manual and shall maintain such listing for a
period of five (5) years from the Effective Date.

                  (w)      For a period of five (5) years from the Effective
Date, the Company shall provide the Representative, on a not less than annual
basis, with internal forecasts setting forth projected results of operations for
each quarterly and annual period in the two (2) fiscal years following the
respective dates of such forecasts. Such forecasts shall be provided to the
Representative more frequently than annually if prepared more frequently by
management, and revised forecasts shall be prepared and provided to the
Representative when required to

                                      -16-


reflect more current information, revised assumptions or actual results that
differ materially from those set forth in the forecasts.

                  (x)      For a period of five (5) years from the Effective
Date, the Company shall continue to retain Carver, Moquist & Associates, LLC (or
such other nationally recognized accounting firm as is acceptable to the
Representative) as the Company's independent public accountants.

                  (y)      For a period of five (5) years from the Effective
Date, the Company, at its expense, shall cause its then independent certified
public accountants, as described in Section 5(x) above, to review (but not
audit) the Company's financial statements for each of the first three fiscal
quarters prior to the announcement of quarterly financial information, the
filing of the Company's 10-Q (or 10-QSB) quarterly report (or other equivalent
report) and the mailing of quarterly financial information to shareholders.

                  (z)      So long as any Warrants are outstanding, the Company
shall use its best efforts to cause post-effective amendments to the
Registration Statement to become effective in compliance with the Act as shall
be necessary to enable the sale of the Common Shares underlying the Warrants and
cause a copy of each Prospectus, as then amended, to be delivered to each holder
of record of a Warrant as they request and as otherwise required by law and, to
furnish to the Underwriters and dealers as many copies of each such Prospectus
as the Underwriters or dealer may reasonably request. In addition, for so long
as any Warrant is outstanding, the Company will promptly notify the
Representative of any material change in the financial condition, business,
results of operations or properties of the Company.

                  (aa)     For a period of twenty-five (25) days from the
Effective Date, the Company will not issue press releases or engage in any other
publicity without the Representative's prior written consent, other than normal
and customary releases issued in the ordinary course of the Company's business
or those releases required by law.

                  (ab)     The Company will not increase or authorize an
increase in the cash compensation of its five (5) most highly paid employees
greater than those increases provided for in their employment agreements with
the Company in effect as of the Effective Date, without the prior written
consent of the Representative, for a period of five (5) years from the Effective
Date.

                  (ac)     For a period of five (5) years from the Effective
Date, the Company will promptly submit to the Representative copies of
accountant's management reports and similar correspondence between the Company's
accountants and the Company.

                  (ad)     For a period of three (3) years from the Effective
Date, the Company will not offer or sell any of its securities pursuant to
Regulation S promulgated under the Act without the prior written consent of the
Representative.

                  (ae)     For a period of three (3) years from the Effective
Date, the Company will provide to the Representative ten (10) days' written
notice prior to any issuance by

                                      -17-


the Company or its subsidiaries of any equity securities or securities
exchangeable for or convertible into equity securities of the Company, except
for (i) Common Shares issuable upon exercise of currently outstanding options
and warrants or conversion of currently outstanding convertible securities and
(ii) options (and shares issuable upon exercise of such options) available for
future grant pursuant to any stock option plan in effect on the Effective Date
and the issuance of Common Shares upon the exercise of such options.

                  (af)     Prior to the Effective Date and for a period of three
(3) years thereafter, the Company will retain a financial public relations firm
reasonably acceptable to the Representative.

                  (ag)     For a period of three (3) years from the Effective
Date, the Company will cause its Board of Directors to meet, either in person or
telephonically, a minimum of four (4) times per year and will hold a
shareholder's meeting at least once per annum.

                  (ah)     The Company shall obtain directors' and officers'
insurance naming the Representative as an additional insured party, in an amount
equal to twenty-five percent (25%) of the gross proceeds of the offering, and
maintain such insurance for a period of at least three (3) years from the
Closing Date.

         6.       CONDITIONS OF THE UNDERWRITERS' OBLIGATION TO PURCHASE THE
FIRM SHARES AND FIRM WARRANTS FROM THE Company. The obligation of the
Underwriters to purchase and pay for the Firm Shares and Firm Warrants which
they have agreed to purchase from the Company is subject (as of the date hereof
and the Closing Date) to the accuracy of and compliance in all material respects
with the representations and warranties of the Company herein, to the accuracy
of the statements of the Company or its officers made pursuant hereto, to the
performance in all material respects by the Company of its obligations
hereunder, and to the following additional conditions:

                  (a)      The Registration Statement will have become effective
not later than [____] __.M., New York City time, on the day following the date
of this Agreement, or at such later time or on such later date as the
Representative may agree to in writing; prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement will have been issued
and no proceedings for that purpose will have been initiated or will be pending
or, to the best of the Representative's or the Company's knowledge, will be
contemplated by the Commission; and any request on the part of the Commission
for additional information will have been complied with to the satisfaction of
Underwriters' Counsel.

