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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 April 17, 2002
                Date of Report (Date of earliest event reported)


                             URBAN OUTFITTERS, INC.
               (Exact Name of Registrant as Specified in Charter)

      Pennsylvania                   0-16999               22-2003332
(State or Other Jurisdiction   (Commission File No.)     (IRS Employer
     of Incorporation)                                 Identification No.)


                    1809 Walnut Street, Philadelphia PA 19103
          (Address of Principal Executive Offices, including Zip Code)


                                 (215) 564-2313
              (Registrant's telephone number, including area code)


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




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Item 5. Other Events

        Urban Outfitters, Inc. (the "Company") is filing as an exhibit hereto an
Underwriting Agreement to be incorporated by reference into its Registration
Statement on Form S-3 (File No. 333-84284), filed on March 14, 2002, and as
amended on March 28, 2002.



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

        (c)  Exhibits:

1.1  Underwriting Agreement, dated April 16, 2002 among the Company, the parties
     identified as Selling Shareholders therein and Credit Suisse First Boston
     Corporation, UBS Warburg LLC, U.S. Bancorp Piper Jaffray Inc., Wedbush
     Morgan Securities Inc., and Investec PMG Capital Corp., as representatives
     of the several underwriters named therein.

                                      -2-


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                                    SIGNATURE

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

                                            URBAN OUTFITTERS, INC.



Date:  April 17, 2002                       By:      /s/ Glen A. Bodzy
                                               --------------------------------
                                               Glen A. Bodzy
                                               Secretary

                                      -3-


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                                 Exhibit Index

1.1  Underwriting Agreement, dated April 16, 2002 among the Company, the parties
     identified as Selling Shareholders therein and Credit Suisse First Boston
     Corporation, UBS Warburg LLC, U.S. Bancorp Piper Jaffray Inc., Wedbush
     Morgan Securities Inc., and Investec PMG Capital Corp., as representatives
     of the several underwriters named therein.

                                      -4-







<PAGE>

                                                                     Exhibit 1.1

                                2,000,000 Shares

                             Urban Outfitters, Inc.

                                  Common Shares

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                  April 16, 2002



CREDIT SUISSE FIRST BOSTON CORPORATION
UBS WARBURG LLC
U.S. BANCORP PIPER JAFFRAY INC.
WEDBUSH MORGAN SECURITIES INC.
INVESTEC PMG CAPITAL CORP.
  As Representatives of the Several Underwriters,
    c/o Credit Suisse First Boston Corporation,
         Eleven Madison Avenue,
           New York, N.Y. 10010-3629

Dear Sirs:

          1.    Introductory. Urban Outfitters, Inc., a Pennsylvania corporation
("Company"), proposes to issue and sell to the Underwriters 1,550,000 of its
Common Shares ("Securities") and the persons named in Schedule A hereto (the
"Selling Shareholders") propose to sell to the Underwriters an aggregate of
450,000 shares of the Securities. The Securities to be sold to the Underwriters
by the Company and the Selling Shareholders are referred to herein as the "Firm
Securities". The Company and certain of the Selling Shareholders also propose to
issue and sell to the Underwriters, at the option of the Underwriters, an
aggregate of not more than 200,000 additional shares ("Optional Securities") of
the Securities as set forth below. The Firm Securities and the Optional
Securities are herein collectively called the "Offered Securities".
 The Company
and each of the Selling Shareholders hereby severally agree with the several
Underwriters named in Schedule B hereto ("Underwriters") as follows:

          2.    Representations and Warranties of the Company and the Selling
Shareholders.

                (a)  The Company represents and warrants to, and agrees with,
the several Underwriters that:

                     (i) A registration statement (No. 333-84284) relating to
          the Offered Securities, including a form of prospectus, has been filed
          with the Securities and Exchange Commission ("Commission") and either
          (A) has been declared effective under the Securities Act of 1933
          ("Act") and is not proposed to be amended or (B) is proposed to be
          amended by amendment or post-effective amendment. If such registration
          statement ("initial registration statement") has been declared
          effective, either (A) an additional registration statement
          ("additional registration statement") relating to the Offered
          Securities may have been filed with the Commission pursuant to Rule
          462(b) ("Rule 462(b)") under the Act and, if so filed, has become
          effective upon filing pursuant to such Rule and the Offered Securities
          all have been duly registered under the Act pursuant to the initial
          registration statement and, if applicable, the additional registration
          statement or (B) such an additional registration statement is proposed
          to be filed with the Commission pursuant to Rule 462(b) and will
          become effective upon filing pursuant


