1
 
                              SPECTRAN CORPORATION
 
                                  COMMON STOCK
 
                           (PAR VALUE $.10 PER SHARE)
                             UNDERWRITING AGREEMENT
 
                                                           Boston, Massachusetts
                                                                January   , 1997
 
TUCKER ANTHONY INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
 As Representatives of the
  Several Underwriters
c/o Tucker Anthony Incorporated
One Beacon Street
Boston, Massachusetts 02108
 
Ladies and Gentlemen:
 
     SpecTran Corporation, a Delaware corporation (the "Company"), and the
stockholder of the Company named in Schedule B hereto (the "Selling
Stockholder") confirm their agreement with Tucker Anthony Incorporated ("Tucker
Anthony") and Raymond James & Associates, Inc. ("Raymond James"), and each of
the other underwriters, if any, named in Schedule A hereto (collectively, the
"Underwriters," which term shall also include any underwriter substituted as
hereinafter provided in Section 11), for whom Tucker Anthony and Raymond James
are acting as representatives (in such capacity, Tucker Anthony and Raymond
James are herein called the "Representatives"), with respect to the sale by the
Company and the Selling Stockholder and the purchase by the Underwriters, acting
severally and not jointly, of an aggregate of 1,800,000 shares of the common
stock, $.10 par value per share, of the Company ("Common Stock"), of which
1,450,000 shares are to be sold by the Company and 350,000 shares are to be sold
by the Selling Stockholder (collectively, the "Firm Shares"), and with respect
to the grant by the Company to the Underwriters, acting severally and not
jointly, of the option described in Section 2(b) hereof to purchase from the
Company all or any part of 270,000 additional shares of Common Stock for the
purpose of covering over-allotments, if any. The Firm Shares and all or any part
of the shares of Common Stock subject to the option described in Section 2(b)
hereof (the "Option Shares") are hereinafter collectively referred to as the
"Shares."
 
1.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING STOCKHOLDER.
 
     I.  The Company represents and warrants to, and agrees with, each of the
Underwriters as of the date hereof, and as of the Closing Date, as defined in
Section 2(c) hereof, and the Option Closing Date, as defined in Section 2(b)
hereof, if any, as follows:
 
          (a) A registration statement on Form S-3 (File No.          ) with
     respect to the Shares, including a prospectus subject to completion, has
     been prepared by the Company in conformity with the requirements of the
     Securities Act of 1933, as amended (the "Act"), and the applicable Rules
     and Regulations (as defined below) of the Securities and Exchange
     Commission (the "Commission") and has been filed with the Commission; such
     amendments to such registration statement, and such amended prospectuses
     subject to completion, as may have been required prior to the date hereof
     have been similarly prepared and filed with the Commission; and the Company
     will file such additional amendments to such registration statement, and
     such amended prospectuses subject to completion, as may hereafter be
     required. Copies of such registration statement and each such amendment,
     each such related prospectus subject to completion (collectively, the
     "Preliminary Prospectuses" and individually, a "Preliminary Prospectus"),
     each document incorporated by reference therein and each exhibit thereto
   2
 
     have been delivered to you. For purposes hereof, "Rules and Regulations"
     means the rules and regulations adopted by the Commission under either the
     Act or the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), as applicable.
 
          If the registration statement has been declared effective under the
     Act by the Commission, the Company will prepare and promptly file with the
     Commission, pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules
     and Regulations under the Act or as part of a post-effective amendment to
     the registration statement (including a final form of prospectus), the
     information omitted from the registration statement pursuant to Rule
     430A(a) of the Rules and Regulations under the Act. If the registration
     statement has not been declared effective under the Act by the Commission,
     the Company will prepare and promptly file a further amendment to the
     registration statement, including a final form of prospectus. The term
     "Registration Statement" as hereinafter used in this Agreement shall mean
     such registration statement, including financial statements, schedules and
     exhibits in the form in which it became or becomes, as the case may be,
     effective (including, if the Company omitted information from the
     registration statement pursuant to Rule 430A(a) of the Rules and
     Regulations under the Act, the information deemed to be a part of the
     registration statement at the time it became effective pursuant to Rule
     430A(b) of the Rules and Regulations under the Act) and, in the event of
     any amendment thereto after the effective date of such registration
     statement, shall also mean (from and after the effectiveness of such
     amendment) such registration statement as so amended, together with any
     registration statement filed by the Company pursuant to Rule 462(b) under
     the Act. The term "Prospectus" as used in this Agreement shall mean the
     prospectus relating to the Shares as included in such registration
     statement at the time it became or becomes, as the case may be, effective,
     except that if any revised prospectus shall be provided to the Underwriters
     by the Company for use in connection with the offering of the Shares that
     differs from the Prospectus on file with the Commission at the time the
     registration statement became or becomes, as the case may be, effective
     (whether or not such revised prospectus is required to be filed with the
     Commission pursuant to Rule 424(b)(3) of the Rules and Regulations under
     the Act), the term "Prospectus" shall refer to such revised prospectus from
     and after the time it is first provided to the Underwriters for such use,
     together with the term sheet or abbreviated term sheet filed with the
     Commission pursuant to Rule 424(b)(7) under the Act. Any reference herein
     to the Registration Statement, the Prospectus, any amendment or supplement
     thereto or any Preliminary Prospectus shall be deemed to refer to and
     include the documents incorporated by reference therein, and any reference
     herein to the terms "amend," "amendment" or "supplement" with respect to
     the Registration Statement or Prospectus shall be deemed to refer to and
     include the filing of any document with the Commission deemed to be
     incorporated by reference therein.
 
          (b) Neither the Commission nor any state regulatory authority has
     issued any order preventing or suspending the use of any Preliminary
     Prospectus, at the time of filing thereof, or instituted proceedings for
     that purpose, and each such Preliminary Prospectus, at the time of filing
     thereof, has conformed in all material respects to the requirements of the
     Act and the Rules and Regulations and, at the time of filing thereof, has
     not included any untrue statement of a material fact or omitted to state
     any material fact necessary to make the statements therein not misleading
     and at the time the Registration Statement became or becomes, as the case
     may be, effective and at all times subsequent thereto up to and including
     the Closing Date (as hereinafter defined) and any Option Closing Date (as
     hereinafter defined), and during such longer period as the Prospectus may
     be required to be delivered in connection with sales by an Underwriter or a
     dealer, (i) the Registration Statement and Prospectus, and any amendments
     or supplements thereto, contained and will contain all material information
     required to be included therein by the Act and the Rules and Regulations
     and conformed and will conform in all material respects to the requirements
     of the Act and the Rules and Regulations, and (ii) neither the Registration
     Statement nor the Prospectus, nor any amendment or supplement thereto
     included or will include any untrue statement of a material fact or omitted
     or will omit to state any material fact required to be stated therein or
     necessary to make the statements therein in light of the circumstances
     under which they were made not misleading. The documents incorporated by
     reference in the Registration Statement, the Prospectus, any amendment or
     supplement thereto or any Preliminary Prospectus, when they became or
     become effective under the Act or were or are filed with the Commission
     under the Exchange Act, as the case may be,
 
                                        2
   3
 
     conformed or will conform in all material respects with the requirements of
     the Act or the Exchange Act, as applicable, and the Rules and Regulations,
     and as of the date any such document was or is filed with the Commission
     under the Exchange Act such document did not, and on Closing Date and on
     any Option Closing Date will not, omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading.
 
          (c) The Company has been duly organized and is validly existing as a
     corporation in good standing under the laws of the State of Delaware. Each
     of the subsidiaries of the Company (collectively, the "Wholly-Owned
     Subsidiaries" and individually, a "Wholly-Owned Subsidiary") has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Delaware. General Photonics LLC, the joint venture
     between the Company and General Cable Industries, Inc. ("GCI") (the "Joint
     Venture"), has been duly organized and is validly existing as a limited
     liability company in good standing under the laws of the State of Delaware.
     (The Wholly-Owned Subsidiaries and the Joint Venture are herein called
     collectively, the "Subsidiaries" and individually, a "Subsidiary.") The
     Company and each of the Subsidiaries are duly qualified and licensed and in
     good standing as foreign corporations or as a foreign limited liability
     company, as the case may be, in each jurisdiction in which their respective
     ownership or leasing of any properties or the character of their respective
     operations requires such qualification or licensing, except where the
     failure to be so qualified would not have a material adverse effect on the
     condition, financial or otherwise, or on the business affairs, position,
     prospects, value, operation, properties, business or results of operation
     of the Company and the Subsidiaries taken as a whole whether or not arising
     in the ordinary course of business (a "Material Adverse Effect"). The
     Company and each of the Subsidiaries have all requisite power and authority
     (corporate and as a limited liability company, as appropriate), and have
     obtained any and all necessary authorizations, approvals, orders, licenses,
     certificates, franchises and permits of and from all governmental or
     regulatory officials and bodies (including, without limitation, the United
     States Environmental Protection Agency and those other officials and bodies
     having jurisdiction over similar matters), to own or lease their respective
     properties and conduct their respective businesses as described in the
     Prospectus (collectively, "Government Approvals"), except where the failure
     to so obtain any such Government Approval would not have a Material Adverse
     Effect; the Company and each of the Subsidiaries are and have been doing
     business in compliance with all such Government Approvals, except where the
     failure to so comply would not have a Material Adverse Effect; and neither
     the Company nor any of the Subsidiaries has received any notice of
     proceedings relating to the revocation or modification of any such
     Government Approvals. All of the outstanding shares of capital stock of
     each of the Wholly-Owned Subsidiaries have been duly authorized and validly
     issued, are fully paid and non-assessable and are owned by the Company free
     and clear of all liens, encumbrances and security interests, except that
     all of the outstanding shares of capital stock of the Wholly-Owned
     Subsidiaries are pledged as security for the Company's aggregate principal
     amount of $24 million Senior Secured Notes and $20 million revolving credit
     facility from Fleet National Bank; 50 percent of the ownership interests in
     the Joint Venture have been duly acquired and are owned by Applied Photonic
     Devices, Inc., a Wholly-Owned Subsidiary ("APD"), free and clear of all
     liens, encumbrances and security interests and the other 50 percent of the
     ownership interests are owned by GCI; and no options, warrants or other
     rights to purchase, agreements or other obligations to issue or other
     rights to convert any obligations into, or exchange any securities for,
     shares of capital stock of or ownership interests in any of the
     Subsidiaries are outstanding, except for certain rights held by GCI to
     acquire the ownership interests of APD in the Joint Venture in the event of
     the bankruptcy of the Company or APD or a material breach by APD, the
     Company or any of the Company's affiliates of any of the agreements related
     to the formation and operations of the Joint Venture.
 
          (d) On September 30, 1996, the Company had the duly authorized, issued
     and outstanding capitalization set forth in the Prospectus under
     "Capitalization" based upon the assumptions set forth therein and would
     have had the pro forma as adjusted capitalization set forth therein based
     upon the assumptions set forth therein, and the Company is not a party to
     or bound by any instrument, agreement or other arrangement (except for
     stock options and underlying shares of Common Stock under the Company's
     Incentive Stock Option Plan and shares of Common Stock underlying warrants
     held by the
 
                                        3
   4
 
     Selling Stockholder described in the Prospectus) providing for it to issue
     any capital stock, rights, warrants, options or other securities, except
     for this Agreement. The Shares and all other securities issued or issuable
     by the Company conform in all material respects to all statements with
     respect thereto contained in the Registration Statement and the Prospectus.
     All issued and outstanding shares of capital stock of the Company have been
     duly authorized and validly issued and are fully paid and non-assessable
     and were not issued in violation of any preemptive rights or other rights
     to subscribe for or purchase securities. The Shares have been duly
     authorized and, when issued, paid for and delivered in accordance with the
     terms hereof, will be validly issued, fully paid and non-assessable and are
     not and will not be subject to any preemptive or other rights to subscribe
     for or purchase securities; the holders thereof will not be subject to any
     liability solely as such holders; and the certificates representing the
     Shares will be in due and proper form as previously authorized by the
     Company.
 
          (e) The audited and unaudited consolidated financial statements of the
     Company and the Wholly-Owned Subsidiaries, together with the notes and
     schedules thereto, included or incorporated by reference in the
     Registration Statement, each Preliminary Prospectus and the Prospectus
     fairly present the financial position and the results of operations,
     changes in cash flows and changes in stockholders' equity of the Company at
     the respective dates and for the respective periods to which they apply;
     and each of such audited consolidated financial statements has been
     prepared in conformity with generally accepted accounting principles and
     the Rules and Regulations, consistently applied throughout the periods
     involved, all adjustments necessary for a fair presentation of results for
     such periods have been made and such unaudited consolidated financial
     statements have been prepared on a basis substantially consistent with that
     of such audited consolidated financial statements. Except as described in
     the Prospectus, there has been no change or development involving a
     Material Adverse Effect since the date of the consolidated financial
     statements included or incorporated by reference in any of the Preliminary
     Prospectuses, the Prospectus and the Registration Statement, and the
     outstanding debt, the property, both tangible and intangible, and the
     business of the Company and each of the Subsidiaries conform in all
     respects to the descriptions thereof contained in the Registration
     Statement and the Prospectus. The summary and selected financial and
     statistical consolidated data included or incorporated by reference in the
     Registration Statement and the Prospectus present fairly the information
     shown therein and have been compiled on a basis consistent with the
     unaudited and audited consolidated financial statements included or
     incorporated by reference therein. The Company's internal accounting
     controls are sufficient to cause the Company to comply with the Foreign
     Corrupt Practices Act of 1977, as amended. Neither the Company nor any of
     the Subsidiaries has any material contingent obligation which is not
     disclosed in the Registration Statement.
 