                  (b)      At the time that this Agreement is executed and at
the Closing Date, there will have been delivered to the Representative a signed
opinion of Lindquist & Vennum, P.L.L.P., counsel for the Company ("Company
Counsel"), dated as of the Closing Date reasonably satisfactory to Underwriters'
Counsel, to the effect that:

                           (i)      The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Minnesota,
with full power and

                                      -18-


authority, corporate and other, and with all Permits necessary to own or lease,
as the case may be, and operate its properties, whether tangible or intangible,
and to conduct its business as described in the Registration Statement. The
Company has no subsidiaries and the Company has no equity interests in any other
entity. The Company is duly qualified to do business as a foreign corporation
and is in good standing in all jurisdictions wherein such qualification is
necessary and the failure to so qualify could have a material adverse effect on
the financial condition, results of operations, business or properties of the
Company taken as a whole. The Company has full power and authority, corporate
and other, with all Permits necessary to own or lease, as the case may be, and
operate its properties and to conduct its business as described in the
Prospectus.

                           (ii)     The Company has full power and authority,
corporate and other, to execute, deliver and perform this Agreement, the
Consulting Agreement, the Warrant Agreement and the Representative's Warrant
Agreement and to consummate the transactions contemplated hereby and thereby.
The execution, delivery and performance of this Agreement, the Consulting
Agreement, the Warrant Agreement and the Representative's Warrant Agreement by
the Company, the consummation by the Company of the transactions herein and
therein contemplated and the compliance by the Company with the terms of this
Agreement, the Consulting Agreement, the Warrant Agreement and the
Representative's Warrant Agreement have been duly authorized by all necessary
corporate action, and this Agreement and each of the Consulting Agreement, the
Warrant Agreement and the Representative's Warrant Agreement has been duly
executed and delivered by the Company. This Agreement is and each of the Warrant
Agreement, the Representative's Warrant Agreement and the Consulting Agreement,
when executed and delivered by the Company on the Closing Date, will be, valid
and binding obligations of the Company, enforceable in accordance with their
respective terms, subject, as to enforcement of remedies, to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
rights of creditors generally and the discretion of courts in granting equitable
remedies and except that enforceability of the indemnification provisions set
forth in Section 7 hereof and the contribution provisions set forth in Section 8
hereof may be limited by the federal securities laws or public policy underlying
such laws.

                           (iii)    The execution, delivery and performance of
this Agreement, the Consulting Agreement, the Warrant Agreement and the
Representative's Warrant Agreement by the Company, the consummation by the
Company of the transactions herein and therein contemplated and the compliance
by the Company with the terms of this Agreement, the Consulting Agreement, the
Warrant Agreement and the Representative's Warrant Agreement do not, and will
not, with or without the giving of notice or the lapse of time, or both, (A)
result in a violation of the Articles of Incorporation or Bylaws, each as
amended, of the Company, (B) result in a breach of or conflict with any terms or
provisions of, or constitute a default under, or result in the modification or
termination of, or result in the creation or imposition of any lien, security
interest, charge or encumbrance upon any of the properties or assets of the
Company pursuant to any indenture, mortgage, note, contract, commitment or other
material agreement or instrument to which the Company is a party or by which the
Company or any of the Company's properties or assets are or may be bound or
affected; (C) violate any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court, domestic or foreign, having
jurisdiction over the Company or the Company's business or any of its
properties; or (D)

                                      -19-


have any effect on any Permit necessary for the Company to own or lease and
operate its respective properties or conduct its business or the ability of the
Company to make use thereof.

                           (iv)     To the best of Company Counsel's knowledge,
no Permits of any court or governmental agency or body (other than under the
Act, the Regulations and applicable state securities or Blue Sky laws) are
required for the valid authorization, issuance, sale and delivery of the Shares
and Warrants or the Representative's Warrants to the Representative, and the
consummation by the Company of the transactions contemplated by this Agreement,
the Consulting Agreement, the Warrant Agreement or the Representative's Warrant
Agreement.

                           (v)      The Registration Statement has become
effective under the Act; to the best of Company Counsel's knowledge, no stop
order suspending the effectiveness of the Registration Statement has been
issued, and no proceedings for that purpose have been instituted or are pending,
threatened or contemplated under the Act or applicable state securities laws.

