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                                                                     EXHIBIT 1.1



                              UNIFIRST CORPORATION

                        4,000,000 Shares of Common Stock

                             Underwriting Agreement
                             ----------------------


                                                                   July 19, 2006


J.P. Morgan Securities Inc.
  As Representative of the
  several Underwriters listed
  in Schedule I hereto
c/o J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10172


Ladies and Gentlemen:

       The stockholders named in Schedule II hereto (the "Selling Stockholders")
of UniFirst Corporation, a Massachusetts corporation (the "Company"), propose to
sell to the several Underwriters listed in Schedule I hereto (the
"Underwriters"), for whom you are acting as representative (the
"Representative"), an aggregate of 4,000,000 shares (the "Underwritten Shares"),
and certain of the Selling Stockholders, as indicated on Schedule II, propose to
sell to the several Underwriters, at the option of the Underwriters, up to an
aggregate of 600,000 additional shares (the "Option Shares"), of Common Stock,
par value $0.10 per share (the "Stock"), of the Company. The Underwritten Shares
and the Option Shares are herein referred to as the "Shares".

       The Company and the Selling Stockholders hereby confirm their agreement
with the several Underwriters concerning the purchase and sale of the Shares, as
follows:

       1.     Registration Statement. The Company has prepared and filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, and the rules and regulations of the Commission
thereunder (collectively, the "Securities Act"), a registration statement on
Form S-3 (File No. 333-134373) including a prospectus (the "Basic Prospectus"),
relating to the sale, in one or more offerings, by the Company and the Selling
Stockholders of up to 4,300,000 shares of Stock, and has filed or transmitted
for filing with, or shall promptly hereafter file or transmit for filing with,
the Commission a prospectus supplement specifically relating to the sale of the
Shares pursuant to Rule 424 under the Securities Act. The registration
statement, as amended at the time it became effective, including the
information, if any, deemed pursuant to Rule 430A, 430B or 430C under the
Securities Act to be part of the registration statement at the time of its
effectiveness ("Rule 430 Information"), is referred to herein as the
"Registration Statement." In addition, the Company has filed an abbreviated
registration statement pursuant to Rule 462(b) under the Securities Act (the
"Rule 462




                                                                               2



Registration Statement") relating to an additional 300,000 shares of Stock; any
reference herein to the term "Registration Statement" shall be deemed to include
such Rule 462 Registration Statement. As used herein, the term "Prospectus"
means the Basic Prospectus, as amended or supplemented, and as supplemented by
the prospectus supplement specifically relating to the sale of the Shares in the
form first used (or made available upon request of purchasers pursuant to Rule
173 under the Securities Act) in connection with confirmation of sales of the
Shares; and the term "Preliminary Prospectus" means the Basic Prospectus, as
supplemented by any prospectus supplement specifically relating to the sale of
the Shares, that omitted, as applicable, the Rule 430 Information or other
information to be included upon pricing in a form of prospectus filed with the
Commission pursuant to Rule 424 under the Securities Act. Any reference in this
Agreement to the Registration Statement, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as
of the effective date of the Registration Statement or the date of such
Preliminary Prospectus or Prospectus, as the case may be, and any reference to
"amend," "amendment" or "supplement" with respect to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after such date under the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") that are deemed to be incorporated by
reference therein. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Registration Statement and the Prospectus.

       At or prior to the time when sales of the Shares were first made (the
"Time of Sale"), the Company had prepared the following information: a
Preliminary Prospectus dated July 7, 2006, and each "free-writing prospectus"
(as defined pursuant to Rule 405 under the Securities Act) listed on Schedule IV
hereto (collectively, with the pricing information set out on Schedule III, the
"Time of Sale Information").

       2.     Purchase of the Shares by the Underwriters. (a) Each Selling
Stockholder agrees, severally and not jointly, to sell the number of Shares set
forth under the column "Underwritten Shares" opposite its name in Schedule II
hereto to the several Underwriters as provided in this Agreement, and each
Underwriter, on the basis of the representations, warranties and agreements set
forth herein and subject to the conditions set forth herein, agrees, severally
and not jointly, to purchase from each Selling Stockholder, at a purchase price
per share of $27.966 (the "Purchase Price"), the number of Underwritten Shares
(to be adjusted by you so as to eliminate fractional shares) determined by
multiplying the total number of Underwritten Shares to be sold by such Selling
Stockholder by a fraction, the numerator of which is the number of Underwritten
Shares to be purchased by such Underwriter, as set forth opposite the name of
such Underwriter in Schedule I hereto, and the denominator of which is the
aggregate number of Underwritten Shares to be purchased by all Underwriters
hereunder.

       In addition, each Selling Stockholder agrees, severally and not jointly,
to sell the number of Shares set forth under the column "Option Shares" opposite
its name in Schedule II hereto to the several Underwriters, and the Underwriters
shall have the option to purchase, at their election, up to the total number of
Option Shares at the Purchase Price per Share. Each




                                                                               3



Underwriter, on the basis of the representations and warranties and agreements
herein contained and subject to the conditions set forth herein, shall have the
option to purchase, severally and not jointly, from each Selling Stockholder, at
the Purchase Price per Share, that portion of the number of Option Shares as to
which such election shall have been exercised (to be adjusted by you so as to
eliminate fractional shares) determined by multiplying the total number of
Option Shares to be sold by such Selling Stockholder by a fraction, the
numerator of which is the number of Underwritten Shares to be purchased by such
Underwriter, as set forth opposite the name of such Underwriter in Schedule I
hereto, and the denominator of which is the aggregate number of Underwritten
Shares to be purchased by all Underwriters hereunder; provided that to the
extent the Underwriters shall exercise their option to purchase less than all of
the Option Shares, the Selling Stockholders shall sell such Option Shares in
descending order of priority set forth on Schedule II hereto, such that no
Selling Stockholder with a lower position of priority shall be entitled to sell
any Option Shares offered by such Selling Stockholder until all Option Shares
offered by all Selling Stockholders ranking higher in priority shall have been
sold.

       The Underwriters may exercise the option to purchase the Option Shares at
any time in whole, or from time to time in part, on or before the thirtieth day
following the date of this Agreement, by written notice from the Representative
to the Attorney-in-Fact (as defined below). Such notice shall set forth the
aggregate number of Option Shares as to which the option is being exercised and
the date and time when the Option Shares are to be delivered and paid for which
may be the same date and time as the Closing Date (as hereinafter defined) but
shall not be earlier than the Closing Date nor later than the tenth full
business day after the date of such notice (unless such time and date are
postponed in accordance with the provisions of Section 12 hereof). Any such
notice shall be given at least two business days prior to the date and time of
delivery specified therein.

       (b)    The Company and the Selling Stockholders understand that the
Underwriters intend to make a public offering of the Shares as soon after the
effectiveness of this Agreement as in the judgment of the Representative is
advisable, and initially to offer the Shares on the terms set forth in the
Prospectus. The Company and the Selling Stockholders acknowledge and agree that
the Underwriters may offer and sell Shares to or through any affiliate of an
Underwriter and that any such affiliate may offer and sell Shares purchased by
it to or through any Underwriter.

       (c)    Payment for the Shares shall be made by wire transfer in
immediately available funds to the account specified by the Attorney-in-Fact (as
defined below) to the Representative in the case of the Underwritten Shares, at
the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017
at 10:00 A.M. New York City time on July 25, 2006, or at such other time or
place on the same or such other date, not later than the fifth business day
thereafter, as the Representative and the Attorney-in-Fact may agree upon in
writing or, in the case of the Option Shares, on the date and at the time and
place specified by the Representative in the written notice of the Underwriters'
election to purchase such Option Shares. The time and date of such payment for
the Underwritten Shares is referred to herein as the "Closing Date" and the time
and date for such payment for the Option Shares, if other than the Closing Date,
is herein referred to as the "Additional Closing Date".




                                                                               4


       Payment for the Shares to be purchased on the Closing Date or the
Additional Closing Date, as the case may be, shall be made against delivery to
the Representative for the respective accounts of the several Underwriters of
the Shares to be purchased on such date in definitive form registered in such
names and in such denominations as the Representative shall request in writing
not later than two full business days prior to the Closing Date or the
Additional Closing Date, as the case may be, with any transfer taxes payable in
connection with the sale of the Shares duly paid by the Selling Stockholders.
The certificates for the Shares will be made available for inspection and
packaging by the Representative at the office of J.P. Morgan Securities Inc. set
forth above not later than 1:00 P.M., New York City time, on the business day
prior to the Closing Date or the Additional Closing Date, as the case may be.