          (f) KPMG Peat Marwick LLP ("KPMG"), whose reports are filed with the
     Commission as a part of the Registration Statement, are independent
     certified public accountants as required by the Act and the Rules and
     Regulations.
 
          (g) (i) The Company and each of the Subsidiaries has paid all federal,
     state, local and foreign taxes for which they are respectively liable and
     which are due and payable, including, but not limited to, withholding taxes
     and amounts payable under Chapters 21 through 24 of the Internal Revenue
     Code of 1986, as amended, and (ii) none of the Company or any Subsidiary
     has any tax deficiency or claims outstanding, proposed or assessed against
     it.
 
          (h) No transfer tax, stamp duty or other similar tax is payable by or
     on behalf of the Underwriters in connection with (i) the issuance by the
     Company of the Shares, (ii) the purchase by the Underwriters of the Shares,
     or (iii) the consummation by the Company and the Selling Stockholder of any
     of their respective obligations under this Agreement.
 
          (i) The Company and each of the Subsidiaries maintain insurance of the
     types and in the amounts which the Company reasonably believes to be
     adequate for their respective businesses, all of which insurance is in full
     force and effect.
 
          (j) There is no action, suit, proceeding, inquiry, investigation,
     litigation or governmental proceeding, domestic or foreign, pending or, to
     the Company's knowledge, threatened against (or currently existing or
 
                                        4
   5
 
     previously occurring facts or circumstances that provide a basis for the
     same), or involving the properties or business of the Company or any of the
     Subsidiaries that (i) questions the validity of the capital stock of the
     Company or this Agreement or of any action taken or to be taken by the
     Company pursuant to or in connection with this Agreement, (ii) is required
     to be disclosed in the Registration Statement that is not so disclosed (and
     such proceedings, if any, as are summarized in the Registration Statement
     are accurately summarized in all material respects), (iii) would have a
     Material Adverse Effect or (iv) relates to or affects the Company or
     processes or products which the Company designed, developed, licenses,
     uses, manufactures or markets which, if adversely determined, would have a
     Material Adverse Effect.
 
          (k) The Company has full legal right, power and authority to enter
     into this Agreement and to consummate the transactions provided for herein;
     and this Agreement has been duly authorized, executed and delivered by the
     Company. This Agreement, assuming it has been duly authorized, executed and
     delivered by the Underwriters, constitutes a legal, valid and binding
     agreement of the Company enforceable against the Company in accordance with
     its terms (except as such enforceability may be limited by applicable
     bankruptcy, insolvency, reorganization, moratorium or other laws of general
     application relating to or affecting enforcement of creditors' rights and
     the application of equitable principles in any action, legal or equitable,
     and except as rights to indemnity or contribution may be limited by
     applicable law), and none of the Company's execution or delivery of this
     Agreement, its performance hereunder, its consummation of the transactions
     contemplated herein or the conduct of its business and that of each of the
     Subsidiaries as described in the Registration Statement, the Prospectus and
     any amendments or supplements thereto conflicts with or will conflict with
     in any material respect or results or will result in any breach or
     violation of any of the material terms or provisions of, or constitutes or
     will constitute a default under, or result in the creation or imposition of
     any lien, charge, claim, encumbrance, pledge, security interest, defect or
     other restriction on equity of any kind whatsoever upon, any property or
     assets (tangible or intangible) of the Company or any of the Subsidiaries,
     pursuant to the terms of (i) the corporate charter, operating agreement or
     by-laws of the Company or any of the Subsidiaries, (ii) any license,
     contract, indenture, mortgage, deed of trust, voting trust agreement,
     stockholders agreement, note, loan or credit agreement or any other
     agreement or instrument to which the Company or any of the Subsidiaries is
     a party or by which any of them is or may be bound or to which any of their
     respective properties or assets (tangible or intangible) is or may be
     subject or (iii) any statute, judgment, decree, order, rule or regulation
     applicable to the Company or any of the Subsidiaries of any arbitrator,
     court, regulatory body or administrative agency or other governmental
     agency or body, domestic or foreign, having jurisdiction over the Company
     or any of the Subsidiaries or any of their respective activities or
     properties.
 
          (l) No consent, approval, authorization or order of, and no filing
     with, any court, regulatory body, government agency or other body, domestic
     or foreign, is required for the issuance of the Shares pursuant to the
     Prospectus and the Registration Statement, or the performance of this
     Agreement and the transactions contemplated hereby, except such as have
     been or may be obtained under the Act or may be required under state
     securities or Blue Sky laws in connection with the Underwriters' purchase
     and distribution of the Shares.
 
          (m) All executed agreements or copies of executed agreements filed or
     incorporated by reference as exhibits to the Registration Statement to
     which the Company or any of the Subsidiaries is a party or by which any of
     them may be bound or to which any of their respective assets, properties or
     businesses may be subject have been duly and validly authorized, executed
     and delivered by the Company and such Subsidiaries, and, assuming due
     authorization, execution and delivery by the other parties thereto,
     constitute the legal, valid and binding agreements of the Company and such
     Subsidiaries enforceable against the Company and such Subsidiaries in
     accordance with their respective terms (except as such enforceability may
     be limited by applicable bankruptcy, insolvency, reorganization, moratorium
     or other laws of general application relating to or affecting enforcement
     of creditors' rights and the application of equitable principles in any
     action, legal or equitable, and except as rights to indemnity or
     contribution may be limited by applicable law). The descriptions in the
     Registration Statement of contracts and other
 
                                        5
   6
 
     documents are accurate in all material respects and fairly present the
     information required to be shown with respect thereto by Form S-3, and
     there are no contracts or other documents that are required by the Act to
     be described in the Registration Statement or filed or incorporated by
     reference as exhibits to the Registration Statement that are not described
     or filed or incorporated by reference as required, and the exhibits that
     have been filed or incorporated by reference are complete and correct
     copies of the documents of which they purport to be copies.
 
          (n) Subsequent to the respective dates as of which information is set
     forth in the Registration Statement and Prospectus, and except as may
     otherwise be indicated or contemplated herein or therein, neither the
     Company nor any of the Subsidiaries has (i) issued any securities or
     incurred any liability or obligation, direct or contingent, for borrowed
     money (except for (A) the issuance by the Company of shares of Common Stock
     upon the exercise of previously granted stock options, and (B) borrowings
     made pursuant to the Company's and the Subsidiaries' existing credit
     agreements), (ii) entered into any transaction which would have a Material
     Adverse Effect or (iii) declared or paid any dividend or made any other
     distribution on or in respect of its capital stock.
 
          (o) No material default exists in the due performance and observance
     of any term, covenant or condition of any license, contract, indenture,
     mortgage, installment sale agreement, lease, deed of trust, voting trust
     agreement, stockholders agreement, note, loan or credit agreement or any
     other agreement or instrument evidencing an obligation for borrowed money,
     or any other agreement or instrument to which the Company or any of the
     Subsidiaries is a party or by which the Company or any of the Subsidiaries
     may be bound or to which any of the property or assets (tangible or
     intangible) of the Company or any of the Subsidiaries is subject or
     affected.
 
          (p) The Company and each of the Subsidiaries have a generally
     satisfactory employer-employee relationship with their respective employees
     and are in compliance with all federal, state, local, and, where
     applicable, foreign, laws and regulations respecting employment and
     employment practices, terms and conditions of employment and wages and
     hours, except where the failure to so comply would not have a Material
     Adverse Effect. To the Company's knowledge, there are no pending
     investigations involving the Company or any of the Subsidiaries by the
     United States Department of Labor or any other governmental agency
     responsible for the enforcement of such federal, state, local or foreign
     laws and regulations. To the Company's knowledge, there is no unfair labor
     practice charge or complaint against the Company or any of the Subsidiaries
     pending before the National Labor Relations Board or any strike, picketing,
     boycott, dispute, slowdown or stoppage pending or threatened against or
     involving the Company or any of the Subsidiaries, and no such strike,
     picketing, boycott, dispute, slowdown or stoppage has ever occurred. No
     representation question exists respecting the employees of the Company or
     any of the Subsidiaries, and no collective bargaining agreement or
     modification thereof is currently being negotiated by the Company or any of
     the Subsidiaries. There are no expired or existing collective bargaining
     agreements of the Company or any of the Subsidiaries.
 
          (q) Neither the Company nor any of the Subsidiaries has incurred any
     material liability arising under or as a result of the application of the
     provisions of the Act.
 
          (r) Neither the Company nor any of the Subsidiaries maintains,
     sponsors or contributes to any program or arrangement that is an "employee
     pension benefit plan," an "employee welfare benefit plan," or a
     "multiemployer plan" (collectively, the "ERISA Plans") as such terms are
     defined in Sections 3(2), 3(1) and 3(37), respectively, of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA"). With respect
     to any "defined benefit plan," as defined in Section 3(35) of ERISA, that
     the Company or any of the Subsidiaries, now or at any time previously,
     maintains or contributes to, all applicable federal laws and regulations
     have been complied with, except for such instances of noncompliance which,
     either singly or in the aggregate, would not have a Material Adverse
     Effect. Neither the Company nor any of the Subsidiaries has ever completely
     or partially withdrawn from a "multiemployer plan."
 
          (s) The Company is in compliance with all applicable existing federal,
     state, local and foreign laws and regulations relating to the protection of
     human health or the environment or imposing liability or
 
                                        6
   7
 
     requiring standards of conduct concerning any Hazardous Materials
     ("Environmental Laws"), except for such instances of noncompliance which,
     either singly or in the aggregate, would not have a Material Adverse
     Effect. The term "Hazardous Material" means (i) any "hazardous substance"
     as defined by the Comprehensive Environmental Response, Compensation and
     Liability Act of 1980, as amended, (ii) any "hazardous waste" as defined by
     the Resource Conservation and Recovery Act, as amended, (iii) any petroleum
     or petroleum product, (iv) any polychlorinated biphenyl and (v) any
     pollutant or contaminant or hazardous, dangerous or toxic chemical,
     material, waste or substance regulated under or within the meaning of any
     other Environmental Law.
 
          (t) The Company maintains a system of internal accounting controls
     sufficient to provide reasonable assurances that (i) transactions are
     executed in accordance with management's general or specific authorization;
     (ii) transactions are recorded as necessary to permit preparation of
     financial statements in conformity with generally accepted accounting
     principles and to maintain accountability for assets; (iii) access to
     assets is permitted only in accordance with management's general or
     specific authorization; and (iv) the recorded accountability for assets is
     compared with existing assets at reasonable intervals and appropriate
     action is taken with respect to any differences.
 
          (u) The Company has filed a notice with Nasdaq of intent to issue and
     has paid the required fee to have the Shares listed on the Nasdaq National
     Market.
 
          (v) The Company has not distributed and will not distribute (within
     the meaning of Rule 140 of the Rules and Regulations under the Act) any
     offering material in connection with the offering and sale of the Shares,
     other than the Prospectus, any Preliminary Prospectus, the Registration
     Statement and other materials permitted by the Act.
 
          (w) No holders of any securities of the Company or of any options,
     warrants or other convertible or exchangeable securities of the Company
     exercisable for or convertible or exchangeable for securities of the
     Company have the right to include any securities issued by the Company in
     the Registration Statement or any registration statement to be filed by the
     Company within 180 days of the date hereof or to require the Company to
     file a registration statement under the Act during such 180-day period.
 
          (x) The Company has not taken and will not take, directly or
     indirectly (except for any action that may be taken by the Underwriters),
     any action designed to or which has constituted or which might reasonably
     be expected to cause or result in, under the Exchange Act or otherwise,
     stabilization or manipulation of the price of any security of the Company
     to facilitate the sale or resale of the Shares or otherwise.
 
          (y) Except to the extent disclosed in the Prospectus, (i) the Company
     and each of the Subsidiaries own or possess, or have a license or other
     right to use, the patents, patent rights, licenses, inventions, copyrights,
     know-how (including trade secrets and other unpatented and/or unpatentable
     proprietary or confidential information, systems or procedures),
     technology, trademarks, service marks and trade names, together with all
     applications for any of the foregoing, currently used or held for use by
     them in connection with their respective businesses, (ii) neither the
     Company nor any of the Subsidiaries has received any notice of infringement
     of or conflict with asserted rights of others with respect to any of the
     foregoing and (iii) except as set forth in the Registration Statement,
     neither the Company nor any of the Subsidiaries is obligated or under any
     liability whatsoever to make any material payments by way of royalties,
     fees or otherwise to any owner or licensee of, or other claimant to, any
     patent, patent right, license, invention, trademark, service mark, trade
     name, copyright, know-how (including trade secrets and other unpatented
     and/or unpatentable proprietary or confidential information, systems or
     procedures), technology or other intangible asset, with respect to the use
     thereof or in connection with the conduct of its business or otherwise.
 
          (z) The Company and each of the Subsidiaries have good and marketable
     title to, or valid and enforceable leasehold estates in, all items of real
     and personal property stated in the Prospectus (including the financial
     statements included or incorporated by reference therein) to be owned or
     leased by them, free and clear of all liens, charges, claims, encumbrances,
     pledges, security interests, defects or
 
                                        7
   8
 
     other restrictions on equity of any kind whatsoever, other than (i) those
     referred to in the Prospectus (including such financial statements), (ii)
     liens for taxes not yet due and payable and (iii) mechanics, materialmen,
     warehouse and other statutory liens arising in the ordinary course of
     business which, either individually or in the aggregate, do not have a
     Material Adverse Effect.
 