                           (vi)     The Registration Statement and the
Prospectus, as of the Effective Date, and each amendment or supplement thereto
as of its effective or issue date (except for the financial statements and other
financial data included therein or omitted therefrom, as to which Company
Counsel need not express an opinion) comply as to form in all material respects
with the requirements of the Act and Regulations and the conditions for use of a
registration statement on Form SB-2 have been satisfied by the Company.

                           (vii)    The descriptions in the Registration
Statement and the Prospectus of statutes, regulations, government
classifications, contracts and other documents have been reviewed by Company
Counsel, and, based upon such review, are accurate in all material respects and
present fairly the information required to be disclosed, and there are no
material statutes, regulations or government classifications, or, to the best of
Company Counsel's knowledge, material contracts or documents, of a character
required to be described in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement, which are not so described
or filed as required.

                           None of the material provisions of the contracts or
instruments described above violates any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court having
jurisdiction over the Company or its business or any of its assets. To the best
of Company Counsel's knowledge, the Company is not in default under any contract
or agreement material to its business or under any promissory note or other
evidence of indebtedness for borrowed funds.

                           (viii)   The outstanding Common Shares and
outstanding options and warrants to purchase Common Shares have been duly
authorized and validly issued. The outstanding Common Shares are fully paid and
nonassessable. The outstanding options and warrants to purchase Common Shares
constitute the valid and binding obligations of the Company, enforceable in
accordance with their terms. None of the outstanding Common Shares or options or
warrants to purchase Common Shares has been issued in violation of the

                                      -20-


preemptive rights of any shareholder of the Company. None of the holders of the
outstanding Common Shares is subject to personal liability solely by reason of
being such a holder. The offers and sales of the outstanding Common Shares and
outstanding options and warrants to purchase Common Shares were at all relevant
times either registered under the Act and the applicable state securities or
Blue Sky laws or exempt from such registration requirements. The authorized
Common Shares and outstanding options and warrants to purchase Common Shares
conform to the descriptions thereof contained in the Registration Statement and
Prospectus. To the best of Company Counsel's knowledge, except as set forth in
the Prospectus, no holders of any of the Company's securities has any rights,
"demand", "piggyback" or otherwise, to have such securities registered under the
Act.

                           (ix)     The issuance and sale of the Shares and the
Warrant Shares have been duly authorized and, when the Shares and the Warrant
Shares have been issued and duly delivered against payment therefor as
contemplated by this Agreement, the Representative's Warrant Agreement or the
Warrant Agreement, as the case may be, the Shares and the Warrant Shares will be
validly issued, fully paid and nonassessable, and the holders thereof will not
be subject to personal liability solely by reason of being such holders. Neither
the Shares nor the Warrant Shares are subject to preemptive rights of any
shareholder of the Company. The certificates representing the Securities are in
proper legal form.

                           (x)      The issuance and sale of the Warrants, the
Representative's Warrants and the Underlying Warrants have been duly authorized
and, when paid for, issued and delivered pursuant to the terms of this
Agreement, the Representative's Warrant Agreement and the Warrant Agreement, as
the case may be, the Warrants, the Representative's Warrants and the Underlying
Warrants will constitute the valid and binding obligations of the Company,
enforceable in accordance with their terms, to issue and sell the Warrant Shares
and/or Underlying Warrants. The Warrant Shares have been duly reserved for
issuance upon exercise of the Representative's Warrants and the Warrants in
accordance with the provisions of the Representative's Warrant Agreement and the
Warrant Agreement, as the case may be. The Warrants, Representative's Warrants
and Underlying Warrants conform to the descriptions thereof contained in the
Registration Statement and Prospectus.

                           (xi)     Upon delivery of the Firm Shares and Firm
Warrants to the Representative against payment therefor as provided in this
Agreement, the Representative will acquire good title to the Firm Shares and
Firm Warrants, free and clear of all liens, encumbrances, equities, security
interests and claims.

                           (xii)    Assuming that the Representative,
individually or as Representative of the Underwriters, exercises the
over-allotment option to purchase any of the Optional Shares and Optional
Warrants and makes payment therefor in accordance with the terms of this
Agreement, upon delivery of the Optional Shares and Optional Warrants so
purchased hereunder, the Representative and/or the Underwriters, as the case may
be, will acquire good title to such Optional Shares and Optional Warrants, free
and clear of any liens, encumbrances, equities, security interests and claims.

                                      -21-


                           (xiii)   To the best of Company Counsel's knowledge,
there are no claims, actions, suits, proceedings, arbitrations, investigations
or inquiries before any governmental agency, court or tribunal, foreign or
domestic, or before any private arbitration tribunal, pending or threatened
against the Company or involving the Company's properties or business, other
than as described in the Prospectus, such description being accurate, and other
than litigation incident to the kind of business conducted by the Company which,
individually and in the aggregate, is not material.

