Exhibit 1.01

                                 750,000 Shares

                                  BENIHANA INC.

                              Class A Common Stock

                             UNDERWRITING AGREEMENT

                               September __, 2001

Ladenburg Thalmann & Co. Inc.
Ryan, Beck & Co. LLC
  as Representatives of the Several Underwriters
c/o Ladenburg Thalmann & Co. Inc.
590 Madison Avenue
New York, New York 10022

Dear Sirs:

         Benihana Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the several underwriters named in Schedule A hereto (the
"Underwriters") for whom Ladenburg Thalmann & Co. Inc. and Ryan, Beck & Co. LLC
are acting as representatives (the "Representatives"), an aggregate of 750,000
shares (the "Firm Shares") of the Class A Common Stock, par value $.10 per share
(the "Class A Stock"), of the Company. In addition, for the sole purpose of
covering over-allotments in connection with the sale of the Firm Shares, the
Company proposes to issue and sell to the Underwriters, at the Underwriters'
option, up to an additional 112,500 shares of Class A Stock (the "Option
Shares") as set forth herein. The term "Shares" as used herein, unless otherwise
indicated, shall mean the Firm Shares and the Option Shares.

         SECTION 1. Representations, Warranties and Agreements of the Company.
 The Company represents, warrants and agrees that:

         (a)   The Company meets the requirements for use of Form S-2 under the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder. A registration statement on Form S-2
(File No. 333-__________) and one or more amendments thereto with respect to the
Shares have (i) been prepared by the Company in conformity with the requirements
of the Securities Act, (ii) been filed with the Commission under the Securities
Act and (iii) become effective under the Securities Act. Copies of such
registration statement and each of the amendments thereto have been delivered by
the Company to the Underwriters. As used in this Agreement, "Effective Time"
means the date and the time as of which such registration statement, or the most
recent post-effective amendment thereto, if any, was declared effective by the
Commission; "Effective Date" means the date of the Effective



Time; "Preliminary Prospectus" means each prospectus included in such
registration statement, or amendments thereof, before it became effective under
the Securities Act and any prospectus filed with the Commission by the Company
with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and
Regulations; "Registration Statement" means such registration statement, as
amended at the Effective Time, including all information contained or
incorporated by reference in the final prospectus pursuant to Item 12 of Form
S-2 under the Securities Act filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations and deemed to be a part of the registration
statement as of the Effective Time pursuant to Rule 430A of the Rules and
Regulations; and "Prospectus" means the prospectus in the form first used to
confirm sales of Shares, including all information contained or incorporated by
reference therein pursuant to Item 12 of Form S-2 under the Securities Act. If
the Company has filed an abbreviated registration statement to register
additional shares of Class A Stock pursuant to Rule 462(b) under the Securities
Act (the "Rule 462 Registration Statement"), then any reference herein to the
term "Registration Statement" shall be deemed to include such Rule 462
Registration Statement. The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus.

     (b)  The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will, when they become effective or are filed with the Commission, as
the case may be, conform in all material respects to the requirements of the
Securities Act and the Rules and Regulations and do not and will not, as of the
applicable effective date (as to the Registration Statement and any amendment
thereto) and as of the applicable filing date (as to the Prospectus and any
amendment or supplement thereto) contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading; provided that no
representation or warranty is made as to information contained in or omitted
from the Registration Statement or the Prospectus in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Underwriters specifically for inclusion therein.

     (c)  The documents incorporated by reference in the Prospectus pursuant to
Item 12 of Form S-2 under the Securities Act, at the time they were filed with
the Commission, complied in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations of the Commission thereunder and, when read together and with
the other information in the Prospectus, at the time the Registration Statement
becomes effective and at all times subsequent thereto up to the Closing Dates
(as defined below), will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or to make the
statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading, in each case after excluding any
statement that does not constitute a part of the Registration Statement or the
Prospectus pursuant to Rule 412 of the Securities Act.

                                       -2-



     (d)  The Company and each of its subsidiaries (as defined in Section 15)
have (i) been duly incorporated and are validly existing as corporations in good
standing under the laws of their respective jurisdictions of incorporation, (ii)
are duly qualified to do business and are in good standing as foreign
corporations in each jurisdiction in which their respective ownership or lease
of property or the conduct of their respective businesses requires such
qualification, and (iii) all power and authority necessary to own or hold their
respective properties and to conduct the businesses in which they are engaged,
except, in the case of clauses (ii) and (iii), where the failure to so qualify
and be in good standing as a foreign corporation or have such power or authority
would not, singularly or in the aggregate, reasonably be expected to have a
material adverse effect on the general affairs, management, consolidated
financial position, stockholders' equity, results of operations, business or
prospects of the Company and its subsidiaries taken as a whole (a "Material
Adverse Effect"). None of the Company's subsidiaries is a limited liability
company.

     (e)  The authorized, issued and outstanding capital stock of the Company as
of July 22, 2001, is as set forth in the Prospectus under "Capitalization." All
of the issued shares of capital stock of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and conform in all
material respects to the description thereof contained in the Prospectus; and
all of the issued shares of capital stock of each subsidiary of the Company have
been duly and validly authorized and issued and are fully paid and
non-assessable. Except with respect to Haru Holding Corp. ("Haru") and each of
its subsidiaries, all of the issued and outstanding shares of capital stock of
each subsidiary of the Company are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims, except for the
pledge of the capital stock of such subsidiaries by the Company under the Credit
Agreement dated as of December 1, 1997 by and among the Company, First Union
National Bank and the other parties thereto (the "Credit Facility"). The Company
owns directly or indirectly, 80% of the issued and outstanding shares of capital
stock of Haru and each of Haru's subsidiaries, free and clear of all liens,
encumbrances, equities or claims, except for the pledge of the capital stock of
Haru and such subsidiaries under the Credit Facility. Except as otherwise
described in the Prospectus, there are no preemptive or other rights to
subscribe for or to purchase, nor any restriction upon the voting or transfer
of, any shares of the Class A Stock pursuant to the Company's certificate of
incorporation or by-laws or any agreement or other instrument. The capital stock
of the Company conforms in all material respects to the description thereof
contained in the Prospectus.

     (f)  This Agreement has been duly authorized, executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law), and except insofar as
the indemnification and contribution provisions hereof may be limited by
considerations of public policy.

                                       -3-



     (g)  The Company has all requisite power and authority to execute, deliver
and perform its obligations under this Agreement.

     (h)  The execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, nor will such actions result in any
violation of the provisions of (i) the certificate of incorporation (or other
equivalent organizational document) or by-laws (or other equivalent
organizational document) of the Company or any of its subsidiaries or (ii) any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries or any of
their properties or assets; and except for the registration of the Shares under
the Securities Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under the Exchange Act and applicable state
or foreign securities laws or by the National Association of Securities Dealers,
Inc. (the "NASD") in connection with the purchase and distribution of the Shares
by the Underwriters, no consent, approval, authorization or order of, or filing
or registration with, any such court or governmental agency or body is required
for the execution, delivery and performance of this Agreement by the Company and
the consummation of the transactions contemplated hereby.

     (i)  The Company has full power and authority to authorize, issue and sell
the Shares to be sold by it hereunder. The Shares to be delivered on the Closing
Dates have been duly and validly authorized, and when delivered and sold by the
Company in accordance with the terms of this Agreement, will be duly and validly
issued and outstanding, fully paid and nonassessable without any personal
liability attaching to the ownership thereof, and will not have been issued and
will not be owned or held in violation of or be subject to any preemptive rights
or other similar right to subscribe for or purchase securities of the Company.
The Underwriters will receive good title to the Shares purchased by them,
respectively, free and clear of all liens, encumbrances, equities or claims or
other defects of title whatsoever. The Shares to be sold by the Company will
conform in all material respects to the description of such Shares contained in
the Prospectus. No further approval or authority of the stockholders or the
Board of Directors of the Company will be required for the issuance and sale of
the Shares as contemplated herein.