          (aa) Except as described in the Prospectus under "Underwriting" and on
     the cover page thereof, there are no claims, payments, issuances,
     arrangements or understandings for services in the nature of a finder's or
     origination fee with respect to the sale of the Shares hereunder or any
     other arrangements, agreements, understandings, payments or issuance with
     respect to the Company or any of the Subsidiaries or any of their
     respective officers, directors, employees or affiliates that may affect the
     Underwriters' compensation, as determined by the National Association of
     Securities Dealers, Inc. ("NASD").
 
          (bb) Quotations and last sale data with respect to the Company's
     Common Stock are reported on the National Association of Securities Dealers
     Automated Quotation National Market System (the "NASDAQ-NMS") under the
     symbol "SPTR" and the Company knows of no currently existing reason or set
     of facts which is likely to result in the inability or refusal to quote the
     Common Stock or the Shares.
 
          (cc) The Company is not an "investment company" or an "affiliated
     person" or "promoter" of, or "principal underwriter" for, an "investment
     company", as such terms are defined in the Investment Company Act of 1940,
     as amended (the "1940 Act"), or subject to regulation under the 1940 Act.
 
          (dd) Any certificate signed by any officer of the Company and
     delivered to the Underwriters or to the Underwriters' Counsel (as
     hereinafter defined) shall be deemed a representation and warranty by the
     Company to the Underwriters as to the matters covered thereby.
 
          (ee) The Company has delivered to the Representatives written
     agreements, in form and substance satisfactory to the Representatives, with
     each of its directors and executive officers who own Common Stock (each
     such person is named in Schedule C hereto), to the effect that, among other
     things, such director or officer will not, for a period ending 90 days
     after the date of the Prospectus, directly or indirectly, offer, sell,
     assign, transfer, encumber, contract to sell, grant an option to purchase
     or otherwise sell or dispose of shares of Common Stock or other capital
     stock of the Company, any options, rights or warrants to purchase shares of
     Common Stock or other capital stock of the Company or any securities
     convertible into or exchangeable or exercisable for shares of Common Stock
     or other capital stock of the Company now owned by such person or
     subsequently acquired (or as to which such person now or hereafter has the
     right to direct the disposition of) otherwise than hereunder or with the
     prior written consent of Tucker Anthony; provided, however, that such
     agreements may contain an exception providing that such officers and
     directors during such period may, without such consent, convey shares of
     Common Stock (i) by gift to immediate family members to the extent that the
     total of the number of shares of Common Stock which are or have been the
     subject of all such conveyances by all such officers and directors during
     such period is less than or equal to 5,000 shares of Common Stock
     (including in such calculation all shares of Common Stock which are the
     subject of any transaction pending during such period) and (ii) by will or
     intestacy to immediate family members provided in both cases that such
     transferees enter into agreements for the benefit of the Underwriters
     containing all of the restrictions set forth in this Section 1.I(ee) with
     respect to such shares of Common Stock.
 
     II.  The Selling Stockholder represents and warrants to, and agrees with,
each of the Underwriters and the Company as of the date hereof and as of the
Closing Date, as defined in Section 2(c) hereof, that:
 
          (a) The Selling Stockholder as of the Closing Date will have valid
     marketable title to such of the Shares as are to be sold by the Selling
     Stockholder, free and clear of any pledge, lien, security interest,
     encumbrance, claim or equitable interest other than pursuant to this
     Agreement; the Selling Stockholder has full right, power and authority to
     sell, assign, transfer and deliver the Shares to be sold by the Selling
     Stockholder hereunder; and upon delivery of such Shares and payment of the
     purchase price as herein contemplated, each of the Underwriters will obtain
     valid marketable title to the Shares purchased by it from the Selling
     Stockholder, free and clear of any pledge, lien, security interest,
     encumbrance, claim or equitable interest.
 
                                        8
   9
 
          (b) The Selling Stockholder has duly authorized, executed and
     delivered, in the form heretofore furnished to the Representatives, a Power
     of Attorney (the "Power of Attorney") appointing Raymond E. Jaeger and
     Bruce A. Cannon as attorneys-in-fact (collectively, the "Attorneys" and
     individually, an "Attorney") and a Custody Agreement (the "Custody
     Agreement") with Hackmyer & Nordlicht named therein, as custodian (the
     "Custodian"); each of the Power of Attorney and the Custody Agreement
     constitutes a valid and binding agreement of the Selling Stockholder,
     enforceable in accordance with its terms, except as the enforcement thereof
     may be limited by applicable bankruptcy, insolvency, reorganization,
     moratorium or other laws of general application relating to or affecting
     enforcement of creditors' rights and the application of equitable
     principles in any action, legal or equitable, and except as rights to
     indemnity or contribution may be limited by applicable law; and each of
     such Attorneys approved by the Selling Stockholder, acting alone, is
     authorized to execute and deliver this Agreement and the certificate
     referred to in Section 6(j) hereof on behalf of the Selling Stockholder, to
     determine the purchase price to be paid by the several Underwriters to the
     Selling Stockholder as provided in Section 2 hereof, to exercise the
     Selling Stockholder Warrants (as defined in paragraph (e) of this Section
     1.II), to authorize the delivery of the Shares as are to be sold by the
     Selling Stockholder under this Agreement and to duly endorse (in blank or
     otherwise) the certificate or certificates representing such Shares or a
     stock power or powers with respect thereto, to accept payment therefor (net
     of the aggregate exercise price for full exercise of the Selling
     Stockholder Warrants) and otherwise to act on behalf of the Selling
     Stockholder in connection with this Agreement and to pay all expenses in
     connection therewith.
 
          (c) All authorizations, approvals, consents and orders necessary for
     the execution and delivery on behalf of the Selling Stockholder of the
     Power of Attorney and the Custody Agreement, the execution and delivery on
     behalf of the Selling Stockholder of this Agreement, the exercise of the
     Selling Stockholder Warrants and the sale and delivery of the Shares as are
     to be sold by the Selling Stockholder under this Agreement (other than, at
     the time of the execution hereof (if the Registration Statement has not yet
     been declared effective by the Commission), the issuance of the order of
     the Commission declaring the Registration Statement effective and such
     authorizations, approvals or consents as may be necessary under state or
     other securities or Blue Sky laws) have been obtained and are in full force
     and effect; and the Selling Stockholder has full right, power and authority
     to enter into and perform its obligations under the Power of Attorney and
     the Custody Agreement and this Agreement, to exercise the Selling
     Stockholder Warrants and to sell, assign, transfer and deliver the Shares
     to be sold by the Selling Stockholder under this Agreement.
 
          (d) Other than the Selling Stockholder Warrants and the Shares to be
     sold by the Selling Stockholder under this Agreement, the Selling
     Stockholder does not beneficially own any shares of Common Stock or other
     capital stock of the Company, any options, rights or warrants to purchase
     shares of Common Stock or other capital stock of the Company or any
     securities convertible into or exchangeable or exercisable for shares of
     Common Stock or other capital stock of the Company, nor does the Selling
     Stockholder have any right or arrangement to acquire any capital stock,
     options, rights, warrants or other securities of the Company.
 
          (e) A warrant certificate (the "Warrant Certificate") in the name of
     the Selling Stockholder representing warrants to purchase 350,000 shares of
     Common Stock of the Company at a purchase price of $2.00 per share (the
     "Selling Stockholder Warrants"), together with a form of subscription duly
     executed in blank and a stock power(s) duly endorsed in blank by the
     Selling Stockholder with respect to the 350,000 Shares to be acquired upon
     exercise of the Selling Stockholder Warrants, have been, and as of the
     Closing Date certificates in negotiable form for all Shares to be sold by
     the Selling Stockholder under this Agreement will have been, placed in
     custody with the Custodian for the purpose of effecting delivery of such
     Shares hereunder.
 
          (f) This Agreement has been duly executed and delivered by or on
     behalf of the Selling Stockholder and is a valid and binding agreement of
     the Selling Stockholder, enforceable in accordance with its terms, except
     as the indemnification and contribution provisions hereunder may be limited
     by applicable law and except as the enforcement hereof may be limited by
     applicable bankruptcy, insolvency, reorganization,
 
                                        9
   10
 
     moratorium or other laws of general application relating to or affecting
     enforcement of creditors' rights and the application of equitable
     principles in any action, legal or equitable; and the performance of this
     Agreement and the consummation of the transactions herein contemplated will
     not result in a breach of or default under any bond, debenture, note or
     other evidence of indebtedness, or any contract, indenture, mortgage, deed
     of trust, loan agreement, lease or other agreement or instrument to which
     the Selling Stockholder is a party or by which the Selling Stockholder or
     any Shares as are to be sold by the Selling Stockholder hereunder may be
     bound or result in any violation of any law, order, rule, regulation, writ,
     injunction or decree of any court or governmental agency or body.
 
          (g) The Selling Stockholder has not taken and will not take, directly
     or indirectly, any action designed to, or which might reasonably be
     expected to, cause or result in stabilization or manipulation of the price
     of the Common Stock to facilitate the sale or resale of the Shares.
 
          (h) The Selling Stockholder has not distributed and will not
     distribute any prospectus or other offering material in connection with the
     offering and sale of the Shares.
 
          (i) All information furnished by or on behalf of the Selling
     Stockholder relating to the Selling Stockholder and the Shares as are to be
     sold by the Selling Stockholder that is contained in the representations
     and warranties of the Selling Stockholder in the Selling Stockholder's
     Power of Attorney or set forth in the Registration Statement and the
     Prospectus is, and on the Closing Date will be, true, correct and complete,
     and does not, and on the Closing Date will not, contain an untrue statement
     of a material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading.
 
          (j) The Selling Stockholder will review the Prospectus and will comply
     with all agreements and satisfy all conditions on its part to be complied
     with or satisfied pursuant to this Agreement on or prior to the Closing
     Date, including full exercise of the Selling Stockholder Warrants to
     acquire 350,000 Shares, and will advise one of its Attorneys prior to the
     Closing Date if any statement to be made on behalf of the Selling
     Stockholder in the certificate contemplated by Section 6(j) would be
     inaccurate if made of the Closing Date.
 
          (k) The Selling Stockholder does not have any preemptive right,
     co-sale right or right of first refusal or other similar right to purchase
     any of the Shares that are to be sold by the Company to the Underwriters
     pursuant to this Agreement.
 
2.  PURCHASE, SALE AND DELIVERY OF THE SHARES.
 
          (a) On the basis of the representations, warranties, covenants and
     agreements herein contained, and subject to the terms and conditions herein
     set forth, the Company agrees to sell 1,450,000 Firm Shares to the several
     Underwriters, the Selling Stockholder agrees to sell to the several
     Underwriters the number of Firm Shares set forth on Schedule B opposite the
     name of the Selling Stockholder, and each Underwriter, severally and not
     jointly, agrees to purchase that number of Firm Shares set forth in
     Schedule A opposite its name plus any additional number of Firm Shares that
     such Underwriter may become obligated to purchase pursuant to the
     provisions of Section 11 hereof.
 
          The Warrant Certificate in the name of the Selling Stockholder
     representing the Selling Stockholder Warrants to purchase 350,000 shares of
     Common Stock of the Company at a purchase price of $2.00 per share,
     together with a form of subscription duly executed in blank and a stock
     power(s) duly endorsed in blank by the Selling Stockholder with respect to
     the 350,000 Shares to be acquired upon exercise of the Selling Stockholder
     Warrants, have been, and as of the Closing Date certificates in negotiable
     form for the total number of Shares to be sold hereunder by the Selling
     Stockholder will have been, placed in custody with the Custodian pursuant
     to the Custody Agreement executed by the Selling Stockholder for delivery
     of all Shares to be sold hereunder by the Selling Stockholder. The Selling
     Stockholder specifically agrees that the Selling Stockholder Warrants
     represented by the Warrant Certificate and the Shares represented by the
     certificates held and to be held in custody for the Selling Stockholder
     under the Custody Agreement are subject to the interests of the
     Underwriters hereunder, that the arrangements
 
                                       10
   11
 
     made by the Selling Stockholder for such custody and the full exercise of
     the Selling Stockholder Warrants are to that extent irrevocable, and that
     the obligations of the Selling Stockholder hereunder shall not be
     terminable by any act or deed of such Selling Stockholder (or by any other
     person, firm or corporation including the Company, the Custodian or the
     Underwriters) or by operation of law (including without limitation, the
     bankruptcy, insolvency, dissolution, liquidation or termination of the
     Selling Stockholder) or by the occurrence of any other event or events,
     except as set forth in the Custody Agreement. If any such event should
     occur prior to the delivery to the Underwriters of the Shares hereunder,
     the Selling Stockholder Warrants shall be exercised in full and
     certificates for the Shares shall be delivered by the Custodian in
     accordance with the terms and conditions of this Agreement as if such event
     has not occurred, regardless of whether or not the Custodian shall have
     received notice of such event. The Custodian is authorized to receive and
     acknowledge receipt of the proceeds of sale of the Shares to be held by it
     upon full exercise of the Selling Stockholder Warrants (net of the
     aggregate exercise price for the full exercise of the Selling Stockholder
     Warrants) against delivery of such Shares.
 