       (e)    Each of the Company and the Selling Stockholders acknowledges and
agrees that the Underwriters are acting solely in the capacity of an arm's
length contractual counterparty to the Selling Stockholders with respect to the
offering of Shares contemplated hereby (including in connection with determining
the terms of the offering) and not as a financial advisor or a fiduciary to, or
an agent of, the Company, the Selling Stockholders or any other person.
Additionally, neither the Representative nor any other Underwriter is advising
the Company, the Selling Stockholders or any other person as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. The Company
and the Selling Stockholders shall consult with their own advisors concerning
such matters and shall be responsible for making their own independent
investigation and appraisal of the transactions contemplated hereby, and the
Underwriters shall have no responsibility or liability to the Company or the
Selling Stockholders with respect thereto. Any review by the Underwriters of the
Company, the transactions contemplated hereby or other matters relating to such
transactions will be performed solely for the benefit of the Underwriters and
shall not be on behalf of the Company or the Selling Stockholders.

       3.     Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter and the Selling Stockholders that:

       (a)    Preliminary Prospectus. No order preventing or suspending the use
of any Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, complied in all material
respects with the Securities Act and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the
Company makes no representation and warranty with respect to any statements or
omissions made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by such Underwriter through
the Representative expressly for use in any Preliminary Prospectus.

       (b)    Time of Sale Information. The Time of Sale Information, at the
Time of Sale did not, and at the Closing Date and as of the Additional Closing
Date, as the case may be, will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order




                                                                               5


to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that the Company makes no
representation and warranty with respect to any statements or omissions made in
reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the
Representative expressly for use in such Time of Sale Information. No statement
of material fact included in the Prospectus has been omitted from the Time of
Sale Information and no statement of material fact included in the Time of Sale
Information that is required to be included in the Prospectus has been omitted
therefrom.

       (c)    Issuer Free Writing Prospectus. Other than the Preliminary
Prospectus and the Prospectus, the Company (including its agents and
representatives, other than the Underwriters in their capacity as such) has not
made, used, prepared, authorized, approved or referred to and will not prepare,
make, use, authorize, approve or refer to any "written communication" (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell
or solicitation of an offer to buy the Shares (each such communication by the
Company or its agents and representatives (other than a communication referred
to in clause (i) below) an "Issuer Free Writing Prospectus") other than (i) any
document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the
Securities Act or Rule 134 under the Securities Act or (ii) the documents listed
on Schedule IV hereto and other written communications approved in writing in
advance by the Representative. Each such Issuer Free Writing Prospectus complied
in all material respects with the Securities Act, has been filed in accordance
with the Securities Act (to the extent required thereby) and, when taken
together with the Preliminary Prospectus accompanying, or delivered prior to
delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing
Date and at the Additional Closing Date, as the case may be, will not, contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the
Company makes no representation and warranty with respect to any statements or
omissions made in each such Issuer Free Writing Prospectus in reliance upon and
in conformity with information relating to any Underwriter furnished to the
Company in writing by such Underwriter through the Representative expressly for
use in any Issuer Free Writing Prospectus.

       (d)    Registration Statement and Prospectus. The Registration Statement
has been declared effective by the Commission. No order suspending the
effectiveness of the Registration Statement has been issued by the Commission
and no proceeding for that purpose or pursuant to Section 8A of the Securities
Act against the Company or related to the offering has been initiated or
threatened by the Commission; as of the applicable effective date of the
Registration Statement and any amendment thereto, the Registration Statement
complied and will comply in all material respects with the Securities Act, and
did not and will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and as of the date of the Prospectus
and any amendment or supplement thereto and as of the Closing Date and as of the
Additional Closing Date, as the case may be, the Prospectus will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that the Company makes no representation and





                                                                               6



warranty with respect to any statements or omissions made in reliance upon and
in conformity with information relating to any Underwriter furnished to the
Company in writing by such Underwriter through the Representative expressly for
use in the Registration Statement and the Prospectus and any amendment or
supplement thereto.

       (e)    Incorporated Documents. The documents incorporated by reference in
the Registration Statement, the Prospectus or the Time of Sale Information, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and none of such documents 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, in the light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Registration Statement,
the Prospectus or the Time of Sale Information, when such documents become
effective or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

       (f)    Financial Statements. The financial statements and the related
notes thereto of the Company and its consolidated subsidiaries included or
incorporated by reference in the Registration Statement, the Time of Sale
Information and the Prospectus comply in all material respects with the
applicable requirements of the Securities Act and the Exchange Act, as
applicable, and present fairly the financial position of the Company and its
subsidiaries as of the dates indicated and the results of their operations and
the changes in their cash flows for the periods specified; such financial
statements have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis throughout the periods covered thereby,
and the supporting schedules included or incorporated by reference in the
Registration Statement present fairly, on the basis stated therein, the
information required to be stated therein; and the other financial information
included or incorporated by reference in the Registration Statement, the Time of
Sale Information and the Prospectus has been derived from the accounting records
of the Company and its subsidiaries and presents fairly, on the basis stated
therein, the information shown thereby; and the pro forma financial information
and the related notes thereto included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the Prospectus has been
prepared in accordance with the applicable requirements of the Securities Act
and the Exchange Act, as applicable, and the assumptions underlying such pro
forma financial information are reasonable and are set forth in the Registration
Statement, the Time of Sale Information and the Prospectus.

       (g)    No Material Adverse Change. Since the date of the most recent
financial statements of the Company included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the Prospectus, (i)
there has not been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries (other than borrowings or repayments in the
ordinary course of business and consistent with past practice under the
Company's Amended and Restated Revolving Credit Agreement, dated June 14, 2004
(the




                                                                               7


"Credit Agreement"), or any dividend or distribution of any kind declared,
set aside for payment, paid or made by the Company on any class of capital
stock, or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the business, properties,
management, financial position, stockholders' equity, results of operations or
cash flows of the Company and its subsidiaries taken as a whole; (ii) neither
the Company nor any of its subsidiaries has entered into any transaction or
agreement that is material to the Company and its subsidiaries taken as a whole
or incurred any liability or obligation, direct or contingent, that is material
to the Company and its subsidiaries taken as a whole; and (iii) neither the
Company nor any of its subsidiaries has sustained any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor disturbance or dispute or
any action, order or decree of any court or arbitrator or governmental or
regulatory authority, except in each case as otherwise disclosed in the
Registration Statement, the Time of Sale Information and the Prospectus.

       (h)    Organization and Good Standing. The Company and each of its
subsidiaries have been duly organized and are validly existing and in good
standing under the laws of their respective jurisdictions of organization, are
duly qualified to do business and are in good standing in each jurisdiction in
which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power and
authority necessary to own or hold their respective properties and to conduct
the businesses in which they are engaged, except where the failure to be so
qualified or have such power or authority would not, individually or in the
aggregate, have a material adverse effect on the business, properties,
management, financial position, stockholders' equity, results of operations or
cash flows of the Company and its subsidiaries taken as a whole or on the
transactions contemplated hereby (a "Material Adverse Effect"). The Company does
not own or control, directly or indirectly, any corporation, association or
other entity other than Prestige Packaging Inc., UniTech Services Canada Ltd.,
Uniform Supply Alliance L.P. and the subsidiaries listed in Exhibit 21 to the
Company's most recently filed annual report on Form 10-K.

       (i)    Capitalization. The Company has an authorized capitalization as
set forth in the Time of Sale Information under the heading "Capitalization";
all the outstanding shares of capital stock of the Company (including the Shares
to be sold by the Selling Stockholders) have been duly and validly authorized
and issued and are fully paid and non-assessable and are not subject to any
pre-emptive or similar rights; except as described in the Time of Sale
Information and the Prospectus, there are no outstanding rights (including,
without limitation, pre-emptive rights), warrants or options to acquire, or
instruments convertible into or exchangeable for, any shares of capital stock or
other equity interest in the Company or any of its subsidiaries, or any
contract, commitment, agreement, understanding or arrangement of any kind
relating to the issuance of any capital stock of the Company or any such
subsidiary, any such convertible or exchangeable securities or any such rights,
warrants or options; the capital stock of the Company conforms in all material
respects to the description thereof contained in the Registration Statement, the
Time of Sale Information and the Prospectus; the statements in the Preliminary
Prospectus under the heading "Description of our capital stock" fairly summarize
the matters described therein in all material respects; and all the outstanding
shares of capital stock or other equity interests of each subsidiary of the
Company have been duly and validly authorized and issued, are fully paid and




                                                                               8


non-assessable and are owned directly or indirectly by the Company, free and
clear of any lien, charge, encumbrance, security interest, restriction on voting
or transfer or any other claim of any third party.