     (j)  Except as set forth in the Prospectus, there are no contracts,
agreements or understandings between the Company and any person granting such
person the right (other than rights which have been waived or satisfied) to
require the Company to file a registration statement under the Securities Act
with respect to any securities of the Company owned or to be owned by such
person or to require the Company to include such securities in the securities
registered pursuant to the Registration Statement or in any

                                       -4-



securities being registered pursuant to any other registration statement filed
by the Company under the Securities Act.

     (k)  Except as set forth in the Prospectus, the Company has not sold or
issued any shares of Class A Stock during the six-month period preceding the
date of the Prospectus, including any sales pursuant to Rule 144A under, or
Regulations D or S of, the Securities Act other than shares issued pursuant to
employee benefit plans, stock option plans or other employee compensation plans
or pursuant to outstanding options, rights or warrants.

     (l)  Neither the Company nor any of its subsidiaries has sustained, since
the date of the latest audited financial statements included or incorporated in
the Prospectus, any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since such date, there
has not been any material change in the capital stock or long-term debt of the
Company and its subsidiaries on a consolidated basis or any material adverse
change, or any development involving a prospective material adverse change, in
or affecting the general affairs, management, consolidated financial position,
stockholders' equity, results of operations, business or prospects of the
Company and its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus.

     (m)  The financial statements (including the related notes and supporting
schedules) filed as part of the Registration Statement or included or
incorporated in the Prospectus present fairly the financial condition and
results of operations of the entities purported to be shown thereby, at the
dates and for the periods indicated, and have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved. The other financial information and data filed
as part of the Registration Statement or included in the Prospectus is fairly
presented and prepared on a basis consistent with such financial statements and
the books and records of the Company.

     (n)  Deloitte & Touche, LLP, who have certified certain financial
statements of the Company, whose report is incorporated by reference in the
Prospectus and who have delivered the initial letter referred to in Section 7(f)
hereof, are independent public accountants as required by the Securities Act and
the Rules and Regulations.

     (o)  The Company and each of its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects, except such as are described in the Prospectus or such
as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries; all assets held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases,
with such exceptions as are not material and do not materially interfere with
the

                                       -5-



use made and proposed to be made of such property and buildings by the Company
and its subsidiaries taken as a whole.

     (p)  The Company and each of its subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as is adequate for the conduct
of their respective businesses and the value of their respective properties and
as is customary for companies engaged in similar businesses in similar
industries.

     (q)  The Company and each of its subsidiaries own or possess adequate
rights to use all material patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations,
copyrights and licenses necessary for the conduct of their respective businesses
and have no reason to believe that the conduct of their respective businesses
will conflict with, and have not received any notice of any claim of conflict
with, any such rights of others, in each case except as could not reasonably be
expected to have a Material Adverse Effect.

     (r)  Except as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property or assets of the Company or any of its
subsidiaries is the subject which, if determined adversely to the Company or any
of its subsidiaries would reasonably be expected to have a Material Adverse
Effect; and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by others.

     (s)  There are no contracts or other documents which are required to be
described in the Prospectus or filed as exhibits to the Registration Statement
by the Securities Act or by the Rules and Regulations which have not been
described in the Prospectus or filed as exhibits to the Registration Statement
or incorporated by reference as exhibits as permitted by the Rules and
Regulations.

     (t)  No relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors, officers, shareholders, customers or
suppliers of the Company on the other hand, which is required to be described in
the Prospectus which is not so described.

     (u)  No labor disturbance by the employees of the Company exists or, to the
knowledge of the Company, is imminent, which would reasonably be expected to
have a Material Adverse Effect.

     (v)  The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
with respect to any "pension plan" (as defined in ERISA) for which the Company
would have any material liability; the Company has not incurred and does not
expect to incur liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any "pension plan" or

                                       -6-



(ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended,
including the regulations and published interpretations thereunder (the "Code");
and each "pension plan" for which the Company would have any liability that is
intended to be qualified under Section 401(a) of the Code is so qualified in all
material respects and, to the best of the Company's knowledge, nothing has
occurred, whether by action or by failure to act, which would cause the loss of
such qualification.

     (w)  The Company has filed all federal, state and local income and
franchise tax returns required to be filed through the date hereof (except where
the failure to file would not reasonably be expected to have a Material Adverse
Effect) and has paid all taxes due thereon, and no tax deficiency has been
determined adversely to the Company or any of its subsidiaries which has had
(nor does the Company have any knowledge of any tax deficiency which, if
determined adversely to the Company or any of its subsidiaries, would reasonably
be expected to have) a Material Adverse Effect.

     (x)  Since the date as of which information is given in the Prospectus
through the date hereof, and except as may otherwise be disclosed in the
Prospectus, the Company has not (i) issued or granted any securities, (ii)
incurred any material liability or obligation, direct or contingent, other than
liabilities and obligations which were incurred in the ordinary course of
business, (iii) entered into any material transaction not in the ordinary course
of business or (iv) declared or paid any dividend on its capital stock.

     (y)  The Company (i) makes and keeps accurate books and records and (ii)
maintains internal accounting controls which provide reasonable assurance that
(A) transactions are executed in accordance with management's authorization, (B)
transactions are recorded as necessary to permit preparation of its financial
statements and to maintain accountability for its assets, (C) access to its
assets is permitted only in accordance with management's authorization and (D)
the reported accountability for its assets is compared with existing assets at
reasonable intervals.

     (z)  Neither the Company nor any of its subsidiaries (i) is in violation of
its certificate of incorporation (or other equivalent organizational document)
or by-laws (or other equivalent organizational document), (ii) is in default in
any respect, and no event has occurred which, with notice or lapse of time or
both, would constitute such a default, in the due performance or observance of
any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a party or
by which it is bound or to which any of its properties or assets is subject or
(iii) is in violation in any respect of any law, ordinance, governmental rule,
regulation or court decree to which it or its property or assets may be subject
or has failed to obtain any license, permit, certificate, franchise or other
governmental authorization or permit necessary to the ownership of its property
or to the conduct of its business except, in the case of clauses (ii) and (iii),
for such defaults, violations and failures which would not, singularly or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                                       -7-



     (aa)  Neither the Company nor any of its subsidiaries, nor any director,
officer, agent, employee or other person associated with or acting on behalf of
the Company or any of its subsidiaries, has used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the Foreign Corrupt Practices Act of 1977; or
made any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment.

     (bb)  There has been no storage, disposal, generation, manufacture,
refinement, transportation, handling or treatment of toxic wastes, medical
wastes, hazardous wastes or hazardous substances by the Company or any of its
subsidiaries (or, to the knowledge of the Company, any of their predecessors in
interest) at, upon or from any of the property now or previously owned or leased
by the Company or its subsidiaries in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or which would
require remedial action under any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit, except for any violation or remedial action
which would not have, or would not be reasonably expected to have, singularly or
in the aggregate with all such violations and remedial actions, a Material
Adverse Effect; there has been no material spill, discharge, leak, emission,
injection, escape, dumping or release of any kind onto such property or into the
environment surrounding such property of any toxic wastes, medical wastes, solid
wastes, hazardous wastes or hazardous substances due to or caused by the Company
or any of its subsidiaries or with respect to which the Company or any of its
subsidiaries have knowledge, except for any such spill, discharge, leak,
emission, injection, escape, dumping or release which would not have or would
not be reasonably likely to have, singularly or in the aggregate with all such
spills, discharges, leaks, emissions, injections, escapes, dumpings and
releases, a Material Adverse Effect; and the terms "hazardous wastes", "toxic
wastes", "hazardous substances" and "medical wastes" shall have the meanings
specified in any applicable local, state, federal and foreign laws or
regulations with respect to environmental protection.