          (b) In addition, on the basis of the representations, warranties,
     covenants and agreements herein contained and upon not less than two
     business days' notice from the Representatives of the Underwriters, for a
     period of thirty days from the effective date of this Agreement, the
     Company grants to the Underwriters an option to purchase up to 270,000
     Option Shares. Such option is granted solely for the purpose of covering
     over-allotments in the sale of Firm Shares and is exercisable as provided
     in Section 4 hereof. Option Shares shall be purchased severally for the
     account of the Underwriters in proportion to the number of Firm Shares set
     forth opposite the name of such Underwriters in Schedule A hereto. (The
     time and date of delivery of any of the Option Shares is herein called the
     "Option Closing Date.") The respective purchase obligations of each
     Underwriter with respect to the Option Shares may be adjusted by the
     Representatives so that no Underwriter shall be obligated to purchase
     Option Shares other than in 100 share increments. The price of both the
     Firm Shares and any Option Shares shall be $     per share.
 
          (c) Payment of the purchase price for, and delivery of certificates
     for, the Firm Shares and the Option Shares shall be made on each of the
     Closing Date and the Option Closing Date, respectively, at the
     Representatives' election by certified or bank cashier's check(s) in New
     York Clearing House funds, payable to the order of the Company and (on the
     Closing Date) the Custodian, as applicable, at the offices of Tucker
     Anthony at One Beacon Street, Boston, Massachusetts, or at such other place
     as shall be agreed upon by the Representatives, the Company and (with
     respect to the Closing Date) the Selling Stockholder or, if mutually agreed
     to by the Company and the Representatives, by wire transfer, upon delivery
     of certificates (in form and substance satisfactory to the Representatives)
     representing such securities to the Representatives. Delivery and payment
     for the Firm Shares shall be made at 10:00 a.m. (Eastern Time) on the third
     business day following the public offering, or at such other time and date
     as shall be agreed upon by the Representatives and the Company. (The time
     and date of payment for and delivery of the Firm Shares is herein called
     the "Closing Date.") In the event that any or all of the Option Shares are
     purchased by the Underwriters, the date and time at which certificates for
     Option Shares are to be delivered shall be determined by the
     Representatives and the Company but shall not be earlier than three nor
     later than ten full business days after the exercise of such option, nor in
     any event prior to the Closing Date. Certificates for the Firm Shares and
     the Option Shares, if any, shall be in definitive, fully registered form,
     shall bear no restrictive legends and shall be in such denominations and
     registered in such names as the Representatives may request in writing at
     least two (2) business days prior to the Closing Date or the Option Closing
     Date, as the case may be. The certificates for the Firm Shares and the
     Option Shares, if any, shall be made available to the Representatives at
     such office or such other place as the Representatives may designate for
     inspection and packaging not later than 9:30 a.m. (Eastern Time) on the
     last business day prior to the Closing Date or the Option Closing Date, as
     the case may be.
 
                                       11
   12
 
3.  PUBLIC OFFERING OF THE SHARES.
 
     As soon after the Registration Statement becomes effective as the
Representatives deem advisable, the Underwriters shall make a public offering of
the Shares at the price and upon the other terms set forth in the Prospectus.
 
4.  COVENANTS OF THE COMPANY AND THE SELLING STOCKHOLDER.
 
     I.  The Company agrees with each of the Underwriters as follows:
 
          (a) The Company will use its best efforts to cause the Registration
     Statement and any amendment thereof, if not effective at the time and date
     that this Agreement is executed and delivered by the parties hereto, to
     become effective as promptly as possible; it will notify the
     Representatives, promptly after it shall receive notice thereof, of the
     time when the Registration Statement or any subsequent amendment to the
     Registration Statement has become effective or any supplement to the
     Prospectus has been filed; if the Company omitted information from the
     Registration Statement at the time it was originally declared effective in
     reliance upon Rule 430A(a), the Company will provide evidence satisfactory
     to the Representatives that the Prospectus contains such information and
     has been filed, within the time period prescribed, with the Commission
     pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and
     Regulations under the Act or as part of a post-effective amendment to such
     Registration Statement as originally declared effective which is declared
     effective by the Commission; if for any reason the filing of the final form
     of Prospectus is required under Rule 424(b)(3) of the Rules and Regulations
     under the Act, it will provide evidence satisfactory to the Representatives
     that the Prospectus contains such information and has been filed with the
     Commission within the time period prescribed; it will notify the
     Representatives promptly of any request by the Commission for the amending
     or supplementing of the Registration Statement or the Prospectus or for
     additional information; promptly upon the Representatives' request, it will
     prepare and file with the Commission any amendments or supplements to the
     Registration Statement or Prospectus which, in the opinion of counsel for
     the several Underwriters ("Underwriters' Counsel"), may be necessary or
     advisable so as to comply with all applicable laws and regulations
     (including, without limitation, Section 11 under the Act and Rule 10b-5
     under the Exchange Act) in connection with the distribution of the Shares
     by the Underwriters; it will promptly prepare and file with the Commission,
     and promptly notify the Representatives of the filing of, any amendments or
     supplements to the Registration Statement or Prospectus which may be
     necessary to correct any statements or omissions, if, at any time when a
     prospectus relating to the Shares is required to be delivered under the
     Act, any event shall have occurred as a result of which the Prospectus or
     any other prospectus relating to the Shares as then in effect would include
     an untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading; in case any Underwriter is
     required so as to comply with all applicable laws and regulations
     (including, without limitation, Section 11 under the Act and Rule 10b-5
     under the Exchange Act) to deliver a prospectus nine months or more after
     the effective date of the Registration Statement in connection with the
     sale of the Shares, it will prepare promptly upon request, but at the
     expense of such Underwriter, such amendment or amendments to the
     Registration Statement and such prospectus or prospectuses as may be
     necessary to permit compliance with the requirements of Section 10(a)(3) of
     the Act; and it will file no amendment or supplement to the Registration
     Statement or Prospectus (other than any document required to be filed under
     the Exchange Act that upon filing is deemed incorporated therein by
     reference) which shall not previously have been submitted to the
     Representatives a reasonable time prior to the proposed filing thereof or
     to which you shall reasonably object in writing or which is not in
     compliance with the Act and the Rules and Regulations under the Act. The
     Company will furnish to the Representatives at or prior to the filing
     thereof a copy of any document that upon filing is deemed to be
     incorporated by reference in the Registration Statement or Prospectus.
 
          (b) The Company will advise the Representatives, promptly after it
     shall receive notice or obtain knowledge thereof, of the issuance of any
     stop order by the Commission suspending the effectiveness of the
     Registration Statement or of the initiation or threat of any proceeding for
     that purpose; and it will
 
                                       12
   13
 
     promptly use its best efforts to prevent the issuance of any stop order or
     to obtain its withdrawal at the earliest possible moment if such stop order
     should be issued.
 
          (c) The Company will use its best efforts to qualify the Shares for
     offering and sale under the securities laws of such jurisdictions as the
     Representatives may designate and to continue such qualifications in effect
     for so long as may be required for purposes of the distribution of the
     Shares, except that the Company shall not be required in connection
     therewith or as a condition thereof to qualify as a foreign corporation or
     to execute a general consent to service of process in any jurisdiction. In
     each jurisdiction in which the Shares shall have been qualified as above
     provided, the Company will make and file such statements and reports in
     each year as are or may be reasonably required by the laws of such
     jurisdiction.
 
          (d) The Company will furnish to each of the Underwriters, as soon as
     available, copies of the Registration Statement (three of which, to be
     delivered to the Representatives, will be manually signed and which will
     include all exhibits), each Preliminary Prospectus, the Prospectus and any
     amendment or supplements to such documents, including any prospectus
     prepared to permit compliance with Section 10(a)(3) of the Act, all in such
     quantities as you may from time to time reasonably request.
 
          (e) The Company will make generally available to its stockholders as
     soon as practicable, but in any event not later than the 45th day following
     the end of the fiscal quarter first occurring after the first anniversary
     of the effective date of the Registration Statement, an earning statement
     (which will be in reasonable detail but need not be audited) complying with
     the provisions of Section 11(a) of the Act and covering a twelve-month
     period beginning after the effective date of the Registration Statement.
 
          (f) During a period of five years after the date hereof, the Company
     will furnish to its stockholders, to the extent required by applicable laws
     or the Rules and Regulations, as soon as practicable after the end of each
     respective period, annual reports (including financial statements audited
     by independent certified public accountants) and unaudited quarterly
     reports of operations for each of the first three quarters of the fiscal
     year, and will furnish to you and each of the Underwriters, upon written
     request (i) concurrently with furnishing to its stockholders, statements of
     operations of the Company for each of the first three quarters in the form
     furnished to the Company's stockholders; (ii) concurrently with furnishing
     to its stockholders, a balance sheet of the Company as of the end of such
     fiscal year, together with statements of operations, cash flows and
     stockholders' equity of the Company for such fiscal year, accompanied by a
     copy of the certificate or report thereon of independent certified public
     accountants; (iii) as soon as they are available, copies of all reports
     (financial or other) mailed to stockholders; (iv) as soon as they are
     available, copies of all reports and financial statements furnished to or
     filled with the Commission, any securities exchange or the NASD; (v) every
     material press release and every material news item or article in respect
     of the Company or its affairs which was released or prepared by the Company
     or any of the Subsidiaries; and (vi) any additional information of a public
     nature concerning the Company or any of the Subsidiaries, or their
     respective businesses which you may reasonably request. During such five
     year period the foregoing financial statements shall be on a consolidated
     basis to the extent that the accounts of the Company and the Subsidiaries
     are consolidated, and shall be accompanied by similar financial statements
     for any Subsidiary which is not so consolidated.
 
          (g) The Company will apply the net proceeds from the sale of the
     Shares being sold by it in the manner set forth under the caption "Use of
     Proceeds" in the Prospectus.
 
          (h) The Company will maintain a transfer agent and, if necessary under
     the jurisdiction of incorporation of the Company, a registrar (which may be
     the same entity as the transfer agent) for its Common Stock.
 
          (i) The Company will use its best efforts to cause the transfer agent
     for the Common Stock to register the transfer of the Shares upon their
     presentation in proper form for transfer by the Selling Stockholder and to
     have certificates representing the Shares available to you as required
     hereunder; provided, that the Company shall not be required to take any
     action unless the Registration Statement is then effective under the Act.
 
                                       13
   14
 
          (j) If the transactions contemplated hereby are not consummated by
     reason of any failure, refusal or inability on the part of the Company or
     the Selling Stockholder to perform any agreement on its part to be
     performed hereunder or to fulfill any condition of the Underwriters'
     obligations hereunder, or if the Company shall terminate this Agreement
     under Section 10(a), the Company will reimburse the several Underwriters
     for all reasonable out-of-pocket expenses (including reasonable fees and
     disbursements of Underwriters' Counsel) incurred by the Underwriters in
     investigating, preparing to market and marketing the Shares.
 
          (k) If at any time during the 90-day period after the Registration
     Statement becomes effective, any publication or event relating to or
     affecting the Company shall occur as a result of which in your opinion the
     market price of the Common Stock has been or is likely to be materially
     affected (regardless of whether such publication or event necessitates a
     supplement to or amendment of the Prospectus), the Company will, after
     written notice from the Representatives advising the Company to the effect
     set forth above, forthwith prepare, consult with the Representatives
     concerning the substance of, and disseminate a press release or other
     public statement, reasonably satisfactory to the Representatives,
     responding to or commenting on such publication or event.
 
          (l) For a period ending 180 days from the date of the Prospectus, the
     Company will not, without your prior written consent, issue, sell, offer or
     agree to sell, or otherwise dispose of, directly or indirectly, any Common
     Stock, any options, rights or warrants with respect to any shares of Common
     Stock or any securities convertible into, exercisable for or exchangeable
     for Common Stock other than the sale of the Shares and the Option Shares to
     be sold by the Company hereunder, the Company's issuance of shares of
     Common Stock pursuant to the exercise of currently outstanding stock
     options and warrants and the grant of options currently authorized under
     the Company's 1991 Incentive Stock Option Plan.
 
     II.  The Selling Stockholder agrees with each of the Underwriters and the
Company that in order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with
respect to the transactions herein contemplated, the Selling Stockholder shall
deliver to you prior to or on the Closing Date a properly completed and executed
United States Treasury Department Form W-9 or Form W-8 (or other applicable form
or statement specified by Treasury Department regulations in lieu thereof).
 