                           (xiv)    The Company owns or possesses adequate and
enforceable rights to use all patents, patent applications, trademarks, service
marks, copyrights, rights, trade secrets, confidential information, processes
and formulations used or proposed to be used in the conduct of its business as
described in the Prospectus (collectively the "Intangibles"); to the best of
Company Counsel's knowledge, the Company has not infringed and is not infringing
upon the rights of others with respect to the Intangibles; and, to the best of
Company Counsel's knowledge, the Company has not received any notice that it has
or may have infringed, is infringing upon or is conflicting with the asserted
rights of others with respect to the Intangibles which might, singly or in the
aggregate, materially adversely affect its business, results of operations or
financial condition and such counsel is not aware of any licenses with respect
to the Intangibles which are required to be obtained by the Company.

                  Company Counsel has participated in reviews and discussions in
connection with the preparation of the Registration Statement and the
Prospectus, and in the course of such reviews and discussions and such other
investigation as Company Counsel deemed necessary, no facts came to its
attention which lead it to believe that (A) the Registration Statement (except
as to the financial statements and other financial data contained therein, as to
which Company Counsel need not express an opinion), on the Effective Date,
contained any untrue statement of a material fact required to be stated therein
or omitted to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, or that (B) the Prospectus contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

                  In rendering its opinion pursuant to this Section 6(b),
Company Counsel may rely upon the certificates of government officials and
officers of the Company as to matters of fact, provided that Company Counsel
shall state that they have no reason to believe, and do not believe, that they
are not justified in relying upon such opinions or such certificates of
government officials and officers of the Company as to matters of fact, as the
case may be.

                  The opinion letters delivered pursuant to this Section 6(b)
shall state that any opinion given therein qualified by the phrase "to the best
of our knowledge" is being given by Company Counsel after due investigation of
the matters therein discussed.

                  (c)      At the Closing Date, there will have been delivered
to the Representative a signed opinion of Underwriters' Counsel, dated as of the
Closing Date, to the effect that the opinions delivered pursuant to Section 6(b)
hereof appear on their face to be appropriately responsive to the requirements
of this Agreement, except to the extent waived by

                                      -22-


the Representative, specifying the same, and with respect to such related
matters as the Representative may require.

                  (d)      At the Closing Date (i) the Registration Statement
and the Prospectus and any amendments or supplements thereto will contain all
material statements which are required to be stated therein in accordance with
the Act and the Regulations and will conform in all material respects to the
requirements of the Act and the Regulations, and neither the Registration
Statement nor the Prospectus nor any amendment or supplement thereto will
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; (ii)
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there will not have been any material adverse
change in the financial condition, results of operations or general affairs of
the Company from that set forth or contemplated in the Registration Statement
and the Prospectus, except changes which the Registration Statement and the
Prospectus indicate might occur after the Effective Date; (iii) since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, there shall have been no material transaction, contract or
agreement entered into by the Company, other than in the ordinary course of
business, which would be required to be set forth in the Registration Statement
and the Prospectus, other than as set forth therein; and (iv) no action, suit or
proceeding at law or in equity will be pending or, to the best of the Company's
knowledge, threatened against the Company which is required to be set forth in
the Registration Statement and the Prospectus, other than as set forth therein,
and no proceedings will be pending or, to the best of the Company's knowledge,
threatened against the Company before or by any federal, state or other
commission, board or administrative agency wherein an unfavorable decision,
ruling or finding would materially adversely affect the business, property,
financial condition or results of operations of the Company, other than as set
forth in the Registration Statement and the Prospectus. At the Closing Date,
there will be delivered to the Representative a certificate signed by the
Chairman of the Board or the President or a Vice President of the Company, dated
the Closing Date, evidencing compliance with the provisions of this Section 6(d)
and stating that the representations and warranties of the Company set forth in
Section 4 hereof were accurate and complete in all material respects when made
on the date hereof and are accurate and complete in all material respects on the
Closing Date as if then made; that the Company has performed all covenants and
complied with all conditions required by this Agreement to be performed or
complied with by the Company prior to or as of the Closing Date; and that, as of
the Closing Date, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
initiated or, to the best of his knowledge, are contemplated or threatened. In
addition, the Representative will have received such other and further
certificates of officers of the Company as the Representative or Underwriters'
Counsel may reasonably request.