     (cc)  Neither the Company nor any subsidiary is an "investment company" as
defined in the Investment Company Act of 1940, as amended.

     (dd)  The Shares have been authorized for listing on the Nasdaq National
Market.

     (ee)  Neither the Company nor any subsidiary has taken or will take,
directly or indirectly, any action designed to cause or result in, or which has
constituted or which might reasonably be expected to constitute, the
stabilization or manipulation, under the Exchange Act or otherwise, of the price
of the Shares to facilitate the sale or the resale of the Shares hereby.

     (ff)  Neither the Company nor any subsidiary does business with the
government of Cuba or with any person or affiliate located in Cuba within the
meaning of Section 517.075 of the Florida Statutes, and all rules and
regulations thereunder, relating

                                       -8-



to issuers doing business in Cuba and the Company agrees to comply, and shall
cause each of its subsidiaries to comply, with such statute if prior to the
completion of the distribution of the Shares, the Company or any subsidiary
commences doing such business.

     (gg)  Neither the Company nor any subsidiary has distributed, nor will it
distribute prior to the First Closing Date (as defined in Section 3(a) below)
any offering material in connection with the offering and sale of the Shares
other than the Preliminary Prospectus, the Prospectus, the Registration
Statement or any other materials permitted by the Securities Act, if any.

     SECTION 2. Purchase of the Shares by the Underwriters. (a) On the basis of
the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to issue and sell to the
several Underwriters and each such Underwriter agrees, severally and not
jointly, to buy from the Company at __________ per Share, at the place and time
hereinafter specified, the respective number of Firm Shares set forth opposite
the names of the Underwriters in Schedule A attached hereto plus any additional
Shares which such Underwriters may become obligated to purchase pursuant to the
provisions of Section 8 hereof.

     (b)   In addition, subject to the terms and conditions of this Agreement,
and upon the basis of the representations, warranties and agreements herein
contained, the Company hereby grants an option to the several Underwriters to
purchase all or any part of the Option Shares at the same price per Share as the
Underwriters shall pay for the Firm Shares being sold pursuant to the provisions
of subsection (a) of this Section 2. This option may be exercised within 45 days
after the effective date of the Registration Statement upon notice by the
Representatives to the Company advising as to the amount of Option Shares as to
which the option is being exercised, the names and denominations in which the
certificates for such Option Shares are to be registered and the time and date
when such certificates are to be delivered. The number of Option Shares to be
purchased by each Underwriter, if any, shall bear the same percentage to the
total number of Option Shares being purchased by the several Underwriters
pursuant to this subsection (b) as the number of Shares such Underwriter is
purchasing bears to the total number of the Firm Shares being purchased pursuant
to subsection (a) of this Section 2, as adjusted, in each case, by the
Representatives in such manner as the Representatives may deem appropriate. The
option granted hereunder may be exercised only to cover over-allotments in the
sale by the Underwriters of Firm Shares referred to in subsection (a) above. In
the event the Company declares or pays a dividend or distribution on its Class A
Stock, whether in the form of cash, shares of Class A Stock or any other
consideration, following the First Closing Date and prior to the Option Closing
Date (as defined in Section 3(b) below), such dividend or distribution shall
also be paid on the Option Shares on the Option Closing Date.

     SECTION 3. Delivery and Payment. (a) Delivery of the Firm Shares against
payment therefor shall take place at the offices of Ladenburg Thalmann & Co.
Inc. (or at such other place as may be designated by agreement between you and
the

                                       -9-



Company) at 10:00 a.m. New York time, on the third full business day after the
Effective Date, or at such other time not earlier than three nor more than ten
full business days thereafter as the Representatives and the Company shall
determine. Such time and date of payment and delivery for the Firm Shares being
herein called the "First Closing Date."

          (b)  In addition, in the event the Underwriters exercise the option to
purchase from the Company all or any portion of the Option Shares pursuant to
the provisions of Section 2(b), then delivery of the Option Shares against
payment therefor shall take place at the offices of Ladenburg Thalmann & Co.
Inc. (or at such other place as may be designated by agreement between you and
the Company) at such time and date as shall be determined by the Representatives
but shall not be earlier than four nor later than ten full business days after
the exercise of said option, nor in any event prior to the First Closing Date.
Such time and date is referred to herein as the "Option Closing Date."

          (c)  The Company will make the certificates for the securities
comprising the Shares to be purchased by the Underwriters hereunder available to
you for checking at least two full business days prior to the First Closing Date
or the Option Closing Date, as the case may be (which are collectively referred
to herein as the "Closing Dates"). The certificates shall be in such names and
denominations as you may request, at least two full business days prior to the
applicable Closing Date. Time shall be of the essence and delivery at the time
and place specified in this Agreement is a further condition to the obligations
of each Underwriter.

          (d)  Payment for the Shares shall be made to or upon the order of the
Company by certified or bank cashier's checks payable in New York Clearing House
funds at the time and date of delivery of such Shares as required by the
provisions of subsections (a) and (b) above or by wire transfer in immediately
available funds to a bank account designated by the Company at least two
business days prior to the First Closing Date or the Option Closing Date, as the
case may be, against receipt of the definitive certificates in negotiable form
for such Shares by the Representatives for the respective accounts of the
several Underwriters registered in such names and in such denominations as the
Representatives may request.

          (e)  It is understood that you, individually and not as
Representatives of the several Underwriters, may (but shall not be obligated to)
make any and all payments required pursuant to this Section 3 on behalf of any
Underwriter whose check or checks shall not have been received by the
Representatives at the time of delivery of the Shares to be purchased by such
Underwriter or Underwriters. Any such payment by you shall not relieve any such
Underwriter or Underwriters of any of its or their obligations hereunder.

         SECTION 4. Offering of Shares by the Underwriters. It is understood
that the Underwriters propose to make a public offering of the Shares at the
price and upon the other terms set forth in the Prospectus. The Underwriters
may, at their own expense, enter into one or more agreements, in their sole
discretion, as they deem advisable, with

                                       -10-



one or more broker-dealers who shall act as dealers in connection with such
public offering. The Underwriters may from time to time change the public
offering price after the closing of the public offering and increase or decrease
the concessions and discounts to dealers as they may determine.

     SECTION 5. Further Agreements of the Company. The Company agrees:

     (a)  To prepare the Prospectus in a form approved by the Underwriters and
to file such Prospectus pursuant to Rule 424(b) under the Securities Act not
later than the Commission's close of business on the second business day
following the execution and delivery of this Agreement or, if applicable, such
earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to
make no further amendment or any supplement to the Registration Statement or to
the Prospectus except as permitted herein; to advise the Underwriters, promptly
after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish the
Underwriters with copies thereof; to advise the Underwriters, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus, of the suspension of the qualification of the Shares for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for
additional information; and, in the event of the issuance of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;

     (b)  To furnish promptly to the Underwriters and to counsel for the
Underwriters a signed copy of the Registration Statement as originally filed
with the Commission, and each amendment thereto filed with the Commission,
including all consents and exhibits filed therewith;

     (c)  To deliver promptly to the Underwriters such number of the following
documents as each Underwriter shall reasonably request: (i) conformed copies of
the Registration Statement as originally filed with the Commission and each
amendment thereto (in each case excluding exhibits) and (ii) each Preliminary
Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if
the delivery of a prospectus is required at any time after the Effective Time in
connection with the offering or sale of the Shares or any other securities
relating thereto and if at such time any events shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary to amend or supplement the Prospectus
in order to comply with the Securities Act, to notify the Underwriters and, upon
its request, to prepare and furnish without charge to the Underwriters and to
any dealer in securities as

                                       -11-



many copies as the Underwriters may from time to time reasonably request of an
amended or supplemented Prospectus which will correct such statement or omission
or effect such compliance;