5.  PAYMENT OF EXPENSES.
 
          (a) The Company agrees to pay on each of the Closing Date and the
     Option Closing Date (to the extent not paid on the Closing Date) all
     expenses and fees (other than fees of Underwriters' Counsel, except as
     provided in (iii), (v) and (vii) below) incident to the performance of the
     obligations of the Company and the Selling Stockholder under this Agreement
     (provided that as between the Company and the Selling Stockholder their
     relative obligations to pay shall be in such a manner as the Company and
     the Selling Stockholder have agreed or shall agree), including, without
     limitation, (i) the fees and expenses of accountants and counsel for the
     Company, (ii) all costs and expenses incurred in connection with the
     preparation, duplication, printing, filing (including the filing fees of
     the Commission), mailing (including postage with respect thereto) and
     delivery of the Registration Statement, the Preliminary Prospectuses and
     the Prospectus and any amendments and supplements thereto, including the
     cost of all copies thereof supplied to the Underwriters in quantities as
     hereinabove stated, (iii) all costs and expenses incurred in connection
     with the printing, mailing and delivery of this Agreement, the Selected
     Dealer Agreements, the Agreement Among Underwriters, Underwriters'
     Questionnaires, Underwriters' Powers of Attorney, the Selling Stockholder's
     Power of Attorney and Custody Agreement and related documents, including
     the cost of all copies thereof supplied to the Underwriters in quantities
     as hereinabove stated, (iv) the printing, engraving, issuance and delivery
     of the Shares, including any transfer or other taxes payable thereon, (v)
     the qualification of the Shares under state or foreign securities or Blue
     Sky laws, including the costs or printing and mailing a Blue Sky Memorandum
     and any supplements or amendments thereto and disbursements and fees of
     Peabody & Brown, Underwriters' Counsel, in connection therewith, (vi) fees
     and expenses of the Company's transfer agent, (vii) fees and expenses
     incurred in connection with the review by the NASD of certain of the
     matters set forth in this
 
                                       14
   15
 
     Agreement, and (viii) the fees and expenses incurred in connection with the
     listing of the Shares on the NASDAQ-NMS and any other exchange.
 
          (b) If this Agreement is terminated by the Representatives in
     accordance with the provisions of Section 6, Section 10(b) or Section 12,
     unless the basis upon which the Representatives terminate this Agreement
     results from the default or omission of any Underwriter, the Company shall
     reimburse and indemnify the Underwriters for all of their reasonable
     out-of-pocket expenses (provided that as between the Company and the
     Selling Stockholder their relative obligations to pay shall be in such a
     manner as the Company and the Selling Stockholder have agreed or shall
     agree), including the fees and disbursements of Peabody & Brown,
     Underwriters' Counsel, and the Blue Sky fees and expenses identified in
     Section 5(a)(v) above.
 
6.  CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS.
 
     The obligations of the Underwriters hereunder shall be subject to the
continuing accuracy of the representations and warranties of the Company and the
Selling Stockholder herein as of the date hereof and as of the Closing Date and
(with respect to the Company) the Option Closing Date, if any, as if they had
been made on and as of the Closing Date or the Option Closing Date, as the case
may be; the accuracy on and as of the Closing Date or Option Closing Date, if
any, of the statements of officers of the Company made pursuant to the
provisions hereof; and the performance by the Company and the Selling
Stockholder on and as of the Closing Date and (with respect to the Company) the
Option Closing Date, if any, of its respective covenants and obligations
hereunder and to the following further conditions:
 
          (a) The Registration Statement shall have become effective not later
     than 5:00 p.m.., Eastern Time, on the date of this Agreement or such later
     date and time as shall be consented to in writing by the Representatives,
     and, at the Closing Date and the Option Closing Date, if any, no stop order
     suspending the effectiveness of the Registration Statement shall have been
     issued and no proceedings for that purpose shall have been instituted or
     shall be pending or contemplated by the Commission and any request on the
     part of the Commission for additional information shall have been complied
     with to the satisfaction of Underwriters' Counsel. If the Company has
     elected to rely upon Rule 430A of the Rules and Regulations under the Act,
     the price of the Shares and any other information previously omitted from
     the effective Registration Statement pursuant to such Rule 430A shall have
     been transmitted to the Commission for filing pursuant to Rule 424(b) of
     the Rules and Regulations under the Act within the prescribed time period,
     and, prior to the Closing Date, the Company shall have provided evidence
     satisfactory to the Representatives of such timely filing, or a
     post-effective amendment providing such information shall have been
     promptly filed and declared effective in accordance with the requirements
     of Rule 430A of the Rules and Regulations under the Act.
 
          (b) The Representatives shall not have advised the Company that the
     Registration Statement, or any amendment thereto, contains an untrue
     statement of fact that, in the Representatives' opinion or in the opinion
     of Underwriters' Counsel, is material, or omits to state a fact that, in
     the Representatives' opinion or in the opinion of Underwriters' Counsel, is
     material and is required to be stated therein or is necessary to make the
     statements therein not misleading, or that the Prospectus, or any
     supplement thereto, contains an untrue statement of fact that, in the
     Representatives' opinion or in the opinion of Underwriters' Counsel, is
     material, or omits to state a fact that, in the Representatives' opinion or
     in the opinion of Underwriters' Counsel, is material and is required to be
     stated therein or is necessary to make the statements therein, in light of
     the circumstances under which they were made, not misleading.
 
          (c) On the Closing Date and the Option Closing Date, if any, the
     Representatives shall have received the opinion of Peabody & Brown,
     Underwriters' Counsel, dated the Closing Date and the Option Closing Date,
     if any, addressed to the Representatives, to the effect that:
 
             (i) the capital stock of the Company, including, without
        limitation, the Common Stock, conforms in all material respects to the
        description thereof contained in the Prospectus;
 
                                       15
   16
 
             (ii) the Registration Statement is effective under the Act, and if
        applicable, the filing of all pricing and other information has been
        timely made in the appropriate form under Rule 430A of the Rules and
        Regulations, and, to such counsel's knowledge, no stop order suspending
        the effectiveness of the Registration Statement has been issued, and no
        proceedings for that purpose have been instituted or threatened by the
        Commission. Such counsel shall state that such counsel has participated
        in conferences with officers and other representatives of the Company,
        counsel for the Company, representatives of the independent certified
        public accountants for the Company and the Representatives, at which
        conferences the contents of the Registration Statement and the
        Prospectus and related matters were discussed, and, although such
        counsel is not passing upon and does not assume any responsibility for,
        nor has such counsel independently verified, the accuracy, completeness
        or fairness of the statements contained in the Registration Statement
        and Prospectus (except as to matters referred to in subparagraph (i)
        above of this Section 6(c)), no facts have come to the attention of such
        counsel (relying as to materiality to a large extent upon the opinions
        of officers and other representatives of the Company) that lead them to
        believe that either the Registration Statement or any amendment thereto,
        at the time such Registration Statement or amendment became effective or
        any Preliminary Prospectus (other than information omitted pursuant to
        Rule 430A) or the Prospectus or any amendment or supplement thereto as
        of the date of such opinion contained or contains any untrue statement
        of a material fact or omitted or omits to state a material fact required
        to be stated therein or necessary to make the statements therein not
        misleading (it being understood that such counsel need express no view
        with respect to the financial statements and schedules and other
        financial and statistical data included in any Preliminary Prospectus,
        the Registration Statement (including any exhibit thereto) or the
        Prospectus or any amendment or supplement thereto);
 
             (iii) each of the Preliminary Prospectuses, the Registration
        Statement and the Prospectus and any amendments or supplements thereto
        (other than the financial statements and schedules and other financial
        and statistical data included therein, as to which no opinion need be
        rendered) comply as to form in all material respects with the
        requirements of the Act and the Rules and Regulations; and
 
             (iv) this Agreement has been duly authorized, executed and
        delivered by the Company.
 
          The opinion of Underwriters' Counsel to be dated the Option Closing
     Date, if any, may confirm as of the Option Closing Date the statements made
     by such counsel in their opinion delivered on the Closing Date.
 
          (d) On the Closing Date and the Option Closing Date, if any, the
     Underwriters shall have received the favorable opinion of Hackmyer &
     Nordlicht, counsel to the Company, dated the Closing Date and the Option
     Closing Date, if any, addressed to the Underwriters and in form and
     substance satisfactory to Underwriters' Counsel, to the effect that:
 
             (i) the Company and each of the Subsidiaries (A) are duly organized
        and validly existing as corporations or, with respect to the Joint
        Venture, as a limited liability company, in good standing under the laws
        of the State of Delaware, and (B) are duly qualified and licensed and in
        good standing as foreign corporations or as a foreign limited liability
        company, as the case may be, in each jurisdiction in which their
        respective ownership or leasing of any properties or the character of
        their respective operations require such qualification or licensing,
        except where the failure to be so qualified, considering all such cases
        in the aggregate, does not involve a material risk to the businesses,
        properties, financial position or results of operations of the Company
        and the Subsidiaries taken as a whole; all of the outstanding shares of
        capital stock of each of the Wholly-Owned Subsidiaries have been duly
        authorized and validly issued and are fully-paid and non-assessable,
        and, according to the stock ledger of each Wholly-Owned Subsidiary, all
        of the outstanding shares of capital stock of the Wholly-Owned
        Subsidiaries are owned of record by the Company; and 50 percent of the
        ownership interests in the Joint Venture are owned by the Company and
        the other 50 percent of such ownership interests are owned by General
        Cable Industries, Inc. To such counsel's
 
                                       16
   17
 
        knowledge, relying solely on the stock ledger, stock transfer ledger and
        minute books of the Wholly-Owned Subsidiaries and the Joint Venture and
        certificates of the Company's officers, and without making any other
        investigation, independent or otherwise, the outstanding shares of
        capital stock of the Wholly-Owned Subsidiaries owned by the Company and
        the 50 percent ownership interests in the Joint Venture owned by APD are
        owned free and clear of all liens, encumbrances and security interests,
        except that all of the outstanding shares of capital stock of the
        Wholly-Owned Subsidiaries are pledged as security for the Company's
        aggregate principal amount of $24 million Senior Secured Notes and $20
        million revolving credit facility from Fleet National Bank, and no
        options, warrants or other rights to purchase, agreements or other
        obligations to issue or other rights to convert any obligations into, or
        exchange any securities for, any shares of capital stock of or ownership
        interests in any of the Subsidiaries are outstanding, except for certain
        rights held by GCI to acquire the interests of APD in the Joint Venture
        in certain circumstances;
 
             (ii) the Company and each of the Subsidiaries have the corporate or
        other power to own, lease and operate their respective properties and to
        conduct their respective businesses as described in the Prospectus;
 
             (iii) the authorized and outstanding capital stock of the Company
        as of September 30, 1996, is as set forth in the Prospectus under the
        heading "Capitalization," subject to the assumptions set forth therein,
        and, except as provided for in this Agreement and as described in the
        Prospectus, to such counsel's knowledge the Company is not a party to or
        bound by any instrument, agreement or other arrangement providing
        (except for stock options and underlying shares of Common Stock under
        the Company's 1991 Incentive Stock Option Plan and shares of Common
        Stock underlying the warrants held by the Selling Stockholder described
        in the Prospectus) for it to issue any capital stock, rights, warrants,
        options or other securities. All shares of Common Stock of the Company
        issued and outstanding on the date hereof prior to the issuance of the
        Shares have been duly authorized and validly issued and are fully paid
        and non-assessable; and to such counsel's knowledge, none of such shares
        were issued in violation of any preemptive right, co-sale right, right
        of first refusal or other similar right; and the capital stock of the
        Company, including, without limitation, the Common Stock, conforms in
        all material respects to the description thereof contained in the
        Prospectus. To such counsel's knowledge, the Firm Shares and the Option
        Shares are not and will not be subject to any preemptive rights or other
        rights to subscribe for or purchase securities. The Firm Shares and the
        Option Shares have been duly authorized and, when issued, paid for and
        delivered in accordance with the terms hereof, will be validly issued,
        fully paid and non-assessable; and the certificates representing the
        Shares are in due and proper form. To such counsel's knowledge, no
        holders of any securities of the Company or of any options, warrants or
        other convertible or exchangeable securities of the Company exercisable
        for or convertible or exchangeable for securities of the Company have
        the right to include any securities issued by the Company in the
        Registration Statement or any registration statement to be filed by the
        Company within 180 days of the date hereof or to require the Company to
        file a registration statement under the Act during such 180-day period;
 
             (iv) the Registration Statement is effective under the Act, and, if
        applicable, the filing of all pricing and other information has been
        timely made in the appropriate form under Rule 430A of the Rules and
        Regulations under the Act, and, to the best of such counsel's knowledge,
        no stop order suspending the effectiveness of the Registration Statement
        has been issued, and no proceedings for that purpose have been
        instituted or to such counsel's knowledge, threatened by the Commission;
 
             (v) each of the Preliminary Prospectuses, the Registration
        Statement and the Prospectus and any amendment or supplement thereto
        (other than the financial statements and schedules, related notes and
        other financial and statistical data included therein, as to which no
        opinion need be rendered) comply as to form in all material respects
        with the requirements of the Act and the Rules and Regulations under the
        Act; and the documents incorporated by reference in the Registration
        Statement and the Prospectus and any amendments or supplements thereto,
        when they became effective under the Act or were filed with the
        Commission under the Exchange Act, as the case may
 