                  (e)      At the time that this Agreement is executed and at
the Closing Date, the Representative will have received a signed letter from
Carver, Mosquist & Associates, LLC, dated the date such letter is to be received
by the Representative and addressed to it, confirming that it is a firm of
independent public accountants within the meaning of the Act and Regulations and
stating that: (i) insofar as reported on by them, in their opinion, the
financial

                                      -23-


statements of the Company included in the Prospectus comply as to form in all
material respects with the applicable accounting requirements of the Act and the
applicable Regulations; (ii) on the basis of procedures and inquiries (not
constituting an examination in accordance with generally accepted auditing
standards) consisting of a reading of the unaudited interim financial statements
of the Company, if any, appearing in the Registration Statement and the
Prospectus and the latest available unaudited interim financial statements of
the Company, if more recent than that appearing in the Registration Statement
and Prospectus, inquiries of officers of the Company responsible for financial
and accounting matters as to the transactions and events subsequent to the date
of the latest audited financial statements of the Company, and a reading of the
minutes of meetings of the shareholders, the Board of Directors of the Company
and any committees of the Board of Directors, as set forth in the minute books
of the Company, nothing has come to their attention which, in their judgment,
would indicate that (A) during the period from the date of the latest financial
statements of the Company appearing in the Registration Statement and Prospectus
to a specified date not more than three business days prior to the date of such
letter, there have been any decreases in net current assets or net assets as
compared with amounts shown in such financial statements or decreases in net
sales or decreases [increases] in total or per share net income [loss] compared
with the corresponding period in the preceding year or any change in the
capitalization or long-term debt of the Company, except in all cases as set
forth in or contemplated by the Registration Statement and the Prospectus, and
(B) the unaudited interim financial statements of the Company, if any, appearing
in the Registration Statement and the Prospectus, do not comply as to form in
all material respects with the applicable accounting requirements of the Act and
the Regulations or are not fairly presented in conformity with generally
accepted accounting principles and practices on a basis substantially consistent
with the audited financial statements included in the Registration Statement or
the Prospectus; and (iii) they have compared specific dollar amounts, numbers of
shares, numerical data, percentages of revenues and earnings, and other
financial information pertaining to the Company set forth in the Prospectus
(with respect to all dollar amounts, numbers of shares, percentages and other
financial information contained in the Prospectus, to the extent that such
amounts, numbers, percentages and information may be derived from the general
accounting records of the Company, and excluding any questions requiring an
interpretation by legal counsel) with the results obtained from the application
of specified readings, inquiries and other appropriate procedures (which
procedures do not constitute an examination in accordance with generally
accepted auditing standards) set forth in the letter, and found them to be in
agreement.

                  (f)      There shall have been duly tendered to the
Representative certificates representing the Firm Shares and the Firm Warrants
to be sold on the Closing Date.

                  (g)      The NASD shall have indicated that it has no
objection to the underwriting arrangements pertaining to the sale of the Shares
and Warrants by the Underwriters.

                  (h)      No action shall have been taken by the Commission or
the NASD the effect of which would make it improper, at any time prior to the
Closing Date or the Option Closing Date, as the case may be, for any member firm
of the NASD to execute transactions (as principal or as agent) in the Shares or
Warrants, and no proceedings for the purpose of taking such action shall have
been instituted or shall be pending, or, to the best of the Representative's

                                      -24-


or the Company's knowledge, shall be contemplated by the Commission or the NASD.
The Company represents at the date hereof, and shall represent as of the Closing
Date or Option Closing Date, as the case may be, that it has no knowledge that
any such action is in fact contemplated by the Commission or the NASD.

                  (i)      The Company meets the current and any existing and
proposed criteria for inclusion of the Shares and Warrants on the AMEX.

                  (j)      All proceedings taken at or prior to the Closing Date
or the Option Closing Date, as the case may be, in connection with the
authorization, issuance and sale of the Shares or Warrants shall be reasonably
satisfactory in form and substance to the Representative and to Underwriters'
Counsel, and such counsel shall have been furnished with all such documents,
certificates and opinions as they may request for the purpose of enabling them
to pass upon the matters referred to in Section 6(c) hereof and in order to
evidence the accuracy and completeness of any of the representations, warranties
or statements of the Company, the performance of any covenants of the Company,
or the compliance by the Company with any of the conditions herein contained.

                  (k)      As of the date hereof, the Company will have
delivered to the Representative the written undertakings of its officers,
directors and security holders and/or registration rights holders, as the case
may be, to the effect of the matters set forth in Sections 5(l) and (q).

                  (l)      If any of the conditions specified in this Section 6
have not been fulfilled, this Agreement may be terminated by the Representative
on notice to the Company.