     (d)  To file promptly with the Commission any amendment to the Registration
Statement or the Prospectus or any supplement to the Prospectus that may, in the
reasonable judgment of the Company or the Underwriters, be required by the
Securities Act or requested by the Commission;

     (e)  Prior to filing with the Commission any amendment to the Registration
Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424
of the Rules and Regulations, to furnish a copy thereof to the Underwriters and
counsel for the Underwriters and obtain the consent of the Underwriters to the
filing, which consent shall not be unreasonably delayed or withheld;

     (f)  As soon as practicable after the Effective Date, to make generally
available to the Company's security holders and to deliver to the Underwriters
an earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 1l(a) of the Securities Act and the Rules and
Regulations (including, at the option of the Company, Rule 158);

     (g)  Upon the request of the Underwriters, for a period of two years
following the Effective Date, to furnish to the Underwriters copies of all
materials furnished by the Company to its shareholders generally and all public
reports and all reports and financial statements furnished by the Company to the
principal national securities exchange upon which the Class A Stock may be
listed pursuant to requirements of or agreements with such exchange or to the
Commission pursuant to the Exchange Act or any rule or regulation of the
Commission thereunder;

     (h)  Promptly from time to time to take such action as the Underwriters may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as the Underwriters may request and to
comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete the
distribution of the Shares; provided that in connection therewith, the Company
shall not be required to qualify as a foreign corporation, to submit to general
taxation or to file a general consent to service of process in any jurisdiction;

     (i) For a period of 90 days from the date of the Prospectus, not to,
directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of
(or enter into any transaction or device which is designed to, or could be
expected to, result in the disposition by any person at any time in the future
of) any shares of Class A Stock or securities convertible into or exchangeable
for Class A Stock (other than (w) the Shares, (x) shares of Class A Stock issued
pursuant to employee benefit plans, stock option plans or other employee
compensation plans existing on the date hereof or pursuant to currently
outstanding options, warrants or rights or upon conversion of shares of Common
Stock, or (y) shares of Class A Stock or securities

                                       -12-



convertible into or exchangeable for Class A Stock issued in a private placement
transaction (provided that such shares shall not be publicly resold during the
period of 90 days after the date of the Prospectus; provided, further, that the
holder of shares issued in such a transaction shall furnish to the Underwriters
at or prior to the time of such issuance a letter in the form of Exhibit A
hereto)) or substantially similar securities, or sell or grant options, rights
or warrants with respect to any shares of Class A Stock or securities
convertible into or exchangeable for Class A Stock or substantially similar
securities (other than the grant of options pursuant to benefit plans existing
on the date hereof), or (2) enter into any swap or other derivatives transaction
that transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of such shares of Class A Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Class A
Stock or other securities, in cash or otherwise, in each case without the prior
written consent of Ladenburg Thalmann & Co. Inc.; and to cause each executive
officer and director of the Company and Benihana of Tokyo, Inc. ("BOT") to
furnish to the Representatives, prior to the First Closing Date, a letter or
letters, substantially in the form of Exhibit A hereto;

     (j)  To take such steps as shall be necessary to ensure that neither the
Company nor any subsidiary shall become an "investment company" as defined in
the Investment Company Act of 1940, as amended, and the rules and regulations of
the Commission thereunder;

     (k)  During the period of 90 days from the date of the Prospectus, to
obtain an executed letter in the form of Exhibit A hereto from each new
executive officer and director who has not previously executed such a letter;

     (l)  The Company will apply the net proceeds from the sale of the Shares
for the purposes set forth under "Use of Proceeds" in the Prospectus; and

     (m)  Prior to the First Closing Date, the Company will make all filings
required to obtain the listing of the Shares on the Nasdaq National Market and
will effect and maintain such listing for at least five years from the date of
this Agreement.

     SECTION 6. Expenses. (a) The Company agrees to pay (i) the Representatives
a $75,000 non-accountable expense allowance to cover all of the Representatives'
out-of-pocket expenses (the receipt of which is hereby acknowledged by the
Representatives), (ii) the costs incident to the sale and delivery of the Shares
and any taxes payable in that connection; (iii) the costs incident to the
preparation, printing and filing under the Securities Act of the Registration
Statement and any amendments and exhibits thereto; (iv) the costs of
distributing the Registration Statement as originally filed and each amendment
thereto and any post-effective amendments thereof (including, in each case,
exhibits), any Preliminary Prospectus, the Prospectus and any amendment or
supplement to the Prospectus, all as provided in this Agreement; (v) the costs
of reproducing and distributing this Agreement and any other related documents
in connection with the offering, purchase, sale and delivery of the Shares; (vi)
the filing fees and expenses incident to securing the review by the National
Association of Securities Dealers, Inc. of

                                       -13-



the terms of sale of the Shares (including related fees and expenses of counsel
to the Underwriters, which obligation shall be in addition to the obligation
referred to in subparagraph (i) above); (vii) any applicable listing or other
fees; (viii) the fees and expenses of qualifying the Shares under the securities
laws of the several jurisdictions as provided in Section 5(h) and of preparing
and distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the Underwriters, which obligation shall be in addition to the
obligation referred to in subparagraph (i) above); (ix) the costs and expenses
(excluding costs and expenses of the Underwriters and their representatives)
relating to investor presentations on any "road show" undertaken in connection
with the marketing of the offering of the Shares including, without limitation,
expenses associated with the production of road show slides and graphics, fees
and expenses of any consultants engaged in connection with the road show
presentations, travel and lodging expenses of the representatives and officers
of the Company and any such consultants, and all other costs and expenses
incident to the performance of the obligations of the Company under this
Agreement, including all accounting and counsel fees and expenses incurred by
the Company in connection with the offering of the Shares hereunder.
Notwithstanding the foregoing, unless otherwise approved in advance by the
Company, the fees and expenses of counsel to the Underwriters payable by the
Company under subparagraphs (vi) and (viii), excluding filing fees in either
case, shall be limited to $10,000 plus disbursements.

     (b)  No person is entitled either directly or indirectly to compensation
from the Company, from the Representatives or from any other person for services
as a finder in connection with the proposed offering, and the Company agrees to
indemnify and hold harmless the Representatives and the other Underwriters,
against any losses, claims, damages or liabilities, joint or several (which
shall, for all purposes of this Agreement, include, but not be limited to, all
costs of defense and investigation and all attorneys' fees), to which the
Representatives or such other Underwriter may become subject insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon the claim of any person (other than an employee of the
party claiming indemnity) or entity that he or it is entitled to a finder's fee
in connection with the proposed offering by reason of such person's or entity's
influence or prior contact with the indemnifying party.

     SECTION 7. Conditions of Underwriter's Obligations. The obligations of the
several Underwriters to purchase and pay for the Shares which they have
respectively agreed to purchase hereunder on the respective Closing Date are
subject (x) to the accuracy when made and as of the Closing Dates, of the
representations and warranties of the Company contained herein (provided that,
in the case of this clause (x), the obligations of the Underwriters hereunder
shall be subject to the accuracy in all material respects of those
representations and warranties that are not qualified as to materiality), (y) to
the performance by the Company of its obligations hereunder and (z) to each of
the following additional terms and conditions:

     (a)  The Prospectus shall have been timely filed with the Commission in
accordance with Section 5(a); no stop order suspending the effectiveness of the

                                       -14-



Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement or the Prospectus or otherwise shall
have been complied with.

     (b) The Underwriters shall not have discovered and disclosed to the Company
on or prior to either of the Closing Dates that the Registration Statement or
the Prospectus or any amendment or supplement thereto contains an untrue
statement of fact which, in the opinion of Lowenstein Sandler PC, counsel for
the Underwriters, is material or omits to state a fact which, in the opinion of
such counsel, is material and is required to be stated therein or is necessary
to make the statements therein not misleading.