       (j)    Due Authorization. The Company has full right, power and authority
to execute and deliver this Agreement and to perform its obligations hereunder;
and all action required to be taken for the due and proper authorization,
execution and delivery by it of this Agreement and the consummation of the
transactions contemplated hereby has been duly and validly taken. This Agreement
conforms in all material respects to the descriptions thereof contained in the
Registration Statement, the Time of Sale Information and the Prospectus.

       (k)    No Violation or Default. Neither the Company nor any of its
subsidiaries is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject that
would, individually or in the aggregate, have a Material Adverse Effect; or
(iii) in violation of any law or statute or any judgment, order, rule or
regulation of any court or arbitrator or governmental or regulatory authority,
except, in the case of clauses (ii) and (iii) above, for any such default or
violation that would not, individually or in the aggregate, have a Material
Adverse Effect.

       (l)    No Conflicts. The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the
transactions contemplated hereby will not (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its subsidiaries is
subject that would, individually or in the aggregate, have a Material Adverse
Effect, (ii) result in any violation of the provisions of the charter or by-laws
or similar organizational documents of the Company or any of its subsidiaries or
(iii) result in the violation of any law or statute or any judgment, order, rule
or regulation of any court or arbitrator or governmental or regulatory
authority.

       (m)    No Consents Required. No consent, approval, authorization, order,
registration or qualification of or with any court or arbitrator or governmental
or regulatory authority is required for the execution, delivery and performance
by the Company of this Agreement and the consummation by the Company of the
transactions contemplated hereby, except for the registration of the Shares
under the Securities Act and such consents, approvals, authorizations, orders
and registrations or qualifications as may be required under applicable state
securities laws in connection with the purchase and distribution of the Shares
by the Underwriters.




                                                                               9



       (n)    Legal Proceedings. Except as disclosed in the Registration
Statement, the Time of Sale Information and the Prospectus, there are no legal,
governmental or regulatory investigations, actions, suits or proceedings pending
to which the Company or any of its subsidiaries is or may be a party or to which
any property of the Company or any of its subsidiaries is or may be the subject
that, individually or in the aggregate, if determined adversely to the Company
or any of its subsidiaries, would reasonably be expected to have a Material
Adverse Effect or materially and adversely affect the ability of the Company to
perform its obligations under this Agreement; to the Company's knowledge, no
such investigations, actions, suits or proceedings are threatened or, to the
knowledge of the Company, contemplated by any governmental or regulatory
authority; and (i) there are no current or pending legal, governmental or
regulatory actions, suits or proceedings that are required under the Securities
Act to be described in the Registration Statement that are not so described in
the Registration Statement, the Time of Sale Information and the Prospectus and
(ii) there are no statutes, regulations or contracts or other documents that are
required under the Securities Act to be filed as exhibits to the Registration
Statement or described in the Registration Statement or the Prospectus that are
not so filed as exhibits to the Registration Statement or described in the
Registration Statement, the Time of Sale Information and the Prospectus.

       (o)    Independent Accountants. Ernst & Young LLP, who have certified
certain financial statements of the Company and its subsidiaries, is an
independent registered public accounting firm with respect to the Company and
its subsidiaries within the applicable rules and regulations adopted by the
Commission and the Public Accounting Oversight Board (United States) and as
required by the Securities Act.

       (p)    Title to Real and Personal Property. The Company and its
subsidiaries have good title in fee simple (in the case of real property) to, or
have valid rights to lease or otherwise use, all items of real and personal
property that are material to the respective businesses of the Company and its
subsidiaries, in each case free and clear of all liens, encumbrances, claims and
defects and imperfections of title except those that (i) do not materially
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries or (ii) would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.

       (q)    Title to Intellectual Property. The Company and its subsidiaries
own or possess adequate rights to use all material patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark
registrations, copyrights, licenses and know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures) necessary for the conduct of their respective businesses
as described in the Registration Statement, the Time of Sale Information and the
Prospectus; and the conduct of their respective businesses will not conflict in
any material respect with any such rights of others, and the Company and its
subsidiaries have not received any written notice of any claim of infringement
or conflict with any such rights of others.

       (r)    No Undisclosed Relationships. No relationship, direct or indirect,
exists between or among the Company or any of its subsidiaries, on the one hand,
and the directors and officers






                                                                              10


of the Company, and, to the Company's knowledge, the stockholders, customers or
suppliers of the Company or any of its subsidiaries, on the other, that is
required by the Securities Act to be described in the Registration Statement and
the Prospectus and that is not so described in such documents and in the Time of
Sale Information.

       (s)    Investment Company Act. The Company is not and, after giving
effect to the offering and sale of the Shares as described in the Registration
Statement, the Time of Sale Information and the Prospectus, will not be required
to register as an "investment company" or an entity "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations of the Commission thereunder
(collectively, "Investment Company Act").

       (t)    Taxes. The Company and its subsidiaries have paid all federal,
state, local and foreign taxes and filed all tax returns required to be paid or
filed through the date hereof; and except as otherwise disclosed in the
Registration Statement, the Time of Sale Information and the Prospectus, there
is no tax deficiency that has been, or would reasonably be expected to be,
asserted against the Company or any of its subsidiaries or any of their
respective properties or assets, except as would not, individually or in the
aggregate, have a Material Adverse Effect.

       (u)    Licenses and Permits. The Company and its subsidiaries possess all
licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or
foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their
respective businesses as described in the Registration Statement, the Time of
Sale Information, and the Prospectus, except where the failure to possess or
make the same would not, individually or in the aggregate, have a Material
Adverse Effect; and except as described in the Registration Statement, the Time
of Sale Information and the Prospectus, neither the Company nor any of its
subsidiaries has received notice of any revocation or modification of any such
license, certificate, permit or authorization or has any reason to believe that
any such license, certificate, permit or authorization will not be renewed in
the ordinary course where such revocation, modification or failure to renew
would reasonably be expected to have a Material Adverse Effect.

       (v)    No Labor Disputes. No labor disturbance by or dispute with
employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is contemplated or threatened, and the Company is not aware of
any existing or imminent labor disturbance by, or dispute with, the employees of
the Company or any of its or its subsidiaries, except as would not have a
Material Adverse Effect.

       (w)    Compliance With Environmental Laws. (i) The Company and its
subsidiaries (x) are in compliance with any and all applicable federal, state,
local and foreign laws, rules, regulations, requirements, decisions and orders
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, "Environmental Laws"); (y) have received and are in compliance
with all permits, licenses, certificates or other authorizations or approvals
required of them under applicable Environmental Laws to conduct their respective
businesses; and (z) have not received notice of






                                                                              11


any actual or potential liability for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or
contaminants, and (ii) there are no costs or liabilities associated with
Environmental Laws of or relating to the Company or its subsidiaries, except in
each case, for any such failure to comply, or failure to receive required
permits, licenses or approvals, or cost or liability as would not, individually
or in the aggregate, have a Material Adverse Effect and except as disclosed in
the Registration Statement, the Time of Sale Information and the Prospectus.

       (x)    Compliance With ERISA. Each employee benefit plan, within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), that is maintained, administered or contributed to by the
Company or any of its affiliates for employees or former employees of the
Company and its affiliates has been maintained in compliance with its terms and
the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended (the "Code"); no prohibited transaction, within the meaning of Section
406 of ERISA or Section 4975 of the Code, has occurred with respect to any such
plan excluding transactions effected pursuant to a statutory or administrative
exemption; and for each such plan that is subject to the funding rules of
Section 412 of the Code or Section 302 of ERISA, no "accumulated funding
deficiency" as defined in Section 412 of the Code has been incurred, whether or
not waived, and the fair market value of the assets of each such plan (excluding
for these purposes accrued but unpaid contributions) exceeds the present value
of all benefits accrued under such plan determined using reasonable actuarial
assumptions.

       (y)    Disclosure Controls. The Company and its subsidiaries maintain a
system of "disclosure controls and procedures" (as defined in Rule 13a-15(e) of
the Exchange Act) that complies with the requirements of the Exchange Act and
has been designed to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms, including controls and procedures designed to
ensure that such information is accumulated and communicated to the Company's
management as appropriate to allow timely decisions regarding required
disclosure. The Company and its subsidiaries have carried out evaluations of the
effectiveness of their disclosure controls and procedures as required by Rule
13a-15 of the Exchange Act.

       (z)    Accounting Controls. The Company and its subsidiaries maintain a
system of "internal control over financial reporting" (as defined in Rule
13a-15(f) of the Exchange Act) that complies with the requirements of the
Exchange Act and has been designed by, or under the supervision of, their
respective principal executive and principal financial officers, or persons
performing similar functions, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles, including, but not limited to internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management's general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in
accordance




                                                                              12



with management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.
Except as disclosed in the Registration Statement, the Time of Sale Information
and the Prospectus, the Company is not aware of any material weaknesses in the
Company's internal control over financial reporting.