         7.       INDEMNIFICATION.

                  (a)      The Company agrees to indemnify and hold harmless
each Underwriter, each officer, director, partner, employee and agent of each
Underwriter, and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, from and
against any and all losses, claims, damages, expenses or liabilities, joint or
several (and actions in respect thereof), to which they or any of them may
become subject under the Act or under any other statute or at common law or
otherwise, and, except as hereinafter provided, will reimburse each Underwriter
and each such person, if any, for any legal or other expenses reasonably
incurred by them or any of them in connection with investigating or defending
any actions, whether or not resulting in any liability, insofar as such losses,
claims, damages, expenses, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
(i) in the Registration Statement, in any Preliminary Prospectus or in the
Prospectus (or the Registration Statement or Prospectus as from time to time
amended or supplemented) or (ii) in any application or other document executed
by the Company, or based upon written information furnished by or on behalf of
the Company, filed in any jurisdiction in order to qualify the Shares and
Warrants under the securities laws thereof (hereinafter "application"), or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, in light of the

                                      -25-


circumstances under which they were made, unless such untrue statement or
omission was made in such Registration Statement, Preliminary Prospectus,
Prospectus or application in reliance upon and in conformity with information
furnished in writing to the Company in connection therewith by such Underwriter
or any such person through such Underwriter expressly for use therein; provided,
however, that the indemnity agreement contained in this Section 7(a) with
respect to any Preliminary Prospectus will not inure to the benefit of such
Underwriter (or to the benefit of any other person that may be indemnified
pursuant to this Section 7(a)) if (A) the person asserting any such losses,
claims, damages, expenses or liabilities purchased the Shares and/or Warrants
which are the subject thereof from such Underwriter or other indemnified person;
(B) such Underwriter or other indemnified person failed to send or give a copy
of the Prospectus to such person at or prior to the written confirmation of the
sale of such Shares and/or Warrants to such person; and (C) the Prospectus did
not contain any untrue statement or alleged untrue statement or omission or
alleged omission giving rise to such cause, claim, damage, expense or liability.

                  (b)      Each Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, from and against any and all losses, claims, damages, expenses or
liabilities, joint or several (and actions in respect thereof), to which they or
any of them may become subject under the Act or under any other statute or at
common law or otherwise, and, except as hereinafter provided, will reimburse the
Company and each such director, officer or controlling person for any legal or
other expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions, whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained (i) in the Registration Statement, in any
Preliminary Prospectus or in the Prospectus (or the Registration Statement or
Prospectus as from time to time amended or supplemented) or (ii) in any
application (including any application for registration of the Shares and
Warrants under state securities or Blue Sky laws), or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading, in light of the circumstances under which they were made, but only
insofar as any such statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company in connection
therewith by such Underwriter expressly for use therein.

                  (c)      Promptly after receipt of notice of the commencement
of any action in respect of which indemnity may be sought against any
indemnifying party under this Section 7, the indemnified party will notify the
indemnifying party in writing of the commencement thereof, and the indemnifying
party will, subject to the provisions hereinafter stated, assume the defense of
such action (including the employment of counsel satisfactory to the indemnified
party and the payment of expenses) insofar as such action relates to an alleged
liability in respect of which indemnity may be sought against the indemnifying
party. After notice from the indemnifying party of its election to assume the
defense of such claim or action, the indemnifying party shall no longer be
liable to the indemnified party under this Section 7 for

                                      -26-


any legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however, that if, in the reasonable judgment of the
indemnified party or parties, it is advisable for the indemnified party or
parties to be represented by separate counsel, the indemnified party or parties
shall have the right to employ a single counsel to represent the indemnified
parties who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the indemnified parties thereof against the
indemnifying party, in which event the fees and expenses of such separate
counsel shall be borne by the indemnifying party. Any party against whom
indemnification may be sought under this Section 7 shall not be liable to
indemnify any person that might otherwise be indemnified pursuant hereto for any
settlement of any action effected without such indemnifying party's consent,
which consent shall not be unreasonably withheld.