     (c) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Shares, the Registration
Statement and the Prospectus, and all other legal matters relating to this
Agreement and the transactions contemplated hereby shall be reasonably
satisfactory in all material respects to counsel for the Underwriters, and the
Company shall have furnished to such counsel all documents and information that
they may reasonably request to enable them to pass upon such matters.

     (d) Dornbush Mensch Mandelstam & Schaeffer, LLP shall have furnished to the
Underwriters its written opinion, as counsel to the Company, addressed to the
Underwriters and dated the First Closing Date, in substantially the form
attached hereto as Exhibit B.

     (e) All corporate proceedings and other legal matters relating to this
Agreement, the Registration Statement, the Prospectus and other related matters
shall be reasonably satisfactory to or approved by Lowenstein Sandler PC,
counsel to the several Underwriters, and you shall have received from such
counsel a signed opinion, dated as of the First Closing Date, together with
copies thereof for each of the other Underwriters, in form and substance
satisfactory to the Underwriters. The Company and each of its subsidiaries shall
have furnished to counsel for the several Underwriters such documents as it may
reasonably request for the purpose of enabling it to render such opinion.

     (f) At the time of execution of this Agreement, the Underwriters shall have
received from Deloitte & Touche, LLP a letter, in form and substance
satisfactory to the Underwriters, addressed to the Underwriters and dated the
date hereof (i) confirming that they are independent public accountants within
the meaning of the Securities Act and are in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of
Regulation S-X of the Commission and (ii) stating, as of the date hereof (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Prospectus, as
of a date not more than five days prior to the date hereof), the conclusions and
findings of such firm with respect to the financial information and other
matters ordinarily covered by accountants' "comfort letters" to underwriters in
connection with registered public offerings.

                                       -15-



     (g) With respect to the letter of Deloitte & Touche LLP referred to in the
preceding paragraph and delivered to the Underwriters concurrently with the
execution of this Agreement (the "initial letter"), the Company shall have
furnished to the Underwriters a letter (the "bring-down letter") of such
accountants, addressed to the Underwriters and dated the First Closing Date (i)
confirming that they are independent public accountants within the meaning of
the Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission, (ii) stating, as of the date of the bring-down letter (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Prospectus, as
of a date not more than five days prior to the date of the bring-down letter),
the conclusions and findings of such firm with respect to the financial
information and other matters covered by the initial letter and (iii) confirming
in all material respects the conclusions and findings set forth in the initial
letter.

     (h)  The Company shall have furnished to the Underwriters a certificate,
dated the First Closing Date, of its President and its Chief Financial Officer
stating that:

          (i)   The representations, warranties and agreements of the Company in
     Section 1 are true and correct as of the First Closing Date (provided that
     such representations, warranties and agreements that are not qualified as
     to materiality shall be true in all material respects); the Company has
     complied with all its agreements contained herein; and the conditions set
     forth in this Section 7 have been fulfilled; and

          (ii)  They have carefully examined the Registration Statement and the
     Prospectus and, in their opinion (A) as of the Effective Date, the
     Registration Statement and the Prospectus did not include any untrue
     statement of a material fact and did not omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and (B) since the Effective Date no event has occurred
     which should have been set forth in a supplement or amendment to the
     Registration Statement or the Prospectus which was not so set forth
     therein.

     (i)  Neither the Company nor any of its subsidiaries shall have sustained
since the date of the latest audited financial statements included in the
Prospectus (i) any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus or (ii) since such date there shall not
have been any change in the capital stock or long-term debt of the Company and
its subsidiaries on a consolidated basis or any adverse change, or any
development involving a prospective adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case described
in clause (i) or (ii), is, in the

                                       -16-



judgment of the Underwriters, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Shares being delivered on the respective Closing Date on the terms and in
the manner contemplated in the Prospectus.

     (j) Subsequent to the execution and delivery of this Agreement there shall
not have occurred any of the following: (i) trading in securities generally on
the New York Stock Exchange or the American Stock Exchange or in the
over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or minimum
prices shall have been established on any such exchange or such market by the
Commission, by such exchange or by any other regulatory body or governmental
authority having jurisdiction, (ii) a banking moratorium shall have been
declared by Federal or state authorities, (iii) the United States shall have
become engaged in hostilities, there shall have been an escalation in
hostilities involving the United States or there shall have been a declaration
of a national emergency or war by the United States or (iv) there shall have
occurred such a material adverse change in general economic, political or
financial conditions (or the effect of international conditions on the financial
markets in the United States shall be such) as to make it, in the judgment of
the Underwriters, impracticable or inadvisable to proceed with the public
offering or delivery of the Shares being delivered on the respective Closing
Date on the terms and in the manner contemplated in the Prospectus.

     (k) The Shares shall be listed on the Nasdaq National Market.

     (l) Prior to the First Closing Date, the Underwriters shall have received
from each executive officer and director of the Company and BOT, an executed
letter in the form of Exhibit A pursuant to Section 5(i) hereto.

     (m) 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 respective
Closing Date, for members of the NASD to execute transactions (as principal or
agent) in the Shares and no proceedings for the taking of such action shall have
been instituted or shall be pending, or, to the knowledge of the Representatives
or the Company, shall be contemplated by the Commission or the NASD. The Company
represents that at the date hereof it has no knowledge that any such action is
in fact contemplated by the Commission or the NASD. The Company shall have
advised the Underwriters of any NASD affiliation of any of its officers,
directors, stockholders or their affiliates.

     (n) Upon exercise of the option provided for in Section 2(b) hereof, the
obligations of the several Underwriters to purchase and pay for the Option
Shares referred to therein will be subject (as of the date hereof and as of the
Option Closing Date) to the following additional conditions:

          (i) The Registration Statement shall remain effective at the Option
Closing Date, and no stop order suspending the effectiveness thereof shall have
been issued and no proceedings for that purpose shall have been instituted or
shall be pending,


                                       -17-



or, to your knowledge or the knowledge of the Company, shall be contemplated by
the Commission, and any reasonable request on the part of the Commission for
additional information shall have been complied with to the satisfaction of
counsel to the several Underwriters.

                  (ii)  At the Option Closing Date, Dornbush Mensch Mandelstam &
Schaeffer, LLP shall have furnished to the Underwriters its written opinion as
counsel to the Company addressed to the Underwriters, which opinion shall be
dated the Option Closing Date and shall be substantially the same in scope and
substance as the opinion furnished to you at the First Closing Date pursuant to
Section 7(d) hereof, except that such opinion, where appropriate, shall cover
the Option Shares.

                  (iii) At the Option Closing Date there shall have been
delivered to you a letter in form and substance satisfactory to you from
Deloitte & Touche, LLP dated the Option Closing Date and addressed to the
Underwriters confirming the information in their letter referred to in Section
7(f) hereof and stating that nothing has come to their attention during the
period from the ending date of their review referred to in said letter to a date
not more than five business days prior to the Option Closing Date, which would
require any change in said letter if it were required to be dated the Option
Closing Date.

                  (iv)  At the Option Closing Date, the Company shall have
furnished to the Underwriters a certificate, dated the Option Closing Date, of
its President and the Chief Financial Officer, in form and substance
satisfactory to counsel for the Underwriters substantially the same in scope and
substance as the certificates furnished to you at the First Closing Date
pursuant to Section 7(h) hereof.

                  (v)   All proceedings taken at or prior to the Option Closing
Date in connection with the sale and issuance of the Option Shares shall be
satisfactory in form and substance to you and Lowenstein Sandler PC, counsel to
the several Underwriters, shall have been furnished with all such documents,
certificates, and opinions as you may reasonably request in connection with this
transaction in order to evidence the accuracy and completeness of any of the
representations, warranties or statements of the Company or its compliance with
any of the covenants or conditions herein.

     All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

     SECTION 8. Substitution of Underwriters.