       (aa)   Insurance. The Company and its subsidiaries have insurance
covering their respective properties, operations, personnel and businesses,
including business interruption insurance, which insurance is in amounts and
insures against such losses and risks as are prudent and customary in the
business in which they are engaged; and neither the Company nor any of its
subsidiaries has received written notice from any insurer or agent of such
insurer that (i) material capital improvements or other expenditures are
required or necessary to be made in order to continue such insurance or (ii) it
will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain substantially similar coverage at reasonable cost
from similar insurers as may be necessary to continue its business.

       (bb)   No Unlawful Payments. Neither the Company nor any of its
subsidiaries nor, to the knowledge of the Company, any director, officer, agent,
employee or other person acting on behalf of the Company or any of its
subsidiaries has (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity;
(ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv)
made any bribe, unlawful rebate, payoff, influence payment, kickback or other
unlawful payment.

       (cc)   Compliance with OFAC. None of the Company, any of its subsidiaries
or, to the knowledge of the Company, any director, officer, agent, employee or
Affiliate of the Company or any of its subsidiaries is currently subject to any
U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury.

       (dd)   No Restrictions on Subsidiaries. No subsidiary of the Company is
currently prohibited, directly or indirectly, under any agreement or other
instrument to which it is a party or is subject, from paying any dividends to
the Company, from making any other distribution on such subsidiary's capital
stock, from repaying to the Company any loans or advances to such subsidiary
from the Company or from transferring any of such subsidiary's properties or
assets to the Company or any other subsidiary of the Company.

       (ee)   No Broker's Fees. Neither the Company nor any of its subsidiaries
is a party to any contract, agreement or understanding with any person (other
than this Agreement) that would give rise to a valid claim against the Company
or any of its subsidiaries or any Underwriter for a brokerage commission,
finder's fee or like payment in connection with the offering and sale of the
Shares.

       (ff)   No Registration Rights. No person has the right to require the
Company or any of its subsidiaries to register any securities for sale under the
Securities Act by reason of the filing of



                                                                              13


the Registration Statement with the Commission or, to the knowledge of the
Company, the sale of the Shares to be sold by the Selling Stockholders
hereunder.

       (gg)   No Stabilization. The Company has not taken, directly or
indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Shares.

       (hh)   Forward-Looking Statements. No forward-looking statement (within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Time of Sale Information and
the Prospectus has been made or reaffirmed without a reasonable basis or has
been disclosed other than in good faith.

       (ii)   Statistical and Market Data. Nothing has come to the attention of
the Company that has caused the Company to believe that the statistical and
market-related data included in the Registration Statement, the Time of Sale
Information and the Prospectus is not based on or derived from sources that are
reliable and accurate in all material respects.

       (jj)   Sarbanes-Oxley Act. There is and has been no failure on the part
of the Company or any of the Company's directors or officers, in their
capacities as such, to comply with any provision of the Sarbanes-Oxley Act of
2002 and the rules and regulations promulgated in connection therewith (the
"Sarbanes-Oxley Act"), including Section 402 related to loans and Sections 302
and 906 related to certifications.

       (kk)   Status under the Securities Act. The Company is not an ineligible
issuer as defined under the Securities Act, at the times specified in the
Securities Act in connection with the offering of the Shares.

       (ll)   Exchange Listing. All the outstanding shares of capital stock of
the Company (including the Shares to be sold by the Selling Stockholders) have
been duly listed on the New York Stock Exchange (the "Exchange").

       4.     Representations and Warranties of the Selling Stockholders. Each
of the Selling Stockholders severally represents and warrants to each
Underwriter and the Company that:

       (a)    Required Consents; Authority. All consents, approvals,
authorizations and orders necessary for the execution and delivery by such
Selling Stockholder of this Agreement, the Irrevocable Power of Attorney (the
"Power of Attorney") and the Stock Custody Agreement (the "Custody Agreement")
hereinafter referred to, and for the sale and delivery of the Shares to be sold
by such Selling Stockholder hereunder, have been obtained; and such Selling
Stockholder has full right, power and authority to enter into this Agreement,
the Power of Attorney and the Custody Agreement and to sell, assign, transfer
and deliver the Shares to be sold by such Selling Stockholder hereunder; this
Agreement, the Power of Attorney and the Custody Agreement have each been duly
authorized, executed and delivered by such Selling Stockholder.



                                                                              14



       (b)    No Conflicts. The execution, delivery and performance by such
Selling Stockholder of this Agreement, the Power of Attorney and the Custody
Agreement, the sale of the Shares to be sold by such Selling Stockholder and the
consummation by such Selling Stockholder of the transactions herein and therein
contemplated will not (i) conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any property
or assets of such Selling Stockholder pursuant to, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which such Selling
Stockholder is a party or by which such Selling Stockholder is bound or to which
any of the property or assets of such Selling Stockholder is subject, (ii)
result in any violation of the provisions of the charter or by-laws or similar
organizational documents of such Selling Stockholder or (iii) result in the
violation of any law or statute or any judgment, order, rule or regulation of
any court or arbitrator or governmental or regulatory agency except, in the case
of clauses (i) and (iii) above, that would not have a Material Adverse Effect on
such Selling Stockholder, or on the transactions contemplated hereby.

       (c)    Title to Shares. Such Selling Stockholder has good and valid title
to the Shares to be sold at the Closing Date or the Additional Closing Date, as
the case may be, by such Selling Stockholder hereunder, free and clear of all
liens, encumbrances, equities or adverse claims; such Selling Stockholder will
have, immediately prior to the Closing Date or the Additional Closing Date, as
the case may be, good and valid title to the Shares to be sold at the Closing
Date or the Additional Closing Date, as the case may be, by such Selling
Stockholder, free and clear of all liens, encumbrances, equities or adverse
claims; and, upon delivery of the certificates representing such Shares and
payment therefor pursuant hereto, good and valid title to such Shares, free and
clear of all liens, encumbrances, equities or adverse claims, will pass to the
several Underwriters.

       (d)    No Stabilization. Such Selling Stockholder has not taken and will
not take, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation
of the price of the Shares.

       (e)    Time of Sale Information. The Time of Sale Information, at the
Time of Sale did not, and at the Closing Date and as of the Additional Closing
Date, as the case may be will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that such Selling Stockholder makes such representation and
warranty only with respect to any statements or omissions made in reliance upon
and in conformity with information relating to such Selling Stockholder
furnished to the Company in writing by such Selling Stockholder expressly for
use in such Time of Sale Information.

       (f)    Issuer Free Writing Prospectus. Other than the Preliminary
Prospectus and the Prospectus, such Selling Stockholder (including its agents
and representatives, other than the Underwriters in their capacity as such) has
not made, used, prepared, authorized, approved or referred to and will not
prepare, make, use, authorize, approve or refer to any Issuer Free Writing
Prospectus, other than (i) any document not constituting a prospectus pursuant
to Section



                                                                              15


2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii)
the documents listed on Schedule IV hereto and other written communications
approved in writing in advance by the Company and the Representative.

       (g)    Registration Statement and Prospectus. As of the applicable
effective date of the Registration Statement and any amendment thereto, the
Registration Statement complied and will comply in all material respects with
the Securities Act, and did not and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and as of the
date of the Prospectus and any amendment or supplement thereto and as of the
Closing Date and as of the Additional Closing Date, as the case may be, the
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that such Selling Stockholder makes such
representation and warranty only with respect to any statements or omissions
made in reliance upon and in conformity with information relating to such
Selling Stockholder furnished to the Company in writing by such Selling
Stockholder expressly for use in the Registration Statement and the Prospectus
and any amendment or supplement thereto.

       (h)    Material Information. As of the date hereof, as of the Closing
Date and as of the Additional Closing Date, as the case may be, the sale of the
Shares by such Selling Stockholder is not and will not be prompted by any
material non-public information concerning the Company which is not set forth in
the Registration Statement, the Time of Sale Information or the Prospectus.

       Each of the Selling Stockholders represents and warrants that
certificates in negotiable form representing all of the Shares to be sold by
such Selling Stockholders (including any Option Shares) hereunder have been
placed in custody under a Custody Agreement relating to such Shares, in the form
heretofore furnished to you, duly executed and delivered by such Selling
Stockholder to Computershare Shareholder Services, Inc., as custodian (the
"Custodian"), and that such Selling Stockholder has duly executed and delivered
Powers of Attorney, in the form heretofore furnished to you, appointing the
person indicated in Schedule II hereto as such Selling Stockholder's
Attorney-in-Fact (the "Attorney-in-Fact") with authority to execute and deliver
this Agreement on behalf of such Selling Stockholder, to determine the purchase
price to be paid by the Underwriters to the Selling Stockholders as provided
herein, to authorize the delivery of the Shares to be sold by such Selling
Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder
in connection with the transactions contemplated by this Agreement and the
Custody Agreement.