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          to such Rule and upon such filing the Offered Securities will all have
          been duly registered under the Act pursuant to the initial
          registration statement and such additional registration statement. If
          the Company does not propose to amend the initial registration
          statement or if an additional registration statement has been filed
          and the Company does not propose to amend it, and if any
          post-effective amendment to either such registration statement has
          been filed with the Commission prior to the execution and delivery of
          this Agreement, the most recent amendment (if any) to each such
          registration statement has been declared effective by the Commission
          or has become effective upon filing pursuant to Rule 462(c) ("Rule
          462(c)") under the Act or, in the case of the additional registration
          statement, Rule 462(b). For purposes of this Agreement, "Effective
          Time" with respect to the initial registration statement or, if filed
          prior to the execution and delivery of this Agreement, the additional
          registration statement means (A) if the Company has advised the
          Representatives that it does not propose to amend such registration
          statement, the date and time as of which such registration statement,
          or the most recent post-effective amendment thereto (if any) filed
          prior to the execution and delivery of this Agreement, was declared
          effective by the Commission or has become effective upon filing
          pursuant to Rule 462(c), or (B) if the Company has advised the
          Representatives that it proposes to file an amendment or
          post-effective amendment to such registration statement, the date and
          time as of which such registration statement, as amended by such
          amendment or post-effective amendment, as the case may be, is declared
          effective by the Commission. If an additional registration statement
          has not been filed prior to the execution and delivery of this
          Agreement but the Company has advised the Representatives that it
          proposes to file one, "Effective Time" with respect to such additional
          registration statement means the date and time as of which such
          registration statement is filed and becomes effective pursuant to Rule
          462(b). "Effective Date" with respect to the initial registration
          statement or the additional registration statement (if any) means the
          date of the Effective Time thereof. The initial registration
          statement, as amended at its Effective Time, including all material
          incorporated by reference therein, and all information contained in
          the additional registration statement (if any) and deemed to be a part
          of the initial registration statement as of the Effective Time of the
          additional registration statement pursuant to the General Instructions
          of the Form on which it is filed and including all information (if
          any) deemed to be a part of the initial registration statement as of
          its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the
          Act, is hereinafter referred to as the "Initial Registration
          Statement". The additional registration statement, as amended at its
          Effective Time, including the contents of the initial registration
          statement incorporated by reference therein and including all
          information (if any) deemed to be a part of the additional
          registration statement as of its Effective Time pursuant to Rule
          430A(b), is hereinafter referred to as the "Additional Registration
          Statement". The Initial Registration Statement and the Additional
          Registration Statement are herein referred to collectively as the
          "Registration Statements" and individually as a "Registration
          Statement". The form of prospectus relating to the Offered Securities,
          as first filed with the Commission pursuant to and in accordance with
          Rule 424(b) ("Rule 424(b)") under the Act or (if no such filing is
          required) as included in a Registration Statement, including all
          material incorporated by reference in such prospectus, is hereinafter
          referred to as the "Prospectus". No document has been or will be
          prepared or distributed in reliance on Rule 434 under the Act.

                     (ii)   If the Effective Time of the Initial Registration
          Statement is prior to the execution and delivery of this Agreement:
          (A) on the Effective Date of the Initial Registration Statement, the
          Initial Registration Statement conformed in all material respects to
          the requirements of the Act and the rules and regulations of the
          Commission ("Rules and Regulations") and did not include any untrue
          statement of a material fact or omit to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, (B) on the Effective Date of the Additional
          Registration Statement (if any), each Registration Statement
          conformed, or will conform, in all material respects to the
          requirements of the Act and the Rules and Regulations and did not
          include, or will not include, any untrue statement of a material fact
          and did not omit, or will not omit, to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading and (C) on the date of this Agreement, the
          Initial Registration Statement

                                       2


<PAGE>

          and, if the Effective Time of the Additional Registration Statement is
          prior to the execution and delivery of this Agreement, the Additional
          Registration Statement each conforms, and at the time of filing of the
          Prospectus pursuant to Rule 424(b) or (if no such filing is required)
          at the Effective Date of the Additional Registration Statement in
          which the Prospectus is included, each Registration Statement and the
          Prospectus will conform, in all material respects to the requirements
          of the Act and the Rules and Regulations, and neither of such
          documents includes, or will include, any untrue statement of a
          material fact or omits, or will omit, to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading. If the Effective Time of the Initial
          Registration Statement is subsequent to the execution and delivery of
          this Agreement: on the Effective Date of the Initial Registration
          Statement, the Initial Registration Statement and the Prospectus will
          conform in all material respects to the requirements of the Act and
          the Rules and Regulations, neither of such documents will include any
          untrue statement of a material fact or will omit to state any material
          fact required to be stated therein or necessary to make the statements
          therein not misleading, and no Additional Registration Statement has
          been or will be filed. The two preceding sentences do not apply to
          statements in or omissions from a Registration Statement or the
          Prospectus based upon written information furnished to the Company by
          any Underwriter through the Representatives specifically for use
          therein, it being understood and agreed that the only such information
          is that described as such in Section 7(c) hereof.