     If any of the Underwriters shall for any reason not permitted hereunder
cancel their obligations to purchase the Firm Shares hereunder, or shall fail to
take up and pay for the number of Firm Shares set forth opposite their
respective names in Schedule A hereto upon tender of such Firm Shares in
accordance with the terms hereof, then:

                                       -18-



     (a)  If the aggregate number of Firm Shares which such Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
number of Firm Shares, the other Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Firm
Shares which such defaulting Underwriter or Underwriters agreed but failed to
purchase.

     (b)  If any Underwriter or Underwriters so default and the agreed number of
Firm Shares with respect to which such default or defaults occurs is more than
10% of the total number of Firm Shares, the remaining Underwriters shall have
the right to take up and pay for (in such proportion as may be agreed upon among
them) the Firm Shares which the defaulting Underwriter or Underwriters agreed
but failed to purchase. If such remaining Underwriters do not, at the First
Closing Date, take up and pay for the Firm Shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase, the time for delivery
of the Firm Shares shall be extended to the next business day to allow the
remaining Underwriters the privilege of substituting within twenty-four hours
(including nonbusiness hours) another underwriter or underwriters reasonably
satisfactory to the Company. If no such underwriter or underwriters shall have
been substituted as aforesaid, within such twenty-four hour period, the time of
delivery of the Firm Shares may, at the option of the Company, be again extended
to the next following business day, if necessary, to allow the Company the
privilege of finding within twenty-four hours (including nonbusiness hours)
another underwriter or underwriters to purchase the Firm Shares which the
defaulting Underwriter or Underwriters agreed but failed to purchase. If it
shall be arranged for the remaining Underwriters or substituted Underwriters to
take up the Firm Shares of the defaulting Underwriter or Underwriters as
provided in this Section 8, (i) the Company or the Representatives shall have
the right to postpone the time of delivery for a period of not more than seven
business days, in order to effect whatever changes may thereby be made necessary
in the Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees promptly to file any amendments to the
Registration Statement or supplements to the Prospectus which may thereby be
made necessary, and (ii) the respective numbers of Firm Shares to be purchased
by the remaining Underwriters or substituted Underwriters shall be taken as the
basis of the underwriting obligation for all purposes of this Agreement.

     If a default by one or more Underwriters shall occur and the remaining
Underwriters shall not take up and pay for all the Firm Shares agreed to be
purchased by the defaulting Underwriters or substitute another underwriter or
underwriters as aforesaid, and the Company shall not find or shall not elect to
seek another underwriter or underwriters for such Firm Shares as aforesaid, then
this Agreement shall terminate.

     If, following exercise of the option provided in Section 2(b) hereof, any
Underwriter or Underwriters shall for any reason not permitted hereunder cancel
their obligations to purchase Option Shares at the Option Closing Date, or shall
fail to take up and pay for the number of Option Shares, which they become
obligated to purchase at the Option Closing Date upon tender of such Option
Shares in accordance with the terms hereof, then the remaining Underwriters or
substituted Underwriters may take up and pay

                                       -19-



for the Option Shares of the defaulting Underwriters in the manner provided in
this Section 8(b). If the remaining Underwriters or substituted Underwriters
shall not take up and pay for all such Option Shares, the Underwriters shall be
entitled to purchase the number of Option Shares for which there is no default
or, at their election, the option shall terminate, and the exercise thereof
shall be of no effect.

     As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 8. In the event of
termination, there shall be no liability on the part of any nondefaulting
Underwriter to the Company, provided that the provisions of this Section 8 shall
not in any event affect the liability of any defaulting Underwriter to the
Company arising out of such default.

     SECTION 9. Indemnification and Contribution.

     (a)  The Company shall indemnify and hold harmless each Underwriter, its
officers and employees and each person, if any, who controls any Underwriter
within the meaning of the Securities Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Shares), to which such Underwriter, officer,
employee or controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus or in any amendment or supplement thereto, (ii) the
omission or alleged omission to state in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or in any amendment or supplement
thereto, or in any Blue Sky application, any material fact required to be stated
therein or necessary to make the statements therein not misleading or (iii) any
act or failure to act or any alleged act or failure to act by such Underwriter
in connection with, or relating in any manner to, the Shares or the offering
contemplated hereby, and which is included as part of or referred to in any
loss, claim, damage, liability or action arising out of or based upon matters
covered by clause (i) or (ii) above (provided that the Company shall not be
liable under this clause (iii) to the extent that it is determined in a final
judgment by a court of competent jurisdiction that such loss, claim, damage,
liability or action resulted directly from any such acts or failures to act
undertaken or omitted to be taken by such Underwriter through its gross
negligence or willful misconduct), and shall reimburse such Underwriter and each
such officer, employee or controlling person promptly upon demand for any legal
or other expenses reasonably incurred by such Underwriter, officer, employee or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus, or in any such amendment or
supplement, in reliance upon and in conformity with written information
concerning such Underwriter furnished to the Company by or on behalf of such

                                       -20-



Underwriter specifically for inclusion therein which information consists solely
of the information specified in Section 9(e); and provided further that as to
any Preliminary Prospectus, this indemnity agreement shall not inure to the
benefit of such Underwriter, its officers or employees, or any person
controlling the Underwriter, on account of any loss, claim, damage, liability or
action arising from the sale of the Shares to any person by such Underwriter if
such Underwriter failed to send or give a copy of the Prospectus, as the same
may be amended or supplemented, to that person within the time required by the
Securities Act, and the untrue statement or alleged untrue statement of any
material fact or omission or alleged omission to state a material fact in such
Preliminary Prospectus was corrected in the Prospectus, unless such failure
resulted from non-compliance by the Company with Section 5(c). The foregoing
indemnity agreement is in addition to any liability which the Company may
otherwise have to such Underwriter or to any officer, employee or controlling
person of such Underwriter.

     (b)  Each Underwriter, severally, but not jointly, shall indemnify and hold
harmless the Company, its officers and employees, each of its directors, and
each person, if any, who controls the Company within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company or any such
director, officer or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in any Preliminary Prospectus, the
Registration Statement or the Prospectus or in any amendment or supplement
thereto, or (B) in any Blue Sky Application or (ii) the omission or alleged
omission to state in any Preliminary Prospectus, the Registration Statement or
the Prospectus, or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Underwriter
furnished to the Company by or on behalf of such Underwriter specifically for
inclusion therein, and shall reimburse the Company and any such director,
officer or controlling person for any legal or other expenses reasonably
incurred by the Company or any such director, officer or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred. The
foregoing indemnity agreement is in addition to any liability which such
Underwriter may otherwise have to the Company or any such director, officer,
employee or controlling person.

     (c)  Promptly after receipt by an indemnified party under this Section 9 of
notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 9 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an

                                       -21-



indemnified party otherwise than under this Section 9. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for 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
any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing, (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party
to employ separate counsel or (iii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all such indemnified
parties, which firm shall be designated in writing by the Representatives, on
behalf of the Underwriters, if the indemnified parties under this Section 9
consist of the Underwriters or the Underwriters' officers, employees or
controlling persons, or by the Company, if the indemnified parties under this
Section 9 consist of the Company or any of the Company's directors, officers,
employees or controlling persons. No indemnifying party shall (i) without the
prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise, consent or
judgment includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding, or (ii) be
liable for any settlement of any such action effected without its written
consent (which consent shall not be unreasonably withheld), but if settled with
the consent of the indemnifying party or if there be a final judgment of the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment.