       Each of the Selling Stockholders specifically agrees that the Shares
represented by the certificates held in custody for such Selling Stockholder
under the Custody Agreement, are subject to the interests of the Underwriters
hereunder, and that the arrangements made by such Selling Stockholder for such
custody, and the appointment by such Selling Stockholder of the Attorney-in-Fact
by the Power of Attorney, are to that extent irrevocable. Each of the Selling
Stockholders specifically agrees that the obligations of such Selling
Stockholder hereunder shall





                                                                              16



not be terminated by operation of law, whether by the death or incapacity of any
individual Selling Stockholder, or, in the case of an estate or trust, by the
death or incapacity of any executor or trustee or the termination of such estate
or trust, or in the case of a partnership, corporation or similar organization,
by the dissolution of such partnership, corporation or organization, or by the
occurrence of any other event. If any individual Selling Stockholder or any such
executor or trustee should die or become incapacitated, or if any such estate or
trust should be terminated, or if any such partnership, corporation or similar
organization should be dissolved, or if any other such event should occur,
before the delivery of the Shares hereunder, certificates representing such
Shares shall be delivered by or on behalf of such Selling Stockholder in
accordance with the terms and conditions of this Agreement and the Custody
Agreement, and actions taken by the Attorney-in-Fact pursuant to the Powers of
Attorney shall be as valid as if such death, incapacity, termination,
dissolution or other event had not occurred, regardless of whether or not the
Custodian, the Attorney-in-Fact, or any of them, shall have received notice of
such death, incapacity, termination, dissolution or other event.

       5.     Further Agreements of the Company. The Company covenants and
agrees with each Underwriter that:

       (a)    Required Filings. The Company will file the final Prospectus with
the Commission within the time periods specified by Rule 424(b) and Rule 430A,
430B or 430C under the Securities Act , will file any Issuer Free Writing
Prospectus to the extent required by Rule 433 under the Securities Act; and will
file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Shares; and the Company will furnish
copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent
not previously delivered) to the Underwriters in New York City prior to 10:00
A.M., New York City time, on the business day next succeeding the date of this
Agreement in such quantities as the Representative may reasonably request.

       (b)    Delivery of Copies. The Company will deliver, at the expense of
the Selling Stockholders, (i) to the Representative, two signed copies of the
Registration Statement as originally filed and each amendment thereto, in each
case including all exhibits and consents filed therewith; and (ii) to each
Underwriter (A) a conformed copy of the Registration Statement as originally
filed and each amendment thereto (without exhibits) and (B) during the
Prospectus Delivery Period (as defined below), as many copies of the Prospectus
(including all amendments and supplements thereto and documents incorporated by
reference therein) and each Issuer Free Writing Prospectus as the Representative
may reasonably request. As used herein, the term "Prospectus Delivery Period"
means such period of time after the first date of the public offering of the
Shares as in the opinion of counsel for the Underwriters a prospectus relating
to the Shares is required by law to be delivered (or required to be delivered
but for Rule 172 under the Securities Act) in connection with sales of the
Shares by any Underwriter or dealer.

       (c)    Amendments or Supplements, Issuer Free Writing Prospectuses.
Before preparing, using, authorizing, approving, referring to or filing any
Issuer Free Writing



                                                                              17




Prospectus, and before filing any amendment or supplement to the Registration
Statement or the Prospectus, whether before or after the time that the
Registration Statement becomes effective, the Company will furnish to the
Representative and counsel for the Underwriters a copy of the proposed Issuer
Free Writing Prospectus, amendment or supplement for review and will not
prepare, use, authorize, approve, refer to or file any such Issuer Free Writing
Prospectus or file any such proposed amendment or supplement to which the
Representative reasonably objects.

       (d)    Notice to the Representative. The Company will advise the
Representative promptly, and, upon the request of the Representative, confirm
such advice in writing, (i) when the Registration Statement has become
effective; (ii) when any amendment to the Registration Statement has been filed
or becomes effective; (iii) when any supplement to the Prospectus or any Issuer
Free Writing Prospectus or any amendment to the Prospectus has been filed; (iv)
of any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectus or the receipt of any comments
from the Commission relating to the Registration Statement or any other request
by the Commission for any additional information; (v) of the issuance by the
Commission of any order suspending the effectiveness of the Registration
Statement or preventing or suspending the use of any Preliminary Prospectus or
the Prospectus or the initiation or threatening of any proceeding for that
purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence
of any event within the Prospectus Delivery Period as a result of which the
Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus
as then amended or supplemented would include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances
existing when the Prospectus, the Time of Sale Information or any Issuer Free
Writing Prospectus is delivered to a purchaser, not misleading; and (vii) of the
receipt by the Company of any notice with respect to any suspension of the
qualification of the Shares for offer and sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and the Company
will use its best efforts to prevent the issuance of any such order suspending
the effectiveness of the Registration Statement, preventing or suspending the
use of any Preliminary Prospectus or the Prospectus or suspending any such
qualification of the Shares and, if any such order is issued, will obtain as
soon as possible the withdrawal thereof.

       (e)    Ongoing Compliance. (1) If during the Prospectus Delivery Period
(i) any event shall occur or condition shall exist as a result of which the
Prospectus as then amended or supplemented would include any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances existing when the Prospectus is delivered to a purchaser, not
misleading or (ii) it is necessary to amend or supplement the Prospectus to
comply with law, the Company will immediately notify the Underwriters thereof
and forthwith prepare and, subject to paragraph (c) above, file with the
Commission and furnish to the Underwriters and to such dealers as the
Representative may designate, such amendments or supplements to the Prospectus
as may be necessary so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances existing when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
will comply with law and (2) if at any time prior to the Closing Date or the
Additional Closing Date, as the case may be, (i) any event shall occur or
condition shall exist






                                                                              18



as a result of which the Time of Sale Information as then amended or
supplemented would include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances, not misleading or (ii) it is necessary to amend
or supplement the Time of Sale Information to comply with law, the Company will
immediately notify the Underwriters thereof and forthwith prepare and, subject
to paragraph (c) above, file with the Commission (to the extent required) and
furnish to the Underwriters and to such dealers as the Representative may
designate, such amendments or supplements to the Time of Sale Information as may
be necessary so that the statements in the Time of Sale Information as so
amended or supplemented will not, in the light of the circumstances, be
misleading or so that the Time of Sale Information will comply with law.

       (f)    Blue Sky Compliance. The Company will qualify the Shares for offer
and sale under the securities or Blue Sky laws of such jurisdictions as the
Representative shall reasonably request and will continue such qualifications in
effect so long as required for distribution of the Shares; provided that the
Company shall not be required to (i) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not
otherwise be required to so qualify, (ii) file any general consent to service of
process in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not otherwise so subject.

       (g)    Earning Statement. The Company will make generally available to
its security holders and the Representative as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the Securities Act
and Rule 158 of the Commission promulgated thereunder covering a period of at
least twelve months beginning with the first fiscal quarter of the Company
occurring after the "effective date" (as defined in Rule 158) of the
Registration Statement.

       (h)    Clear Market. For a period of 90 days after the date of the
initial public offering of the Shares, the Company will not (i) offer, pledge,
announce the intention to sell, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or otherwise transfer or dispose of, directly or
indirectly, any shares of Stock or Class B Stock or any securities convertible
into or exercisable or exchangeable for Stock or Class B Stock or (ii) enter
into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Stock or Class B Stock, whether any
such transaction described in clause (i) or (ii) above is to be settled by
delivery of Stock or Class B Stock or such other securities, in cash or
otherwise, without the prior written consent of the Representative, other than
the Shares to be sold hereunder, any options granted under existing employee
stock option plans that are described in the Registration Statement, Prospectus
or the Time of Sale Information and any shares of Stock of the Company issued
upon the exercise of options granted under existing employee stock option plans.
Notwithstanding the foregoing, if: (1) during the last 17 days of the 90-day
restricted period, the Company issues an earnings release or material news or a
material event relating to the Company occurs; or (2) prior to the expiration of
the 90-day restricted period, the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the
90-day period, the restrictions imposed by this Agreement shall continue to
apply until the expiration of the 18-day





                                                                              19



period beginning on the issuance of the earnings release or the occurrence of
the material news or material event.

       (i)    No Stabilization. The Company will not take, directly or
indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Shares.