                                       17
   18
 
        be, complied as to form in all material respects with the requirements
        of the Act or the Exchange Act, as applicable, and the Rules and
        Regulations. Such counsel shall state that such counsel has participated
        in conferences with officers and other representatives of the Company
        and representatives of the independent certified public accountants for
        the Company, at which conferences the contents of the Registration
        Statement and the Prospectus and related matters were discussed, and,
        although such counsel is not passing upon and does not assume any
        responsibility for, nor has such counsel independently verified, the
        accuracy, completeness or fairness of the statements contained in the
        Registration Statement and Prospectus (except as to matters referred to
        in subparagraph (xii) (insofar as they relate to statements in the
        Prospectus under the heading "DESCRIPTION OF SECURITIES") and in the
        third clause of the second sentence of subparagraph (iii) of this
        Section 6(d)), no facts have come to the attention of such counsel that
        lead them to believe that either the Registration Statement or any
        amendment thereto, at the time such Registration Statement or amendment
        became effective or any Preliminary Prospectus (other than information
        omitted pursuant to Rule 430A) or the Prospectus or any amendment or
        supplement thereto as of the date of such opinion contained or contains
        any untrue statement of a material fact or omitted or omits to state a
        material fact required to be stated therein or necessary to make the
        statements therein not misleading; further, no facts have come to the
        attention of such counsel to cause it to believe that any document
        incorporated by reference in the Registration Statement, the Prospectus,
        any amendment or supplement thereto or any Preliminary Prospectus, as of
        the date of the filing thereof with the Commission, contained any untrue
        statement of a material fact or omitted to state a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading and no facts have come to the attention of such
        counsel that cause it to believe that on the Closing Date or the Option
        Closing Date, as the case may be, such incorporated documents taken as a
        whole contain any untrue statement of a material fact or omit to state a
        material fact required to be stated therein or necessary to make the
        statements therein not misleading (it being understood that such counsel
        need express no view with respect to the financial statements and
        schedules, related notes, and other financial and statistical data
        included or incorporated by reference in any Preliminary Prospectus, the
        Registration Statement (including any exhibit thereto) or the Prospectus
        or any amendment or supplement thereto). In addition, such counsel shall
        state that they know of no contracts, leases or other documents of a
        character required to be described in the Registration Statement or
        Prospectus or to be filed or incorporated by reference as exhibits to
        the Registration Statement which are not described or filed or
        incorporated by reference as required;
 
             (vi) (A) to such counsel's knowledge, there is not pending or
        threatened against the Company or any of the Subsidiaries, or involving
        any of their respective properties or businesses, any action, suit,
        proceeding, inquiry, investigation, litigation or governmental
        proceeding, domestic or foreign, that (x) is required to be disclosed in
        the Registration Statement and is not so disclosed (and such proceedings
        as are summarized in the Registration Statement are accurately
        summarized in all respects), (y) questions the validity of the capital
        stock of the Company or this Agreement or of any action taken or to be
        taken by the Company pursuant to or in connection with this Agreement,
        or (z) except as may be disclosed in the Registration Statement, may
        have a Material Adverse Effect; and (B) no statute or regulation or
        legal or governmental proceeding required to be described in the
        Prospectus is not described as required;
 
             (vii) such counsel is not aware of any claim of infringement on the
        part of any third party of the patents or patent applications of the
        Company or any of the Subsidiaries, patents licensed to the Company or
        any of the Subsidiaries or trademarks, trade secrets, know-how or other
        proprietary rights of the Company or any of the Subsidiaries;
 
             (viii) the Company has full legal right, power and authority to
        enter into this Agreement and to consummate the transactions provided
        for herein; and this Agreement has been duly authorized, executed and
        delivered by the Company. None of the Company's execution or delivery of
        this Agreement, its performance hereunder or its consummation of the
        transactions contemplated herein conflicts with or will conflict with or
        results or will result in any breach or violation of any of the
 
                                       18
   19
 
          material terms or provisions of, or constitutes or will constitute a
          default under, or result in the creation or imposition of any lien,
          charge, claim, encumbrance, pledge, security interest, defect or other
          restriction on equity of any kind whatsoever upon, any property or
          assets (tangible or intangible) of the Company or any of the
          Subsidiaries pursuant to the terms of (A) the corporate charter,
          operating agreement or by-laws or other governing instrument of the
          Company or any of the Subsidiaries, (B) any voting trust agreement or
          any stockholders agreement, or any indenture, mortgage, deed of trust,
          note, loan or credit agreement or other agreement or instrument known
          to such counsel to which the Company or any of the Subsidiaries is a
          party or by which any of them is or may be bound or to which any of
          their respective properties or assets (tangible or intangible) is or
          may be subject, or (C) any statute, rule or regulation or, to such
          counsel's knowledge, any judgment, decree or order applicable to the
          Company or any of the Subsidiaries of any arbitrator, court,
          regulatory body or administrative agency or other governmental agency
          or body having jurisdiction over the Company or any of the
          Subsidiaries or any of their respective activities or properties, the
          violation of which would have a Material Adverse Effect;
 
               (ix) no consent, approval, authorization or order, and no filing
          with, any federal or state court, regulatory body, government agency
          or other body (other than such as have been effected under the Act and
          such as may be required under Blue Sky or state securities laws or the
          rules of the NASD in connection with the purchase and distribution of
          the Shares by the Underwriters, as to which no opinion need be
          rendered) is required in connection with the issuance of the Shares
          pursuant to the Prospectus and the Registration Statement, the
          performance of this Agreement and the transactions contemplated
          hereby;
 
               (x) neither the Company nor any of the Subsidiaries is in
          violation of any term or provision of its corporate charter, operating
          agreement, or by-laws or other governing instrument;
 
               (xi) the statements in the Prospectus under the captions
          "BUSINESS-Proprietary Rights" and "DESCRIPTION OF SECURITIES" have
          been reviewed by such counsel, and insofar as they refer to statements
          of law, descriptions of statutes, contracts, licenses, rules or
          regulations or legal conclusions, are correct in all material
          respects;
 
               (xii) the Company is not an "investment company" or an
          "affiliated person" or "promoter" of, or "principal underwriter" for,
          an "investment company," as defined in the 1940 Act or subject to
          regulation under such Act; and
 
               (xiii) to such counsel's knowledge, no person, corporation,
          trust, partnership, association or other entity has the right to
          include and/or register any securities of the Company in the
          Registration Statement or to require the Company to file any
          registration statement.
 
          In rendering such opinions, such counsel may rely as to matters of
     fact, to the extent they deem proper, on certificates and written
     statements of responsible officers of the Company and the Subsidiaries and
     certificates or other written statements of officers of departments of
     various jurisdictions having custody of documents respecting the corporate
     existence or good standing of the Company and the Subsidiaries, provided
     that copies of any such statements or certificates shall be delivered to
     Underwriters' Counsel if requested and may rely on opinions of Pennie and
     Edmonds, patent counsel of the Company, for matters relating to
     intellectual property provided that such opinion shall be delivered to
     Underwriters' Counsel.
 
          For purposes of any of the opinions to be rendered by such counsel
     pursuant to this subsection (d) of Section 6, the term "to such counsel's
     knowledge" shall mean, to the extent that such opinion relates to a factual
     issue or to a mixed questions of law and fact, that after examination of
     documents in such counsel's files and considering the actual knowledge of
     the individual attorneys in such counsel's firm who have given substantive
     attention to matters on behalf of the Company or his or her role as
     counsel, such counsel finds no reason to believe that any of such opinions
     is factually incorrect, and that no further investigation, independent or
     otherwise, has been undertaken by such counsel.
 
                                       19
   20
 
          The opinion of Hackmyer & Nordlicht, counsel to the Company, to be
     dated the Option Closing Date, if any, may confirm as of the Option Closing
     Date the statements made by such counsel in their opinion delivered on the
     Closing Date.
 
          (e) On the Closing Date, the Underwriters shall have received the
     favorable opinion of             , counsel to the Selling Stockholder,
     dated the Closing Date, addressed to the Underwriters and in form and
     substance satisfactory to Underwriters' Counsel, to the effect that:
 
             (i) the Power of Attorney and the Custody Agreement of the Selling
        Stockholder have been duly authorized, executed and delivered on behalf
        of the Selling Stockholder and are valid instruments legally sufficient
        for the purposes intended;
 
             (ii) the Selling Stockholder has full right, power and authority to
        enter into and to perform its obligations under this Agreement and to
        sell, transfer, assign and deliver the Shares to be sold by the Selling
        Stockholder hereunder;
 
             (iii) this Agreement has been duly authorized, executed and
        delivered on behalf of the Selling Stockholder;
 
             (iv) upon the delivery of and payment for the Shares as
        contemplated in this Agreement, and upon registration of the Shares in
        the names of the Underwriters, the Underwriters will have acquired good
        and valid title to the Shares being sold by the Selling Stockholder free
        of any pledge, lien, security interest, encumbrance, claim or equitable
        interest, including any lien in favor of the Company or any restriction
        on transfer imposed by the Company; and the owner of the Shares being
        sold by the Selling Stockholder hereunder, if other than the Selling
        Stockholder, is precluded from asserting against the Underwriters the
        ineffectiveness of any unauthorized endorsement.
 
          (f) On the Closing Date and the Option Closing Date, if any, the
     Underwriters shall have received the favorable opinion of Pennie and
     Edmonds, patent counsel to the Company, dated the Closing Date and the
     Option Closing Date, if any, addressed to the Underwriters and in form and
     substance satisfactory to Underwriters' Counsel, to the effect that:
 
             (i) the License Agreement (the "Corning Agreement") dated as of
        January 1, 1991 between Corning Incorporated ("Corning") and the Company
        licenses the Company to make, use and sell optical fiber under U.S.
        patents owned by Corning during the term of the Corning Agreement which
        relate to optical fiber and which have filing dates prior to January 1,
        1996.
 
             (ii) the Patent License Agreement between Lucent Technologies, Inc.
        ("Lucent") (successor to American Telephone and Telegraph Company and
        Western Electric Company, Incorporated (collectively, "AT&T")) and the
        Company dated August 15, 1981 licenses the Company to make, use and sell
        optical fiber and optical fiber cables under U.S. and foreign patents
        issued at any time for inventions made prior to August 14, 1986 and
        owned or controlled by AT&T or its subsidiaries.
 
             (iii) the Company has been granted "have made" license rights such
        that the Company may manufacture optical fiber for Corning and Lucent
        using its current processes without accruing royalties to Corning or
        Lucent and without regard to quantity limitations set forth in the
        Corning Agreement.
 
             (iv) based on assumptions set forth in the opinion, the Company's
        manufacture, use and sale of single-mode optical fiber has not been
        restricted by U.S. patents of Corning or subject to the Corning
        Agreement since 1993 and the Company's manufacture, use and sale of
        multimode optical fiber will not be restricted by U.S. patents of
        Corning or be subject to the Corning Agreement after 1999. A certain
        identified U.S. patent of Lucent relating to Company's single-mode and
        multimode fiber expires in 1997.
 
             (v) to the extent not disclosed in the Prospectus, the Company is
        listed in the records of the U.S. Patent Office and Trademark Office as
        the holder of record of the patents and patent applications set forth in
        a schedule to such opinion, and such counsel knows of no unrecorded
        claims
 
                                       20
   21
 
        of third parties to any ownership interest or lien with respect to any
        of such patents or patent applications;
 
             (vi) the statements in the Prospectus under the caption
        "BUSINESS-Proprietary Rights" (the "Intellectual Property Portion"), to
        the best of such counsel's knowledge, insofar as such statements
        constitute a summary of the Company's patents and patent applications,
        the expiration of certain patents owned by Corning and Lucent, licenses
        granted to the Company to make, use and sell optical fiber, "have made"
        license rights granted to the Company by Corning and Lucent and sales to
        the United States government, are in all material respects accurate
        summaries and fairly summarize such matters in all material respects,
        insofar as they refer to legal matters, documents and proceedings
        relating to such matters;
 
             (vii) such counsel is not aware that any of the Company's patents
        is invalid or that any patent issued in respect of any of the Company's
        patent applications would be invalid;
 
             (viii) such counsel is not aware that any valid patent, including
        any patent relating to the manufacture of optical fiber or optical fiber
        cable, is infringed by the activities of the Company described in the
        Prospectus;
 
             (ix) such counsel is not aware of any material defects or form in
        the preparation or filing of patent applications on behalf of the
        Company. Such patent applications have been diligently pursued by the
        Company;
 
             (x) such counsel is not aware of any pending or threatened action,
        suit, proceeding or claim by others that the Company is infringing or
        otherwise violating any patents, trademarks, trade secrets, know-how or
        other proprietary rights;
 
             (xi) except as specifically disclosed in the Prospectus, such
        counsel is not aware of any pending or threatened action, suit,
        proceeding, or claim by others challenging the validity or scope of the
        patent applications or the patents held by or licensed to the Company;
 
             (xii) according to such counsel's records, the Company is listed or
        is in the process of being listed in the records of the appropriate
        foreign office as the sole holder of record of the foreign patents and
        foreign patent applications set forth in a schedule of such opinion.
        Such counsel knows of no claims of third parties to any ownership
        interest or lien with respect to any of such patents or patent
        applications.
 
        Such counsel shall also state that since at least 1982 it has
     represented the Company in the prosecution of all of its patents and that
     such counsel has participated in conferences with employees of the Company
     at which the Company's patents, patent applications and the contents of the
     Intellectual Property Portion of the Registration Statement were discussed,
     and, although such counsel is not passing upon and does not assume any
     responsibility for the accuracy, completeness or fairness of the statements
     contained in the Registration Statement (except as to matters referred to
     in subparagraph (vi) of this Section 6(f)), on the basis of such
     conferences and such representation of the Company, nothing has come to the
     attention of such counsel which leads them to believe that the Intellectual
     Property Portion of the Registration Statement or any amendment thereto, at
     the time such Registration Statement or amendment became effective, and
     such portion of the Prospectus or any amendment or supplement thereto, on
     the date such Prospectus or amendment or supplement thereto was filed
     pursuant to Rule 424(b), and such portion of the Registration Statement and
     the Prospectus, or any amendment or supplement thereto, as of the date of
     such opinion contained or contains any untrue statement of a material fact
     or omitted or omits to state a material fact required to be stated therein
     or necessary to make the statements therein not misleading.
 