                                       -22-



     (d) If the indemnification provided for in this Section 9 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 9(a) or 9(b) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other from the offering of the
Shares or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other with respect to
the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other with respect to such offering shall be deemed
to be in the same proportion as the total net proceeds (before deducting
expenses) from the offering of the Shares purchased under this Agreement
received by the Company on the one hand, and the total underwriting discounts
and commissions received by the Underwriters with respect to the Shares
purchased under this Agreement on the other hand bear to the total gross
proceeds from the offering of the Shares under this Agreement, in each case as
described on the cover page of the Prospectus. The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section were to be determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section shall be deemed to include, for purposes of
this Section 9(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 9(d), the Underwriters
shall not be required to contribute any amount in excess of the amount by which
the total price at which the Shares underwritten by it and distributed to the
public was offered to the public exceeds the amount of any damages which such
Underwriter has otherwise paid or become liable to pay by reason of any untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 9(e) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

     (e) The Underwriters confirm and the Company acknowledges that the
statements with respect to the public offering of the Shares by the Underwriters
set forth in the _____ paragraph of the cover page and in paragraphs
_______________ under the caption "Underwriting" in, the Prospectus are correct
and constitute the only information

                                      -23-



concerning the Underwriters furnished in writing to the Company by or on behalf
of the Underwriters specifically for inclusion in the Registration Statement and
the Prospectus.

     SECTION 10. Termination. (a) The obligations of the Underwriters hereunder
may be terminated by the Underwriters by notice given to and received by the
Company prior to delivery of and payment for the Shares if, prior to the First
Closing Date or the Option Closing Date, any of the events described in Sections
7(i) or 7(j), shall have occurred or if the Underwriters shall decline to
purchase the Shares for any reason permitted under this Agreement.

     (b) Termination of this Agreement under this Section 10 or Section 7 after
the Shares have been purchased by the Underwriters hereunder shall be applicable
only to the Option Shares. Termination of this Agreement shall be without
liability of any party to any other party other than as provided in Sections 6,
9 and 11 hereof. Notwithstanding any such termination, the provisions of
Sections 6, 9 and 11 hereof shall remain in effect.

     SECTION 11. Reimbursement of Underwriter's Expenses. If the Company shall
fail to tender the Shares for delivery to the Underwriters by reason of any
failure, refusal or inability on the part of the Company to perform any
agreement on its part to be performed, or because any other condition of the
Underwriters' obligations hereunder required to be fulfilled by the Company is
not fulfilled, the Company will reimburse the Representatives for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
incurred by the Representatives in connection with this Agreement and the
proposed purchase of the Shares up to a maximum of $100,000 (less the amounts
paid to the Representatives through such date as set forth in Section 6(a)), and
upon demand, the Company shall pay the full amount thereof to the
Representatives. If this Agreement is terminated pursuant to Section 10 by
reason of the default of the Underwriters, the Company shall not be obligated to
reimburse the Underwriters on account of those expenses.

     SECTION 12. Notices, Etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

     (a) if to the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission to Ladenburg Thalmann & Co. Inc., 590 Madison Avenue, New
York, New York 10022, Attention: Director of Investment Banking (Fax:
212-409-2173), with a copy to Robert G. Minion, Esq., Lowenstein Sandler PC, 65
Livingston Avenue, Roseland, New Jersey 07068 (Fax: 973-597-2425), (b) if to the
Company, shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Company set forth in the Registration Statement, Attention:
Joel Schwartz, with a copy to Herschel S. Weinstein, Esq., Dornbush Mensch
Mandelstam & Schaeffer, LLP, 747 Third Avenue, New York, New York 10017 (Fax:
212-753-7673). Any such statements, requests, notices or agreements shall take
effect at the time of receipt thereof.

     SECTION 13. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Underwriters, the Company and
their

                                      -24-



respective representatives and successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any Underwriter within the meaning of
Section 15 of the Securities Act and (B) the indemnity agreement of the
Underwriters contained in Section 9(b) of this Agreement shall be deemed to be
for the benefit of directors, officers and employees of the Company, and any
person controlling the Company within the meaning of Section 15 of the
Securities Act. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 13 any legal
or equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein.

     SECTION 14. Survival. The respective indemnities, representations,
warranties and agreements of the Company and the Underwriters contained in this
Agreement or made by or on behalf on them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Shares and shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any of them or any one controlling any of them.

     SECTION 15. Definition of the Terms "Business Day" and "Subsidiary". For
purposes of this Agreement, (a) "business day" means each Monday, Tuesday,
Wednesday, Thursday or Friday which is not a day on which banking institutions
in New York are generally authorized or obligated by law or executive order to
close and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules
and Regulations.

     SECTION 16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of New York.

     SECTION 17. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

     SECTION 18. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                                      -25-



     If the foregoing correctly sets forth the agreement among the Company and
the Underwriters, please indicate your acceptance in the space provided for that
purpose below.

                                       Very truly yours,

                                       BENIHANA INC.


                                       By:______________________________________
                                          Name:
                                          Title:


                                       Accepted as Representatives of the
                                       several underwriters:

                                       LADENBURG THALMANN & CO. INC,
                                       as Underwriter


                                       By:______________________________________



                                       RYAN, BECK & CO., LLC


                                       By:______________________________________

                                      -26-



                                   SCHEDULE A
                                   ----------

Name of Underwriter                             Number of Shares
-------------------                             ----------------


Ladenburg Thalmann & Co. Inc.

Ryan, Beck & Co., LLC
                                                    -------
       Total                                        750,000



                                                                       Exhibit A

                        FORM OF LOCK-UP LETTER AGREEMENT

                                        August 24, 2001

Ladenburg Thalmann & Co. Inc.
Ryan, Beck & Co., LLC
c/o Ladenburg Thalmann & Co. Inc.
590 Madison Avenue
New York, NY  10022

Dear Sirs:

The undersigned understands that you propose to enter into an Underwriting
Agreement (the "Underwriting Agreement") providing for the purchase by the
underwriters named therein, (the "Underwriters"), for whom you are acting as
representatives (the "Representatives") of up to 750,000 shares (the "Initial
Shares") of Class A Common Stock, par value $.10 per share (the "Class A
Stock"), of Benihana Inc., a Delaware corporation (the "Company"), from the
Company, plus up to an additional 112,500 shares of Class A Stock (together with
the Initial Shares, the "Shares") from the Company to cover over-allotment, if
any, and that Underwriters, propose to offer the Shares to the public (the
"Offering").

In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Ladenberg
Thalmann & Co. Inc., the undersigned will not, directly or indirectly, (1) offer
for sale, sell, pledge, or otherwise dispose of (or enter into any transaction
or device that is designed to, or could be expected to, result in the
disposition by any person at any time in the future of) any shares of Class A
Stock (including, without limitation, shares of Class A Stock that may be deemed
to be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and shares of Class A
Stock that may be issued upon exercise of any option or warrant) or securities
convertible into or exchangeable for Class A Stock or substantially similar
securities owned by the undersigned on the date of execution of this Lock-Up
Letter Agreement, on the date of the execution of the Underwriting Agreement or
otherwise acquired during the Restricted Period (as defined below), or sell or
grant options, rights or warrants with respect to any shares of Class A Stock or
substantially similar securities (other than the grant of options pursuant to
option plans existing on the date hereof) or (2) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any of
the economic benefits or risks of ownership of such shares of Class A Stock,
whether any such transaction described in clause (1) or (2) above



is to be settled by delivery of Class A Stock or other securities, in cash or
otherwise, for a period of 90 days after the effective date of the Registration
Statement relating to the Offering (the "Restricted Period"). Notwithstanding
the foregoing, the undersigned may enter into a transaction described in clause
(1) and (2) above, if such transaction is a private transaction in which the
transferee agrees to be bound by all of the provisions of this Lock-Up Letter
Agreement prior to such transfer.

In furtherance of the foregoing, the Company and its Transfer Agent are hereby
authorized to decline to make any transfer of securities if such transfer would
constitute a violation or breach of this Lock-Up Letter Agreement.

[In addition, the undersigned agrees that for a period of one year from the date
of the execution of the Underwriting Agreement, in the event the undersigned
wishes to sell any shares of Class A Stock after the completion of the Offering,
in accordance with Rule 144 under the Securities Act of 1933, as amended ("Rule
144"), such shares shall be sold under Rule 144 through either of the
Representatives.]