       (j)    Reports. For a period of two (2) years from the Closing Date, the
Company will furnish to the Representative, as soon as they are available,
copies of all reports or other communications (financial or other) furnished to
holders of the Shares, and, as soon as practicable after the filing thereof,
copies of any reports and financial statements furnished to or filed with the
Commission or any national securities exchange or automatic quotation system.

       (k)    Record Retention. The Company will retain copies of each Issuer
Free Writing Prospectus that is not filed with the Commission in accordance with
Rule 433 under the Securities Act.

       6.     Further Agreements of the Selling Stockholders. Each of the
Selling Stockholders covenants and agrees with each Underwriter that:

       (a)    Clear Market. For a period of 90 days after the date of the
initial public offering of the Shares, such Selling Stockholder will not (i)
offer, pledge, announce the intention to sell, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase or otherwise transfer or dispose of,
directly or indirectly, any shares of Stock or Class B Stock or any securities
convertible into or exercisable or exchangeable for Stock or Class B Stock or
(ii) enter into any swap or other agreement that transfers, in whole or in part,
any of the economic consequences of ownership of the Stock or Class B Stock,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Stock or Class B Stock or such other securities, in cash
or otherwise or (iii) make any demand for or exercise any right with respect to
the registration of any shares of Stock or Class B Stock or any security
convertible into or exercisable or exchangeable for Stock or Class B Stock
without the prior written consent of the Representative, in each case other than
the Shares to be sold by such Selling Stockholder hereunder. Notwithstanding the
foregoing, if: (1) during the last 17 days of the 90-day restricted period, the
Company issues an earnings release or material news or a material event relating
to the Company occurs; or (2) prior to the expiration of the 90-day restricted
period, the Company announces that it will release earnings results during the
16-day period beginning on the last day of the 90-day period, the restrictions
imposed by this Agreement shall continue to apply until the expiration of the
18-day period beginning on the issuance of the earnings release or the
occurrence of the material news or material event.

       (b)    Tax Form. It will deliver to the Representative prior to or at the
Closing Date a properly completed and executed United States Treasury Department
Form W-9 (or other applicable form or statement specified by the Treasury
Department regulations in lieu thereof) in order to facilitate the Underwriters'
documentation of their compliance with the reporting and





                                                                              20




withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982
with respect to the transactions herein contemplated.

       7.     Certain Agreements of the Underwriters. Each Underwriter hereby
represents and agrees that:

       (a)    It has not and will not use, authorize use of, refer to, or
participate in the planning for use of, any "free writing prospectus", as
defined in Rule 405 under the Securities Act (which term includes use of any
written information furnished to the Commission by the Company and not
incorporated by reference into the Registration Statement and any press release
issued by the Company) other than (i) a free writing prospectus that contains no
"issuer information" (as defined in Rule 433(h)(2) under the Securities Act)
that was not included (including through incorporation by reference) in the
Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus,
(ii) any Issuer Free Writing Prospectus listed on Schedule IV or prepared
pursuant to Section 3(c) or Section 4(f) above, or (iii) any free writing
prospectus prepared by such Underwriter and approved by the Company in advance
in writing (each such free writing prospectus referred to in clauses (i) or
(iii), an "Underwriter Free Writing Prospectus").

       (b)    It has not and will not distribute any Underwriter Free Writing
Prospectus referred to in clause (a)(i) in a manner reasonably designed to lead
to its broad unrestricted dissemination.

       (c)    It has not and will not, without the prior written consent of the
Company, use any free writing prospectus that contains the final terms of the
Shares unless such terms have previously been included in a free writing
prospectus filed with the Commission.

       (d)    It will, pursuant to reasonable procedures developed in good
faith, retain copies of each free writing prospectus used or referred to by it,
in accordance with Rule 433 under the Securities Act.

       (e)    It is not subject to any pending proceeding under Section 8A of
the Securities Act with respect to the offering (and will promptly notify the
Company if any such proceeding against it is initiated during the Prospectus
Delivery Period).

       8.     Conditions of Underwriters' Obligations. The obligation of each
Underwriter to purchase the Underwritten Shares on the Closing Date or the
Option Shares on the Additional Closing Date, as the case may be, as provided
herein is subject to the performance by the Company and each of the Selling
Stockholders of their respective covenants and other obligations hereunder and
to the following additional conditions:

       (a)    Registration Compliance; No Stop Order. No order suspending the
effectiveness of the Registration Statement shall be in effect, and no
proceeding for such purpose or pursuant to Section 8A under the Securities Act
shall be pending before or threatened by the Commission; the Prospectus and each
Issuer Free Writing Prospectus shall have been timely filed with the Commission
under the Securities Act (in the case of an Issuer Free Writing Prospectus, to
the extent required by Rule 433 under the Securities Act) and in accordance with
Section 5(a) hereof;






                                                                              21



and all requests by the Commission for additional information shall have been
complied with to the reasonable satisfaction of the Representative.

       (b)    Representations and Warranties. The respective representations and
warranties of the Company and the Selling Stockholders contained herein shall be
true and correct on the date hereof and on and as of the Closing Date or the
Additional Closing Date, as the case may be; and the statements of the Company
and its officers and of each of the Selling Stockholders made in any
certificates delivered pursuant to this Agreement shall be true and correct on
and as of the Closing Date or the Additional Closing Date, as the case may be.

       (c)    No Downgrade. Subsequent to the execution and delivery of this
Agreement, (i) no downgrading shall have occurred in the rating accorded any
securities or preferred stock of or guaranteed by the Company or any of its
subsidiaries by any "nationally recognized statistical rating organization", as
such term is defined by the Commission for purposes of Rule 436(g)(2) under the
Securities Act and (ii) no such organization shall have publicly announced that
it has under surveillance or review, or has changed its outlook with respect to,
its rating of any securities or preferred stock of or guaranteed by the Company
or any of its subsidiaries (other than an announcement with positive
implications of a possible upgrading).

       (d)    No Material Adverse Change. No event or condition of a type
described in Section 3(g) hereof shall have occurred or shall exist, which event
or condition is not described in the Time of Sale Information (excluding any
amendment or supplement thereto) and the Prospectus (excluding any amendment or
supplement thereto) and the effect of which in the judgment of the
Representative makes it impracticable or inadvisable to proceed with the
offering, sale or delivery of the Shares on the Closing Date or the Additional
Closing Date, as the case may be, on the terms and in the manner contemplated by
this Agreement, the Time of Sale Information and the Prospectus.

       (e)    Certificates. The Representative shall have received on and as of
the Closing Date or the Additional Closing Date, as the case may be, a
certificate (x) of the chief financial officer or chief accounting officer of
the Company and one additional senior executive officer of the Company who is
satisfactory to the Representative (i) confirming that such officers have
carefully reviewed the Registration Statement, the Time of Sale Information and
the Prospectus and, to the knowledge of such officers, the representations of
the Company set forth in Sections 3(b), 3(c) and 3(d) hereof are true and
correct, (ii) confirming that the other representations and warranties of the
Company in this Agreement are true and correct and that the Company has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to such Closing Date and (iii) to the effect set
forth in paragraphs (a), (c) and (d) above, and (y) of each of the Selling
Stockholders, (A) confirming that the representations of such Selling
Stockholder set forth in Sections 4(e), 4(f) and 4(g) hereof are true and
correct and (B) confirming that the other representations and warranties of such
Selling Stockholder in this agreement are true and correct and that such Selling
Stockholder has complied with all agreements and satisfied all conditions on
their part to be performed or satisfied hereunder at or prior to such Closing
Date.




                                                                              22



       (f)    Comfort Letters. On the date of this Agreement and on the Closing
Date or the Additional Closing Date, as the case may be, Ernst & Young LLP shall
have furnished to the Representative, at the request of the Company, letters,
dated the respective dates of delivery thereof and addressed to the
Underwriters, in form and substance reasonably satisfactory to the
Representative, containing statements and information of the type customarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or incorporated
by reference in the Registration Statement, the Time of Sale Information and the
Prospectus; provided, that the letter delivered on the Closing Date or the
Additional Closing Date, as the case may be shall use a "cut-off" date no more
than three business days prior to such Closing Date or such Additional Closing
Date, as the case may be.

       (g)    Opinion of Counsel for the Company. Goodwin Procter LLP, counsel
for the Company, shall have furnished to the Representative, at the request of
the Company, their written opinion, dated the Closing Date or the Additional
Closing Date, as the case may be, and addressed to the Underwriters, in the form
set forth in Annex A hereto.