         8.       CONTRIBUTION. To provide for just and equitable contribution,
if (i) an indemnified party makes a claim for indemnification pursuant to
Section 7 hereof (subject to the limitations thereof) and it is finally
determined, by a judgment, order or decree not subject to further appeal, that
such claim for indemnification may not be enforced, even though this Agreement
expressly provides for indemnification in such case; or (ii) any indemnified or
indemnifying party seeks contribution under the Act, the Exchange Act, or
otherwise, then the Company (including, for this purpose, any contribution made
by or on behalf of any director of the Company, any officer of the Company who
signed the Registration Statement and any controlling person of the Company) as
one entity and the Underwriters (including, for this purpose, any contribution
by or on behalf of each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each
officer, director, partner, employee and agent of any Underwriter) as a second
entity, shall contribute to the losses, liabilities, claims, damages and
expenses whatsoever to which any of them may be subject, so that the
Underwriters are responsible for the proportion thereof equal to the percentage
which the underwriting discount per Share and per Warrant set forth on the cover
page of the Prospectus represents of the initial public offering price per Share
and per Warrant set forth on the cover page of the Prospectus and the Company is
responsible for the remaining portion; provided, however, that if applicable law
does not permit such allocation, then, if applicable law permits, other relevant
equitable considerations such as the relative fault of the Company and the
Underwriters in connection with the facts which resulted in such losses,
liabilities, claims, damages and expenses shall also be considered. The relative
fault, in the case of an untrue statement, alleged untrue statement, omission or
alleged omission, shall be determined by, among other things, whether such
statement, alleged statement, omission or alleged omission relates to
information supplied by the Company or by the Underwriters, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement, alleged statement, omission or alleged omission. The
Company and the Underwriters agree that it would be unjust and inequitable if
the respective obligations of the Company and the Underwriters for contribution
were determined by pro rata or per capita allocation of the aggregate losses,
liabilities, claims, damages and expenses or by any other method of allocation
that does not reflect the equitable considerations referred to in this Section
8. No person guilty of a fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) will be entitled to contribution from any person who
is not guilty of such fraudulent misrepresentation. For purposes of this Section
8, each person, if any, who controls any

                                      -27-


Underwriter within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act and each officer, director, partner, employee and agent of any
Underwriter will have the same rights to contribution as the Underwriters, and
each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, each officer of the Company who
has signed the Registration Statement and each director of the Company will have
the same rights to contribution as the Company, subject in each case to the
provisions of this Section 8. Anything in this Section 8 to the contrary
notwithstanding, no party will be liable for contribution with respect to the
settlement of any claim or action effected without its written consent. This
Section 8 is intended to supersede, to the extent permitted by law, any right to
contribution under the Act or the Exchange Act or otherwise available.

         9.       SURVIVAL OF INDEMNITIES, CONTRIBUTION, WARRANTIES AND
REPRESENTATIONS. The respective indemnity and contribution agreements of the
Company and the Underwriters contained in Sections 7 and 8 hereof, and the
representations and warranties of the Company contained herein shall remain
operative and in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of the
Underwriters, the Company or any of its directors and officers, or any
controlling person referred to in said Sections, and shall survive the delivery
of, and payment for, the Shares and the Warrants.

         10.      TERMINATION OF AGREEMENT.

                  (a)      The Company, by written or telegraphic notice to the
Representative, or the Representative, by written or telegraphic notice to the
Company, may terminate this Agreement prior to the earlier of (i) 11:00 A.M.,
New York City time, on the first full business day after the Effective Date; or
(ii) the time when the Representative, after the Registration Statement becomes
effective, releases the Firm Shares and Firm Warrants for public offering. The
time when the Underwriter "releases the Firm Shares and Firm Warrants for public
offering" for the purposes of this Section 10 means the time when the
Representative releases for publication the first newspaper advertisement, which
is subsequently published, relating to the Firm Shares and Firm Warrants, or the
time when the Representative releases for delivery to members of a selling group
copies of the Prospectus and an offering letter or an offering telegram relating
to the Firm Shares and Firm Warrants, whichever will first occur.

                  (b)      This Agreement, including without limitation, the
obligation to purchase the Firm Shares and the Firm Warrants and the obligation
to purchase the Optional Shares and/or Optional Warrants after exercise of the
option referred to in Section 3 hereof, are subject to termination in the
absolute discretion of the Representative, by notice given to the Company prior
to delivery of and payment for all the Firm Shares and Firm Warrants or such
Optional Shares and Optional Warrants, as the case may be, if, prior to such
time, any of the following shall have occurred: (i) the Company withdraws the
Registration Statement from the Commission or the Company does not or cannot
expeditiously proceed with the public offering; (ii) the representations and
warranties in Section 4 hereof are not materially correct or cannot be complied
with; (iii) trading in securities generally on the New York Stock Exchange or
the American Stock Exchange will have been suspended; (iv) limited or minimum
prices will have been established on either such Exchange; (v) a banking
moratorium will have been declared either by federal or New York State
authorities; (vi) any other restrictions on transactions in