It is understood that, if the Company notifies you that it does not intend to
proceed with the Offering, if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of any Shares, the undersigned will be released from the
undersigned's obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Company and the Underwriters will proceed
with the Offering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an
Underwriting Agreement, the terms of which are subject to negotiation among the
Company and the Representatives, on behalf of the Underwriters.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Lock-Up Letter Agreement and that, upon
request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.

                                              Very truly yours,







                                    Exhibit B
                                    ---------

                        Opinion of Counsel to the Company


     1. Each of the Company and each subsidiary of the Company listed on
Schedule I attached hereto (each, a "Principal Subsidiary" and collectively, the
"Principal Subsidiaries") (A) has been duly organized and is validly existing as
a corporation in good standing under the laws of its jurisdiction of
organization, (B) is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in the United States in which its
ownership or lease of property or the conduct of its business requires such
qualification and (C) has all power and authority necessary to own or hold its
properties and conduct the business in which it is engaged, except, in the case
of clauses (B) and (C), where the failure to be so qualified and to be in good
standing as a foreign corporation or to have such power or authority would not,
singularly or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     2. The Company has an authorized capitalization as set forth in the
Underwriting Agreement. All of the outstanding shares of capital stock of the
Company and its subsidiaries have been duly and validly authorized and issued
and are fully paid and non-assessable. To the best of such firm's knowledge, the
Company is the sole stockholder of each Principal Subsidiary, except for Haru
Holding Corp. (of which the Company is an 80% stockholder), and the Company
holds such interests free and clear of all liens, encumbrances, equities or
claims, except that the Company's interest in all of its subsidiaries is pledged
as security for loans under the Credit Agreement.

     3. There are no preemptive or other rights to subscribe for or to purchase,
nor any restriction upon the voting or transfer of, any shares of the Class A
Stock pursuant to the Company's certificate of incorporation or by-laws or any
agreement or other instrument known to such counsel.

     4. The Shares have been duly authorized and, when delivered in accordance
with the terms of the Underwriting Agreement, will be duly and validly issued,
fully paid and non-assessable, without any personal liability attaching to the
ownership thereof and, to the best of such counsel's knowledge, will not have
been issued and will not be owned or held in violation of or subject to any
preemptive rights. Upon delivery of and payment for the Shares by the
Underwriters in accordance with the terms of the Underwriting Agreement, each
Underwriter will receive good title to the Shares purchased by it, free and
clear of all liens, security interests, pledges, charges, encumbrances,
stockholders' agreements, voting trusts or other defects of title whatsoever.

     5. To the best of such counsel's knowledge and other than as set forth in
the Prospectus or in documents incorporated by reference into the Prospectus,
there are no legal or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any property or assets of the
Company or any of its



subsidiaries is the subject which, if determined adversely to the Company or any
of its subsidiaries, would be reasonably likely to have a Material Adverse
Effect; and, to the best of such counsel's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by others.

     6.  Such counsel has been advised by the Commission that the Registration
Statement was declared effective under the Securities Act as of the date and
time specified in such opinion; the Prospectus was filed with the Commission
pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations
specified in such opinion on the date specified therein and, to the knowledge of
such counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose is pending or
threatened by the Commission.

     7.  The Registration Statement, as of its effective date, and the
Prospectus, as of its date, and any further amendments or supplements thereto
made by the Company prior to any Closing Date (except for the financial
statements, the notes thereto, supporting schedules and other financial or
statistical data included therein or omitted therefrom, as to which such counsel
need express no opinion) complied as to form in all material respects with the
requirements of the Securities Act and the Rules and Regulations.

     8.  The statements contained in the Prospectus under the caption
"Description of our Capital Stock", insofar as they purport to constitute
summaries of the terms of the Company's capital stock (including the Shares)
constitute accurate summaries of the terms of such capital stock in all material
respects.

     9.  To the best of such counsel's knowledge, there are no contracts or
other documents which are required to be described in the Prospectus or filed as
exhibits to the Registration Statement by the Securities Act or by the Rules and
Regulations which have not been described or filed as exhibits to the
Registration Statement.

     10. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.

     11. To the best of such counsel's knowledge, except for such violations,
defaults or failure of compliance which would not have a Material Adverse
Effect, and except as disclosed in the Prospectus, neither the Company nor any
Principal Subsidiary is in violation or breach of or default under (nor has an
event occurred that with notice, lapse of time or both would constitute a
default under), nor will the execution and delivery by the Company of the
Underwriting Agreement and the consummation of the transactions contemplated
thereby conflict with or result in a breach of, or constitute a default (or an
event which with notice or lapse of time, or both, would constitute a default)
under or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any Principal Subsidiary pursuant
to (a) the certificate of incorporation or by-laws of the Company or any
Principal Subsidiary, (b)

                                       -2-



any indenture, mortgage, deed of trust, loan agreement or other material
agreement or instrument, franchise, license or permit known to such counsel and
to which the Company or any Principal Subsidiary is a party or by which such
entity's properties or assets may be bound, or (c) any law, statute, rule or
regulation, or judgment, decree or order of any court or any government or
regulatory agency or body having jurisdiction over the Company or any Principal
Subsidiary or any of their properties or assets.

     12. Except for the registration of the Shares under the Securities Act and
such consents, approvals, authorizations, registrations or qualifications as may
be required under the Exchange Act and applicable state or foreign securities
laws or by the NASD in connection with the purchase and distribution of the
Shares by the Underwriters, no consent, approval, authorization or order of, or
filing or registration with, any such court or governmental agency or body is
required for the execution, delivery and performance of the Underwriting
Agreement by the Company and the consummation of the transactions contemplated
hereby, other than such consents, approvals, authorizations, orders, filings and
registrations as have been made or obtained; and

     13. To the best of such counsel's knowledge, except as otherwise disclosed
in the Registration Statement, there are no contracts, agreements or
understandings between the Company and any person granting such person the right
(other than rights which have been waived or satisfied) to require the Company
to file a registration statement under the Securities Act with respect to any
securities of the Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Securities Act.

     14. Neither the Company nor any Principal Subsidiary is, and upon the
consummation of the transactions contemplated by the Agreement none of them will
be, an "investment company" as defined pursuant to the Investment Company Act of
1940.

     In rendering such opinion, such counsel may state that its opinion is
limited to matters governed by the Federal laws of the United States of America,
the laws of the State of New York and the General Corporation Law of the State
of Delaware and that such counsel is not admitted in the State of Delaware. The
opinion of the Company's counsel shall also be to the effect that (x) such
counsel has acted as counsel to the Company on a regular basis (other than with
respect to certain regulatory matters), has acted as counsel to the Company in
connection with previous financing transactions and has acted as counsel to the
Company in connection with the preparation of the Registration Statement, (y)
such counsel has participated in conferences with officials and other
representatives of the Company, the Underwriters, counsel to the Underwriters
and the Company's independent certified public accountants, at which the
contents of the Registration Statement and the Prospectus and related matters
were discussed, and (z) based on the foregoing, together with such counsel's
examination of the Registration Statement and the Prospectus and its
investigations made in connection with the

                                       -3-



preparation of the Registration Statement and the Prospectus, no facts have come
to the attention of such counsel which lead it to believe that, as of the
Effective Date, the Registration Statement (other than the financial statements,
the notes thereto, supporting schedules and other financial or statistical data
included therein or omitted therefrom, as to which such counsel need express no
opinion) contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that, as of its date and each Closing
Date, the Prospectus (other than the financial statements, the notes thereto,
supporting schedules and other financial or statistical data included therein or
omitted therefrom, as to which such counsel need express no opinion) contains
any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The foregoing opinion and statement may be qualified by a statement
to the effect that such counsel does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus (other than as set forth in clause 8
above).

                                       -4-