       (h)    Opinion of Counsel for the Selling Stockholders. Goodwin Procter
LLP, counsel for the Selling Stockholders, shall have furnished to the
Representative, at the request of the Selling Stockholders, their written
opinion, dated the Closing Date or the Additional Closing Date, as the case may
be, and addressed to the Underwriters, in the form set forth in Annex B hereto.

       (i)    Opinion of Counsel for the Underwriters. The Representative shall
have received on and as of the Closing Date or the Additional Closing Date, as
the case may be, an opinion of Davis Polk & Wardwell, counsel for the
Underwriters, with respect to such matters as the Representative may reasonably
request, and such counsel shall have received such documents and information as
they may reasonably request to enable them to pass upon such matters.

       (j)    No Legal Impediment to Sale. No action shall have been taken and
no statute, rule, regulation or order shall have been enacted, adopted or issued
by any federal, state or foreign governmental or regulatory authority that
would, as of the Closing Date or the Additional Closing Date, as the case may
be, prevent the issuance or sale of the Shares; and no injunction or order of
any federal, state or foreign court shall have been issued that would, as of the
Closing Date or the Additional Closing Date, as the case may be, prevent the
sale of the Shares.

       (k)    Good Standing. The Representative shall have received on and as of
the Closing Date or the Additional Closing Date, as the case may be,
satisfactory evidence of the good standing of the Company and its subsidiaries
in their respective jurisdictions of organization and their good standing as
foreign entities in such other jurisdictions as the Representative may
reasonably request, in each case in writing or any standard form of
telecommunication from the appropriate governmental authorities of such
jurisdictions.

       (l)    Lock-up Agreements. The "lock-up" agreements, each substantially
in the form of Annex C hereto, between you and certain shareholders, executive
officers and directors of the




                                                                              23




Company relating to sales and certain other dispositions of shares of Stock or
certain other securities, delivered to you on or before the date hereof, shall
be full force and effect on the Closing Date or the Additional Closing Date, as
the case may be.

       (m)    Additional Documents. On or prior to the Closing Date or the
Additional Closing Date, as the case may be, the Company and the Selling
Stockholders shall have furnished to the Representative such further
certificates and documents as the Representative may reasonably request.

       All opinions, letters, certificates and evidence mentioned above (other
than those referenced in Section 6(g), 6(h), 6(i) or 6(l)) or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the
Underwriters.

       9.     Indemnification and Contribution.

       (a)    Indemnification of the Underwriters by the Company and the Selling
Stockholders. The Company and each Selling Stockholder, jointly and severally,
agree to indemnify and hold harmless each Underwriter, its affiliates, directors
and officers and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with
any suit, action or proceeding or any claim asserted, as such fees and expenses
are incurred), joint or several, that arise out of, or are based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, not misleading, (ii) or any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus (or any
amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time
of Sale Information (including any Time of Sale Information that has
subsequently been amended), or caused by any omission or alleged omission to
state therein a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, in
each case except insofar as such losses, claims, damages or liabilities arise
out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representative expressly for use therein, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in subsection (b)
below.

       (b)    Indemnification of the Company and the Selling Stockholders. Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, its directors, its officers who signed the Registration Statement
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act and each of the
Selling Stockholders to the same extent as the indemnity set forth in paragraph
(a) above, but only with respect to any losses, claims, damages or liabilities
that arise




                                                                              24




out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to such Underwriter furnished to the Company in writing by
such Underwriter through the Representative expressly for use in the
Registration Statement, the Prospectus (or any amendment or supplement thereto),
any Issuer Free Writing Prospectus or any Time of Sale Information, it being
understood and agreed upon that the only such information furnished by any
Underwriter consists of the following information in the Prospectus furnished on
behalf of each Underwriter: (i) the last sentence on the cover page relating to
the delivery of the Shares, (ii) the concession and reallowance figures
appearing in the third paragraph under the caption "Underwriting", and (iii) the
information contained in the twelfth and thirteenth paragraphs under the caption
"Underwriting".

       (c)    Notice and Procedures. If any suit, action, proceeding (including
any governmental or regulatory investigation), claim or demand shall be brought
or asserted against any person in respect of which indemnification may be sought
pursuant to the preceding paragraphs of this Section 9, such person (the
"Indemnified Person") shall promptly notify the person against whom such
indemnification may be sought (the "Indemnifying Person") in writing; provided
that the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 9 except to the extent that it has
been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to
an Indemnified Person otherwise than under this Section 9. If any such
proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person (who
shall not, without the consent of the Indemnified Person, be counsel to the
Indemnifying Person) to represent the Indemnified Person in such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding, as
incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Person unless (i) the Indemnifying Person and
the Indemnified Person shall have mutually agreed to the contrary or (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person. It is understood and agreed
that the Indemnifying Person shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be paid or
reimbursed as they are incurred. Any such separate firm for any Underwriter, its
affiliates, directors and officers and any control persons of such Underwriter
shall be designated in writing by J.P. Morgan Securities Inc., any such separate
firm for the Company, its directors, its officers who signed the Registration
Statement and any control persons of the Company shall be designated in writing
by the Company and any such separate firm for the Selling Stockholders shall be
designated in writing by the Attorney-in-Fact. The Indemnifying Person shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified





                                                                              25



Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such
settlement. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (x) includes an unconditional release of such
Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (y) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

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

       (e)    Limitation on Liability. The Company, the Selling Stockholders and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation (even if the
Selling Stockholders or the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities





                                                                              26



referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim. Notwithstanding
the provisions of this Section 9, in no event shall an Underwriter be required
to contribute any amount in excess of the amount by which the total underwriting
discounts and commissions received by such Underwriter with respect to the
offering of the Shares exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 9 are several in proportion to their respective
purchase obligations hereunder and not joint.

       (f)    Non-Exclusive Remedies. The remedies provided for in this Section
9 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Person at law or in equity.

       10.    Effectiveness of Agreement. This Agreement shall become effective
upon the execution and delivery hereof by the parties.

       11.    Termination. This Agreement may be terminated in the absolute
discretion of the Representative, by notice to the Company and the Selling
Stockholders, if after the execution and delivery of this Agreement and prior to
the Closing Date or, in the case of the Option Shares, prior to the Additional
Closing Date: (i) trading generally shall have been suspended or materially
limited on or by any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of
Trade; (ii) trading of any securities issued or guaranteed by the Company shall
have been suspended on any exchange or in any over-the-counter market; (iii) a
general moratorium on commercial banking activities shall have been declared by
federal or New York State authorities; or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis, either within or outside the United States, that, in the
judgment of the Representative, is material and adverse and makes it
impracticable or inadvisable to proceed with the offering, sale or delivery of
the Shares on the Closing Date or the Additional Closing Date, as the case may
be, on the terms and in the manner contemplated by this Agreement, the Time of
Sale Information and the Prospectus.

       12.    Defaulting Underwriter. (a) If, on the Closing Date or the
Additional Closing Date, as the case may be, any Underwriter defaults on its
obligation to purchase the Shares that it has agreed to purchase hereunder on
such date, the non-defaulting Underwriters may in their discretion arrange for
the purchase of such Shares by other persons satisfactory to the Company and the
Selling Stockholders on the terms contained in this Agreement. If, within 36
hours after any such default by any Underwriter, the non-defaulting Underwriters
do not arrange for the purchase of such Shares, then the Company and the Selling
Stockholders shall be entitled to a further period of 36 hours within which to
procure other persons satisfactory to the non-defaulting Underwriters to




                                                                              27



purchase such Shares on such terms. If other persons become obligated or agree
to purchase the Shares of a defaulting Underwriter, either the non-defaulting
Underwriters or the Company and the Selling Stockholders may postpone the
Closing Date or the Additional Closing Date, as the case may be, for up to five
full business days in order to effect any changes that in the opinion of counsel
for the Company, counsel for the Selling Stockholders or counsel for the
Underwriters may be necessary in the Registration Statement and the Prospectus
or in any other document or arrangement, and the Company agrees to promptly
prepare any amendment or supplement to the Registration Statement and the
Prospectus that effects any such changes. As used in this Agreement, the term
"Underwriter" includes, for all purposes of this Agreement unless the context
otherwise requires, any person not listed in Schedule I hereto that, pursuant to
this Section 12, purchases Shares that a defaulting Underwriter agreed but
failed to purchase.

       (b)    If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters, the Company and the Selling Stockholders as provided in paragraph
(a) above, the aggregate number of Shares that remain unpurchased on the Closing
Date or the Additional Closing Date, as the case may be does not exceed
one-eleventh of the aggregate number of Shares to be purchased on such date,
then the Company and the Selling Stockholders shall have the right to require
each non-defaulting Underwriter to purchase the number of Shares that such
Underwriter agreed to purchase hereunder on such date plus such Underwriter's
pro rata share (based on the number of Shares that such Underwriter agreed to
purchase on such date) of the Shares of such defaulting Underwriter or
Underwriters for which such arrangements have not been made.