        For purposes of any of the opinions to be rendered by such counsel
     pursuant to this subsection (f) of Section 6, the term "to the best of such
     counsel's knowledge" shall mean, to the extent that such opinion relates to
     a factual issue or to a mixed questions of law and fact, that after
     examination of documents in such counsel's files and considering the actual
     knowledge of the individual attorneys in such counsel's
 
                                       21
   22
 
     firm who have given substantive attention to matters on behalf of the
     Company, such counsel finds no reason to believe that any of such opinions
     is factually incorrect.
 
          The favorable opinion of Pennie and Edmonds, patent counsel to the
     Company, to be dated the Option Closing Date, if any, may confirm as of the
     Option Closing Date the statements made in their opinion delivered on the
     Closing Date.
 
          (g) On or prior to each of the Closing Date and the Option Closing
     Date, if any, Underwriters' Counsel shall have been furnished such
     customary documents, certificates and opinions as they may reasonably
     require for the purpose of enabling them to review or pass upon the matters
     referred to in subsection (c) of this Section 6, or in order to evidence
     the accuracy, completeness or satisfaction of any of the representations,
     warranties or conditions of the Company, the Selling Stockholder or herein
     contained.
 
          (h) Prior to each of the Closing Date and the Option Closing Date, if
     any, (i) from the respective dates as of which information is set forth in
     the Registration Statement and Prospectus, there shall have been no
     developments that, individually or in the aggregate, have had a Material
     Adverse Effect; (ii) there shall have been no transaction, not in the
     ordinary course of business, entered into by the Company or any of the
     Subsidiaries, from the latest date as of which the financial condition of
     the Company and the Subsidiaries is set forth in the Registration Statement
     and Prospectus, that, individually or in the aggregate, has had a Material
     Adverse Effect; (iii) neither the Company nor any of the Subsidiaries shall
     be in default under any provision of any instrument relating to any of
     their respective outstanding indebtedness; (iv) no material amount of the
     assets of the Company or any of the Subsidiaries shall have been pledged or
     mortgaged, except as set forth in the Registration Statement and Prospectus
     (including the exhibits to the Registration Statement); (v) no action, suit
     or proceeding, at law or in equity, shall have been pending or, to the
     knowledge of the Company, threatened against the Company or any of the
     Subsidiaries, or affecting any of their respective properties or businesses
     before or by any court or federal, state or foreign commission, board or
     other administrative agency wherein an unfavorable decision, ruling or
     finding would have a Material Adverse Effect; and (vi) no stop order shall
     have been issued under the Act and no proceedings therefor shall have been
     initiated, or, to the Company's knowledge, threatened or contemplated by
     the Commission.
 
          (i) At each of the Closing Date and the Option Closing Date, if any,
     the Underwriters shall have received a certificate of the Company signed by
     the principal executive officer and by the chief financial officer of the
     Company, dated the Closing Date or Option Closing Date, as the case may be,
     to the effect that each of such persons has carefully examined the
     Registration Statement, the Prospectus and this Agreement and that:
 
             (i) the representations and warranties of the Company in this
        Agreement are true and correct, as if made on and as of the Closing Date
        or the Option Closing Date, as the case may be, and the Company has
        complied with all agreements and covenants and satisfied all conditions
        contained in this Agreement on its part to be performed or satisfied at
        or prior to such Closing Date or Option Closing Date, as the case may
        be;
 
             (ii) no stop order suspending the effectiveness of the Registration
        Statement has been issued, and no proceedings for that purpose have been
        instituted or are pending or, to the knowledge of such officer, are
        threatened under the Act;
 
             (iii) none of the Registration Statement, the Prospectus nor any
        amendment or supplement thereto includes any untrue statement of a
        material fact or omits to state any material fact required to be stated
        therein or necessary to make the statements therein not misleading and
        neither the Preliminary Prospectus or any supplement thereto included
        any untrue statement of a material fact or omitted to state any material
        fact required to be stated therein or necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading; and
 
             (iv) subsequent to the respective dates as of which information is
        given in the Registration Statement and the Prospectus, neither the
        Company nor any of the Subsidiaries have incurred up to
 
                                       22
   23
 
        and including the Closing Date or the Option Closing Date, as the case
        may be, other than in the ordinary course of their respective
        businesses, any material liabilities or obligations, direct or
        contingent; the Company has not paid or declared any dividends or other
        distributions on its capital stock; neither the Company nor any of the
        Subsidiaries has entered into any transactions not in the ordinary
        course of business; and there has not been any material change in the
        capital stock or long-term debt or any material increase in the
        short-term borrowings of the Company or any of the Subsidiaries; neither
        the Company nor any of the Subsidiaries has sustained any material loss
        or damage to its property or assets, whether or not insured; there is no
        litigation that is pending or, to the knowledge of such officers,
        threatened against the Company or any of the Subsidiaries that is
        required to be set forth in an amended or supplemented Prospectus that
        has not been set forth; and there has occurred no event required to be
        set forth in an amended or supplemented Prospectus that has not been set
        forth.
 
          References to the Registration Statement and the Prospectus in this
     subsection (i) are to such documents as amended and supplemented at the
     date of such certificate.
 
          (j) At the Closing Date, the Underwriters shall have received a
     certificate of the Selling Stockholder dated the Closing Date to the effect
     that the representations and warranties of the Selling Stockholder in this
     Agreement are true and correct, as if made on and as of the Closing Date,
     and the Selling Stockholder has complied with all agreements and covenants
     and satisfied all conditions contained in this Agreement on its part to be
     performed or satisfied at or prior to the Closing Date.
 
          (k) On the date of this Agreement, the Representatives shall have
     received a letter in form and substance satisfactory to the Underwriters
     and the Underwriters' Counsel addressed to the Underwriters and dated the
     date of this Agreement from KPMG and signed by such firm with respect to
     such matters as shall have been specified to such firm by the
     Representatives prior to the date hereof. At the Closing Date and the
     Option Closing Date, if any, the Underwriters shall have received from KPMG
     a letter, dated as of the Closing Date or the Option Closing Date, as the
     case may be, reaffirming the statements made in the letter furnished by
     KPMG to the Underwriters concurrently with the execution of this Agreement,
     each such reaffirming letter to be in form and substance satisfactory to
     the Underwriters and the Underwriters' Counsel.
 
          (l) On each of the Closing Date and the Option Closing Date, if any,
     there shall have been duly tendered to the Representatives for the several
     Underwriters' accounts the appropriate number of Shares.
 
          (m) No order suspending the sale of the Shares in any jurisdiction
     designated by the Representatives pursuant to subsection (c) of Section 4
     hereof shall have been issued on either the Closing Date or the Option
     Closing Date, if any, and no proceedings for that purpose shall have been
     instituted or to the knowledge of the Representatives or the Company shall
     be contemplated.
 
          (n) The Underwriters shall have received the written agreements of the
     officers and directors referred to in Section 1.I(ee) hereof.
 
          (o) The Shares delivered on the Closing Date or the Option Closing
     Date shall have been duly listed, subject to notice of official issuance,
     on the Nasdaq National Market.
 
          If any condition to the Underwriters' obligations thereunder to be
     fulfilled prior to or at the Closing Date or the relevant Option Closing
     Date, as the case may be, is not so fulfilled, the Representatives may
     terminate this Agreement or, if the Representatives so elect, they may
     waive any such conditions that have not been fulfilled or extend the time
     for their fulfillment.
 
7.  INDEMNIFICATION AND CONTRIBUTION.
 
          (a) The Company agrees to indemnify and hold harmless each Underwriter
     against any losses, claims, damages or liabilities, joint or several, to
     which such Underwriter may become subject, under the Act or otherwise,
     specifically including but not limited to losses, claims, damages or
     liabilities related to negligence on the part of any Underwriter, insofar
     as such losses, claims, damages or liabilities (or actions
 
                                       23
   24
 
     in respect thereof) arise out of or are based upon any breach of any
     representation, warranty, agreement or covenant of the Company herein
     contained or any untrue statement or alleged untrue statement of any
     material fact contained in the Registration Statement, any Preliminary
     Prospectus, the Prospectus, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein, in light of the circumstances in which they were
     made, not misleading; and agrees to reimburse each Underwriter for any
     legal or other expenses reasonably incurred by it in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that the Company shall not be liable in any such
     case to the extent that any such loss, claim, damage or liability arises
     out of or is based upon an untrue statement or alleged untrue statement or
     omission or alleged omission made in the Registration Statement, such
     Preliminary Prospectus or the Prospectus, or any such amendment or
     supplement, in reliance upon and in strict conformity with written
     information furnished with respect to any Underwriter by such Underwriter
     expressly for use in the Registration Statement, any Preliminary Prospectus
     or the Prospectus or any amendment or supplement thereto, provided that
     such written information or omissions only pertain to disclosures in the
     Registration Statement, any Preliminary Prospectus or the Prospectus or any
     amendment or supplement thereto directly relating to the transactions
     effected by the Underwriters in connection with this offering, and provided
     further that the foregoing indemnity with respect to any Preliminary
     Prospectus shall not inure to the benefit of any Underwriter (or to the
     benefit of any person controlling such Underwriter) if such untrue
     statement or omission or alleged untrue statement or omission made in any
     Preliminary Prospectus is eliminated or remedied in the Prospectus and a
     copy of the Prospectus has not been furnished to the person asserting any
     such loss, claim, damage or liability at or prior to the written
     confirmation of the sale of such Shares to such person.
 
          The indemnity agreement in this Section 7(a) shall extend upon the
     same terms and conditions to, and shall inure to the benefit of each
     person, if any, who controls any Underwriter within the meaning of the Act.
     This indemnity agreement shall be in addition to any liabilities which the
     Company or the Selling Stockholder may otherwise have.
 
          (b) The Selling Stockholder agrees to indemnify and hold harmless each
     Underwriter to the same extent as the foregoing indemnity from the Company
     to the Underwriters but only with respect to statements or omissions, if
     any, made in the Registration Statement, any Preliminary Prospectus or the
     Prospectus or any amendment or supplement thereto made in reliance upon,
     and in strict conformity with, written information furnished with respect
     to the Selling Stockholder by the Selling Stockholder expressly for use in
     the Registration Statement, any Preliminary Prospectus or the Prospectus or
     any amendment or supplement thereto, provided that such written information
     or omissions only pertain to disclosures in the Registration Statement, any
     Preliminary Prospectus or the Prospectus or any amendment or supplement
     thereto directly relating to the transactions effected by the Selling
     Stockholder in connection with this offering.
 
          The indemnity agreement in this Section 7(b) shall extend upon the
     same terms and conditions to, and shall inure to the benefit of each
     person, if any, who controls any Underwriter within the meaning of the Act.
     This indemnity agreement shall be in addition to any liabilities which the
     Company or the Selling Stockholder may otherwise have.
 
          (c) Each Underwriter, severally and not jointly, agrees to indemnify
     and hold harmless the Company and the Selling Stockholder to the same
     extent as the foregoing indemnity from the Company to the Underwriters but
     only with respect to statements or omissions, if any, made in the
     Registration Statement, any Preliminary Prospectus or the Prospectus or any
     amendment or supplement thereto made in reliance upon, and in strict
     conformity with, written information furnished with respect to any
     Underwriter by such Underwriter expressly for use in the Registration
     Statement, any Preliminary Prospectus or the Prospectus or any amendment or
     supplement thereto, provided that such written information or omissions
     only pertain to disclosures in the Registration Statement, any Preliminary
     Prospectus or the Prospectus or any amendment or supplement thereto
     directly relating to the transactions effected by the Underwriters in
     connection with this offering.
 
                                       24
   25
 
          The indemnity agreement in this Section 7(c) shall extend upon the
     same terms and conditions to, and shall inure to the benefit of, each
     officer and director of the Company who has signed the Registration
     Statement, the Selling Stockholder and each person, if any, who controls
     the Company or the Selling Stockholder within the meaning of the Act. This
     indemnity agreement shall be in addition to any liabilities which each
     Underwriter may otherwise have. For purposes of this Section 7, the Company
     and the Selling Stockholder acknowledge that the statements with respect to
     the public offering of the Shares set forth under the heading
     "UNDERWRITING" and the stabilization legend in the Prospectus and the last
     paragraph on the outside front cover page of the Prospectus have been
     furnished by the Underwriters expressly for use therein and constitute the
     only information furnished in writing by or on behalf of the Underwriters
     for inclusion in the Prospectus.
 