                                      -28-


securities materially affecting the free market for securities or the payment
for such securities, including the Firm Shares and Firm Warrants or the Optional
Shares and Optional Warrants, will be established by either of such Exchanges,
by the Commission, by any other federal or state agency, by action of the
Congress or by Executive Order; (vii) trading in any securities of the Company
shall have been suspended or halted by any national securities exchange, the
NASD or the Commission; (viii) there has been a materially adverse change in the
condition (financial or otherwise), prospects or obligations of the Company;
(ix) the Company will have sustained a material loss, whether or not insured, by
reason of fire, flood, accident or other calamity; (x) any action has been taken
by the government of the United States or any department or agency thereof
which, in the judgment of the Representative, has had a material adverse effect
upon the market or potential market for securities in general; or (xi) the
market for securities in general or political, financial or economic conditions
will have so materially adversely changed that, in the judgment of the
Representative, it will be impracticable to offer for sale, or to enforce
contracts made by the Representative for the resale of, the Firm Shares and Firm
Warrants or the Optional Shares and Firm Warrants, as the case may be.

                  (c)      If this Agreement is terminated pursuant to Section 6
hereof or this Section 10 or if the purchases provided for herein are not
consummated because any condition of the Underwriters' obligations hereunder is
not satisfied or because of any refusal, inability or failure on the part of the
Company to comply with any of the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company shall be unable to or does not
perform all of its obligations under this Agreement, the Company will not be
liable to the Underwriters for damages on account of loss of anticipated profits
arising out of the transactions covered by this Agreement, but the Company will
remain liable to the extent provided in Sections 5(j), 7, 8 and 9 of this
Agreement.

         11.      INFORMATION FURNISHED BY THE UNDERWRITER TO THE COMPANY. It is
hereby acknowledged and agreed by the parties hereto that for the purposes of
this Agreement, including, without limitation, Sections 4(f), 7(a), 7(b) and 8
hereof, the only information given by the Underwriters to the Company for use in
the Prospectus are the statements set forth in the last sentence of the last
paragraph on the cover page, the statement appearing in the last paragraph on
page __ with respect to stabilizing the market price of Shares and Warrants, the
information in the __ paragraph on page __ with respect to concessions and
reallowances, and the information in the ___ paragraph on page ___ with respect
to the determination of the public offering price, as such information appears
in any Preliminary Prospectus and in the Prospectus.

         12.      NOTICES AND GOVERNING LAW. All communications hereunder will
be in writing and, except as otherwise provided, will be delivered at, or mailed
by certified mail, return receipt requested, or telegraphed to, the following
addresses: if to the Underwriters, to Lane Capital Markets, LLC, 263 Queens
Grant Road, Fairfield, CT 06824 with a copy to McCarter & English, LLP, 4
Gateway Center, 100 Mulberry Street, Newark, NJ 07102, Attention: Jeffrey A.
Baumel, Esq.; if to the Company, addressed it to 5733 International Parkway, New
Hope, MN 55428, Attention: John Lai, Chief Financial Officer with a copy to
Lindquist & Vennum P.L.L.P, 4200 IDS Center, 80 South 8th St., Minneapolis, MN
55402.

                                      -29-


                  This Agreement shall be deemed to have been made and delivered
in New York City and shall be governed as to validity, interpretation,
construction, effect and in all other respects by the internal laws of the State
of New York. The Company (1) agrees that any legal suit, action or proceeding
arising out of or relating to this Agreement shall be instituted exclusively in
New York State Supreme Court, County of New York, or in the United States
District Court for the Southern District of New York, (2) waives any objection
which the Company may have now or hereafter to the venue of any such suit,
action or proceeding, and (3) irrevocably consents to the jurisdiction of the
New York State Supreme Court, County of New York, and the United States District
Court for the Southern District of New York in any such suit, action or
proceeding. The Company further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in
the New York State Supreme Court, County of New York, or in the United States
District Court for the Southern District of New York and agrees that service of
process upon the Company mailed by certified mail to the Company's address shall
be deemed in every respect effective service of process upon the Company, in any
such suit, action or proceeding.

         13.      PARTIES IN INTEREST. This Agreement is made solely for the
benefit of the Underwriters, the Company and, to the extent expressed, any
person controlling the Company or any Underwriter, each officer, director,
partner, employee and agent of any Underwriter, the directors of the Company,
its officers who have signed the Registration Statement, and their respective
executors, administrators, successors and assigns, and, no other person will
acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" will not include any purchaser of the Shares or
Warrants from any Underwriter, as such purchaser.

                                      -30-


                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement between the Company and the
Underwriters in accordance with its terms.



                                                      Very truly yours,



                                                      VIPER MOTORCYCLE COMPANY

                                                      By:_______________________
                                                            Name:
                                                            Title:


Confirmed and accepted in
New York, N.Y., as of the
date first above written:



LANE CAPITAL MARKETS, LLC



By:________________________
      John D. Lane
      Managing Director

For Itself and as Representative of the
Several Underwriters