       (c)    If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters, the Company and the Selling Stockholders as provided in paragraph
(a) above, the aggregate number of Shares that remain unpurchased on the Closing
Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of
the aggregate amount of Shares to be purchased on such date, or if the Company
and the Selling Stockholders shall not exercise the right described in paragraph
(b) above, then this Agreement or, with respect to any Additional Closing Date,
the obligation of the Underwriters to purchase Shares on the Additional Closing
Date, as the case may be, shall terminate without liability on the part of the
non-defaulting Underwriters. Any termination of this Agreement pursuant to this
Section 12 shall be without liability on the part of the Company and the Selling
Stockholders, except that the Selling Stockholders will continue to be liable
for the payment of expenses as set forth in Section 13 hereof and except that
the provisions of Section 9 hereof shall not terminate and shall remain in
effect.

       (d)    Nothing contained herein shall relieve a defaulting Underwriter of
any liability it may have to the Company, the Selling Stockholders or any
non-defaulting Underwriter for damages caused by its default.

       13.    Payment of Expenses. (a) Whether or not the transactions
contemplated by this Agreement are consummated or this Agreement is terminated,
the Company and the Selling Stockholders will, jointly and severally, pay or
cause to be paid all costs and expenses incident to the performance of their
obligations hereunder, including without limitation, (i) the costs incident






                                                                              28




to the authorization, issuance, sale, preparation and delivery of the Shares and
any taxes payable in that connection; (ii) the costs incident to the
preparation, printing and filing under the Securities Act of the Registration
Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any
Time of Sale Information and the Prospectus (including all exhibits, amendments
and supplements thereto) and the distribution thereof; (iii) the costs of
reproducing and distributing this Agreement; (iv) the fees and expenses of the
Company's counsel and independent accountants, and the Selling Stockholders'
counsel; (v) the fees and expenses incurred in connection with the registration
or qualification and determination of eligibility for investment of the Shares
under the laws of such jurisdictions as the Representative may designate and the
preparation, printing and distribution of a Blue Sky Memorandum (including the
related fees and expenses of counsel for the Underwriters); (vi) the cost of
preparing stock certificates; (vii) the costs and charges of any transfer agent
and any registrar; (viii) all expenses and application fees incurred in
connection with any filing with, and clearance of the offering by, the National
Association of Securities Dealers, Inc.; (ix) all expenses incurred by the
Company in connection with any "road show" presentation to potential investors;
and (x) all expenses and application fees related to the listing of the Shares
on the Exchange. The foregoing shall be without prejudice to any agreement among
the Company and the Selling Stockholders, as among themselves, for the
allocation of expenses relating to the transactions contemplated hereby. Except
as provided in Section 9 hereof and this Section 13, neither the Company nor the
Selling Stockholders shall be responsible for the payment of any expenses of the
Underwriters, including fees and expenses of their counsel.

       (b)    If (i) this Agreement is terminated pursuant to clause (ii) of
Section 11, (ii) the Selling Stockholders for any reason fail to tender the
Shares for delivery to the Underwriters or (iii) the Underwriters decline to
purchase the Shares for any reason permitted under this Agreement (other than
pursuant to clause (i), (iii) or (iv) of Section 11), the Selling Stockholders,
jointly and severally, agree to reimburse the Underwriters for all out-of-pocket
costs and expenses (including the fees and expenses of their counsel) reasonably
incurred by the Underwriters in connection with this Agreement and the offering
contemplated hereby.

       14.    Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and any controlling persons
referred to in Section 9 hereof. Nothing in this Agreement is intended or shall
be construed to give any other person any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
No purchaser of Shares from any Underwriter shall be deemed to be a successor
merely by reason of such purchase.

       15.    Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company, the Selling
Stockholders and the Underwriters contained in this Agreement or made by or on
behalf of the Company, the Selling Stockholders or the Underwriters pursuant to
this Agreement or any certificate delivered pursuant hereto shall survive the
delivery of and payment for the Shares and shall remain in full force and
effect, regardless of any termination of this Agreement or any investigation
made by or on behalf of the Company, the Selling Stockholders or the
Underwriters.




                                                                              29




       16.    Certain Defined Terms. For purposes of this Agreement, (a) except
where otherwise expressly provided, the term "affiliate" has the meaning set
forth in Rule 405 under the Securities Act; (b) the term "business day" means
any day other than a day on which banks are permitted or required to be closed
in New York City; and (c) the term "subsidiary" has the meaning set forth in
Rule 405 under the Securities Act.

       17.    Miscellaneous. (a) Authority of the Representative. Any action by
the Underwriters hereunder may be taken by J.P. Morgan Securities Inc. on behalf
of the Underwriters, and any such action taken by J.P. Morgan Securities Inc.
shall be binding upon the Underwriters.

       (b)    Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the
Underwriters shall be given to the Representative c/o J.P. Morgan Securities
Inc., 277 Park Avenue, New York, New York 10172 (fax: (212) 622-8358);
Attention: Equity Syndicate Desk. Notices to the Company shall be given to it at
UniFirst Corporation, 68 Jonspin Road, Wilmington, Massachusetts 01887, (Fax:
978-657-5663); Attention: John B. Bartlett, Chief Financial Officer, with copies
to Raymond C. Zemlin at Goodwin Proctor LLP, Exchange Place, Boston, MA 02109
(Fax: 617-523-1231). Notices to the Selling Stockholders shall be given to the
Attorney-in-Fact at 51 Paine Avenue, Prides Crossing, MA 01965, (Fax:
978-988-0659); Attention: Cynthia Croatti, with copies to Raymond C. Zemlin at
Goodwin Proctor LLP, Exchange Place, Boston, MA 02109 (Fax: 617-523-1231).

       (c)    Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

       (d)    Counterparts. This Agreement may be signed in counterparts (which
may include counterparts delivered by any standard form of telecommunication),
each of which shall be an original and all of which together shall constitute
one and the same instrument.

       (e)    Amendments or Waivers. No amendment or waiver of any provision of
this Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
parties hereto.

       (f)    Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.







       If the foregoing is in accordance with your understanding, please
indicate your acceptance of this Agreement by signing in the space provided
below.

                                                 Very truly yours,

                                                 UNIFIRST CORPORATION

                                                 By: /s/ Ronald D. Croatti
                                                     ---------------------------
                                                     Name: Ronald D. Croatti
                                                     Title: CEO


                                                 SELLING STOCKHOLDERS

                                                 By: /s/ Cynthia Croatti
                                                     ---------------------------
                                                     Name: Cynthia Croatti
                                                     Title:

                                                 As Attorney-in-Fact acting on
                                                 behalf of each of the Selling
                                                 Stockholders named in
                                                 Schedule II to this Agreement.

Accepted: July 19, 2006


J.P. MORGAN SECURITIES INC.

For itself and on behalf of the
several Underwriters listed
in Schedule I hereto.


By  /s/ Eddy Allegaert
    ---------------------------
    Authorized Signatory
    Eddy Allegaert
    Vice President






                                                                      SCHEDULE I




Underwriters                                                 Number of Shares
- ------------                                                 ----------------

J.P. Morgan Securities Inc............................           2,400,000
Robert W. Baird & Co. Incorporated....................           1,000,000
William Blair & Company, L. L. C......................             400,000
Barrington Research Associates, Inc...................             200,000
                                                                 ---------
     Total............................................           4,000,000









                                                                     SCHEDULE II

                                                    Number of
                                                  Underwritten      Number of
Selling Stockholders:                                Shares:      Option Shares:
- --------------------                              ------------    -------------

The Marie Croatti, FC Trust-2006...............      189,383
The Marie Croatti, CL Trust-2006...............      207,536
Cynthia Croatti................................      429,589
Frederick S. Croatti...........................      547,256
The Frederick S. Croatti Non-GST Trust.........      230,000
The Frederick S. Croatti Non-GST Trust II......      279,148
Cecelia Levenstein.............................      700,000
Trilogy Investment Partners LLC................       70,000
The Marie Croatti QTIP Trust ..................      213,893          200,000
The Croatti Family Limited Partnership.........    1,133,195          400,000
                                                   ---------          -------
         Total.................................    4,000,000          600,000


Attorney-in-Fact for the Selling Stockholders:
- ---------------------------------------------

         Cynthia Croatti







                                                                    SCHEDULE III


Pricing Information
- -------------------

       1.     Price to public: $29.50 per Share.






                                                                     SCHEDULE IV


Free-Writing Prospectus
- -----------------------

     None.