          (d) Promptly after receipt by an indemnified party under this Section
     7 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 7, notify the indemnifying party in writing of the
     commencement thereof but the omission so to notify the indemnifying party
     will not relieve it from any liability which it may have to any indemnified
     party under this Section 7 (except to the extent that the omissions of such
     notice causes actual prejudice to the indemnifying party), or otherwise
     than under this Section 7. In case any such action is brought against any
     indemnified party, and it notified the indemnifying party of the
     commencement thereof, the indemnifying party will be entitled to
     participate therein, and to the extent that it may elect by written notice
     delivered to the indemnified party promptly after receiving the aforesaid
     notice from such indemnified party, to assume the defense thereof, with
     counsel reasonably satisfactory to such indemnified party; provided,
     however, if the defendants in any such action include both the indemnified
     parties and the indemnifying party and counsel for the indemnified party
     shall have reasonably concluded that there may be legal defenses available
     to it and/or other indemnified parties which are different from or
     additional to those available to the indemnifying party, the indemnified
     party or parties shall have the right to select separate counsel reasonably
     satisfactory to the indemnifying party or parties to assume such legal
     defenses and to otherwise participate in the defense of such action on
     behalf of such indemnified party or parties. Upon receipt of notice from
     the indemnifying party to such indemnified party of its election so to
     assume the defense of such action and approval by the indemnified party of
     counsel, the indemnifying party will not be liable to such indemnified
     party under this Section 7 for any legal or other expenses subsequently
     incurred by such indemnified party in connection with the defense thereof
     unless (i) the indemnified party shall have employed separate counsel in
     accordance with the proviso to the next preceding sentence (it being
     understood, however, that the indemnifying party shall not be liable for
     the expenses of more than one separate counsel approved by the indemnifying
     party, representing all the indemnified parties under Section 7(a), 7(b) or
     7(c) hereof who are parties to such action), (ii) the indemnifying party
     shall not have employed counsel satisfactory to the indemnified party to
     represent the indemnified party within a reasonable time after notice of
     commencement of the action, or (iii) the indemnifying party has authorized
     the employment of counsel for the indemnified party at the expense of the
     indemnifying party. In no event shall any indemnifying party be liable in
     respect of any amounts paid in settlement of any action unless the
     indemnifying party shall have approved the terms of such settlement;
     provided however that such consent shall not be unreasonably withheld.
 
          (e) In order to provide for just and equitable contribution in any
     action in which a claim for indemnification is made pursuant to this
     Section 7 but it is judicially determined (by the entry of a final judgment
     or decree by a court of competent jurisdiction and the expiration of time
     to appeal or the denial of the last right of appeal) that such
     indemnification may not be enforced in such case notwithstanding the fact
     that this Section 7 provides for indemnification in such case, all the
     parties hereto shall contribute to the aggregate loses, claims, damages or
     liabilities to which they may be subject (after contribution from others)
     in such proportion so that, except as set forth in Section 7(f) hereof, the
     Underwriters are responsible pro rata for the portion represented by the
     percentage that the underwriting discount bears to the initial public
     offering price, and the Company and the Selling Stockholder are responsible
     for the remaining portion, provided, however, that (i) no Underwriter shall
     be required to contribute any amount in excess of the underwriting discount
     applicable to the Shares purchased by such Underwriter, and (ii)
 
                                       25
   26
 
     no person guilty of a fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Act) shall be entitled to a contribution from any
     person who is not guilty of such fraudulent misrepresentation. This
     subsection (e) shall not be operative as to any Underwriter to the extent
     that the Company or the Selling Stockholder has received indemnity payments
     from such Underwriter under this Section 7 which are not required to be
     returned pursuant to the order of any court of competent jurisdiction.
 
          (f) The liability of the Selling Stockholder under the representations
     and warranties contained in Section 1 hereof and under the indemnity
     agreements contained in the provisions of this Section 7 shall be limited
     in the aggregate to an amount equal to the initial public offering price of
     the Shares sold by the Selling Stockholder to the Underwriters minus the
     amount of the underwriting discount paid thereon to the Underwriters by the
     Selling Stockholder. The Company and the Selling Stockholder may agree, as
     between themselves and without limiting the rights of the Underwriters
     under this Agreement, as to the respective amounts of such liability for
     which they each shall be responsible.
 
          (g) The parties to this Agreement hereby acknowledge that they are
     sophisticated business persons who were represented by counsel during the
     negotiations regarding the provisions hereof including without limitation
     the provisions of this Section 7, and are fully informed regarding such
     provisions. They further acknowledge that the provisions of this Section 7
     fairly allocate the risks in light of the ability of the parties to
     investigate the Company and its business in order to assure that adequate
     disclosure is made in the Registration Statement and Prospectus as required
     by the Act and the Exchange Act. The parties are advised that federal or
     state public policy, as interpreted by the courts in certain jurisdictions,
     may be contrary to certain of the provisions of this Section 7, and the
     parties hereto hereby expressly waive and relinquish any right or ability
     to assert such public policy as a defense to a claim under this Section 7
     and further agree not to attempt to assert any such defense.
 
8.  REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY.
 
     All representations, warranties and agreements contained in this Agreement
or contained in certificates of officers of the Company submitted pursuant
hereto shall be deemed to be representations, warranties and agreements at the
Closing Date and the Option Closing Date, as the case may be, and such
representations, warranties and agreements, and the indemnity and contribution
agreements contained in Section 7 hereof, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
Underwriter, the Company, the Selling Stockholder or any controlling person, and
shall survive termination of this Agreement or the issuance or sale and delivery
of the Shares to the Underwriters.
 
9.  EFFECTIVE DATE.
 
     This Agreement shall become effective at 9:30 a.m., Eastern Time, on the
date hereof, or at such earlier time after the Registration Statement becomes
effective as the Representatives, in their sole discretion, shall release the
Shares for the sale to the public, provided, however that the provisions of
Sections 5, 7 and 9 of this Agreement shall at all times be effective. For
purposes of this Section 9, the Shares to be purchased hereunder shall be deemed
to have been so released upon the earlier of dispatch by the Representatives of
telegrams to securities dealers releasing such Shares for offering or the
release by the Representatives for publication of the first newspaper
advertisement that is subsequently published relating to the Shares.
 
10.  TERMINATION.
 
          (a) Subject to subsection (d) of this Section 10, the Company may at
     any time before this Agreement becomes effective in accordance with Section
     9, terminate this Agreement.
 
          (b) Subject to subsection (d) of this Section 10, the Representatives
     shall have the right to terminate this Agreement, (i) if any calamitous
     domestic or international event or act or occurrence has materially
     disrupted, or in the Representatives' opinion will in the immediate future
     materially disrupt, general securities markets in the United States; or
     (ii) if trading on the New York Stock Exchange, the American Stock Exchange
     or in the over-the-counter market shall have been suspended, or minimum or
     maximum prices for trading shall have been fixed, or maximum ranges for
     prices for securities shall have
 
                                       26
   27
 
     been required on the over-the-counter market by the NASD or by order of the
     Commission or any other government authority having jurisdiction; or (iii)
     if the United States shall have become involved in a war or major
     hostilities; or (iv) if a banking moratorium has been declared by New York
     State, the Commonwealth of Massachusetts or any federal authority; or (v)
     if a moratorium in foreign exchange trading has been declared; or (vi) if
     the Company shall have sustained a loss material or substantial to the
     Company by fire, flood, accident, hurricane, earthquake, theft, sabotage or
     other calamity or malicious act that, whether or not such loss shall have
     been insured, will, in the Representatives' reasonable opinion, make it
     inadvisable to proceed with the delivery of the Shares; or (vii) if there
     shall have been a Material Adverse Effect.
 
          (c) If any party hereto elects to prevent this Agreement from becoming
     effective or to terminate this Agreement as provided in this Section 10,
     such party shall notify, on the same day as such election is made, the
     other parties hereto in accordance with the provisions of Section 13
     hereof.
 
          (d) Notwithstanding any contrary provision contained in this
     Agreement, any election hereunder or any termination of this Agreement
     (including, without limitation, pursuant to Sections 11 and 12 hereof), and
     whether or not this Agreement is otherwise carried out, the provisions of
     Sections 5, 7 and 9 shall not be in any way affected by such election or
     termination or failure to carry out the terms of this Agreement or any part
     hereof.
 
11.  SUBSTITUTION OF THE UNDERWRITERS.
 
     If one or more of the Underwriters shall fail (otherwise than for a reason
sufficient to justify the termination of this Agreement under the provisions of
Section 6, Section 10 or Section 12 hereof) to purchase the Shares that it or
they are obligated to purchase on such date under this Agreement (the "Defaulted
Securities"), the Representatives shall use their best efforts within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24 hour period, then:
 
          (a) if the number of Defaulted Securities does not exceed 10% of the
     total number of Firm Shares to be purchased on such date, the
     non-defaulting Underwriters shall be obligated to purchase the full amount
     thereof in the proportions that their respective underwriting obligations
     hereunder bear to the underwriting obligations of all non-defaulting
     Underwriters, or
 
          (b) if the number of Defaulted Securities exceeds 10% of the total
     number of Firm Shares and arrangements satisfactory to the Representatives
     for the purchase of the Defaulted Securities are not made within 36 hours,
     this Agreement shall terminate without liability on the part of any
     non-defaulting Underwriters. The Company or the Selling Stockholder may
     assist the Representatives in making such arrangements by procuring another
     party satisfactory to the Representatives to purchase the Defaulted
     Securities on the terms set forth herein.
 
     No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of any default by such Underwriter under
this Agreement.
 
     In the event of any such default that does not result in a termination of
this Agreement, the Representatives shall have the right to postpone the Closing
Date for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements.
 
12.  DEFAULT BY THE COMPANY OR THE SELLING STOCKHOLDER.
 
     If the Company or the Selling Stockholder, as applicable, shall fail at the
Closing Date or the Option Closing Date, as applicable, to sell and deliver the
number of Shares that it is obligated to sell hereunder on such date, then this
Agreement shall terminate (or, if such default shall occur with respect to any
Option Shares to be purchased on the Option Closing Date, the Underwriters may
at the Representatives' option, by
 
                                       27
   28
 
notice from the Representatives to the Company, terminate the Underwriters'
several obligations to purchase Shares from the Company on such date) without
any liability on the part of any non-defaulting party other than pursuant to
Section 5 and Section 7 hereof. No action taken pursuant to this Section shall
relieve the Company or the Selling Stockholder from liability, if any, in
respect of such default.
 
13.  NOTICES.
 
     All notices and communications hereunder may be mailed or transmitted by
any standard form of telecommunication and, except as herein otherwise
specifically provided, shall be in writing and shall be deemed to have been duly
given when delivered to a notice party hereto at the address specified herein or
at the address subsequently communicated in writing to the notice parties.
Notices to the Underwriters shall be directed to the Representatives c/o Tucker
Anthony Incorporated, One Beacon Street, Boston, Massachusetts 02108, Attention
Mark L. Bono, Senior Vice President, with a copy to Peabody & Brown, 101 Federal
Street, Boston, Massachusetts 02110, Attention William C. Lance, Esq. Notices to
the Company shall be directed to SpecTran Corporation, 50 Hall Road, Sturbridge,
Massachusetts 01566, Attention Raymond E. Jaeger, Chairman, with a copy to
Hackmyer & Nordlicht, 645 Fifth Avenue, 11th Floor, New York, New York 10022,
Attention Ira S. Nordlicht, Esq. Notices to the Selling Stockholder shall be
directed to Allen & Company Incorporated, 711 Fifth Avenue, New York, New York,
10022, Attention William F. Leimkuhler, Esq. In each case a notice party may
change its address for notice hereunder by a written communication to the other
notice parties.
 
14.  PARTIES.
 
     This Agreement shall inure solely to the benefit of and shall be binding
upon, the Underwriters, the Selling Stockholder, the Company and the controlling
persons, directors and officers referred to in Section 7 hereof, and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Agreement or any provisions herein
contained. No purchaser of Shares from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.
 
15.  CONSTRUCTION.
 
     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING
EFFECT TO THE CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES.
 
16.  COUNTERPARTS.
 
     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which taken together shall be
deemed to be one and the same instrument.
 
17.  ENTIRE AGREEMENT.
 
     This Agreement and the Schedules hereto contain the entire agreement
between the parties hereto in connection with the subject matter hereof and
supersede all prior agreements, written or oral, with respect to such subject
matter.
 
                                       28
   29
 
18.  AMENDMENT.
 
     This Agreement and the Schedules hereto may not be amended, modified or
altered without the written agreement of the Company, the Selling Stockholder
and the Representatives.
 
     If the foregoing correctly sets forth the understanding between the
Underwriters and the Company, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement among
us.
 
                                            Very truly yours,
 
                                            SPECTRAN CORPORATION
 
                                            By:.................................
                                             RAYMOND E. JAEGER
                                             TITLE: CHAIRMAN
 
                                            SELLING STOCKHOLDER LISTED ON
                                            SCHEDULE B HERETO
 
                                            By:.................................
                                                             , ATTORNEY-IN-FACT
 
CONFIRMED AND ACCEPTED AS OF
THE DATE FIRST ABOVE WRITTEN
 
TUCKER ANTHONY INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
 
By: TUCKER ANTHONY INCORPORATED
 
By:.................................
 
Title:..............................
 
For themselves and on behalf of and
as the
Representatives of the other
Underwriters
named in Schedule A hereto.
 
                                       29
   30
 
                                   SCHEDULE A
 


                                                                                    NUMBER OF
                                      NAME                                         FIRM SHARES
- ---------------------------------------------------------------------------------  -----------
                                                                                
Tucker Anthony Incorporated......................................................
Raymond James & Associates, Inc..................................................

 
                                       30
   31
 
                                   SCHEDULE B
 


                                                                                    NUMBER OF
                                      NAME                                         FIRM SHARES
- ---------------------------------------------------------------------------------  -----------
                                                                                
Allen & Company Incorporated.....................................................     350,000

 
                                       31
   32
 
                                   SCHEDULE C
 


                                      NAME
- ---------------------------------------------------------------------------------
                                                                                
Raymond E. Jaeger
Glenn E. Moore
Bruce A. Cannon
John E. Chapman
Crawford L. Cutts
William B. Beck
Ira S. Nordlicht
Paul D. Lazay
Richard M. Donofrio
Lily K. Lai

 
                                       32