                     (iii)  The Company has been duly incorporated and is a
          corporation validly subsisting under the laws of the Commonwealth of
          Pennsylvania, with power and authority (corporate and other) to own
          its properties and conduct its business as described in the
          Prospectus; and the Company is duly qualified to do business as a
          foreign corporation in good standing in all other jurisdictions in
          which its ownership or lease of property or the conduct of its
          business requires such qualification, except for such failures to
          qualify or to be in good standing as a foreign corporation that,
          individually or in the aggregate, would not have a material adverse
          effect on the condition (financial or otherwise), business, properties
          or results of operations of the Company and its subsidiaries, taken as
          a whole (a "Material Adverse Effect").

                     (iv)   Each subsidiary of the Company has been duly
          incorporated or organized and is a corporation, limited liability
          company or partnership in good standing or validly subsisting under
          the laws of the jurisdiction of its incorporation or organization,
          with power and authority (corporate and other) to own its properties
          and conduct its business as described in the Prospectus; and each
          subsidiary of the Company is duly qualified to do business as a
          foreign corporation, limited liability company or partnership in good
          standing in all other jurisdictions in which its ownership or lease of
          property or the conduct of its business requires such qualification,
          except for such failures to qualify or be in good standing as a
          foreign corporation, limited liability company or partnership that
          would not have a Material Adverse Effect; all of the issued and
          outstanding capital stock or other equity interest of each subsidiary
          of the Company has been duly authorized and validly issued and is
          fully paid and nonassessable; and the capital stock or other equity
          interest of each subsidiary owned by the Company, directly or through
          subsidiaries, is owned free from liens, encumbrances and defects.

                     (v)    The Offered Securities to be sold by the Company and
          all other outstanding shares of capital stock of the Company have been
          duly authorized; all outstanding shares of capital stock of the
          Company are, and, when such Offered Securities have been delivered and
          paid for in accordance with this Agreement on each Closing Date (as
          defined below), such Offered Securities will have been, validly
          issued, fully paid and nonassessable and will conform in all material
          respects to the description thereof contained in the Prospectus; and
          the shareholders of the Company have no preemptive rights with respect
          to the Securities.

                     (vi)   The Offered Securities to be sold by the Selling
          Shareholders that are currently outstanding have been duly and validly
          issued and are fully paid and non-assessable and will conform in all
          material respects to the description thereof in the Prospectus; the
          unissued Offered Securities to be sold by such Selling Shareholders
          that are issuable upon the exercise of

                                       3


<PAGE>

          options by certain Selling Shareholders (the "Options") have been duly
          and validly authorized and reserved for issuance, and at the time such
          Offered Securities are to be sold by the Selling Shareholders, such
          Offered Securities will be duly and validly issued, fully paid and
          non-assessable and will conform in all material respects to the
          description thereof in the Prospectus.

                     (vii)  Except as disclosed in the Prospectus, there are no
          contracts, agreements or understandings between the Company and any
          person that would give rise to a valid claim against the Company or
          any Underwriter for a brokerage commission, finder's fee or other like
          payment in connection with this offering.

                     (viii) There are no contracts, agreements or understandings
          between the Company and any person granting such person the right to
          require the Company to file a registration statement under the Act
          with respect to any securities of the Company owned or to be owned by
          such person or to require the Company to include such securities in
          the securities registered pursuant to a Registration Statement or in
          any securities being registered pursuant to any other registration
          statement filed by the Company under the Act.

                     (ix)   The Offered Securities have been approved for
          listing on The Nasdaq Stock Market's National Market subject to notice
          of issuance.

                     (x)    No consent, approval, authorization, or order of, or
          filing with, any governmental agency or body or any court is required
          for the consummation of the transactions contemplated by this
          Agreement in connection with the issuance and sale of the Offered
          Securities by the Company, except such as have been obtained and made
          under the Act and such as may be required under state securities laws.

                     (xi)   The execution, delivery and performance of this
          Agreement, and the issuance and sale of the Offered Securities by the
          Company will not (A) result in a breach or violation of any of the
          terms and provisions of, or constitute a default under, any statute,
          any rule, regulation or order of any governmental agency or body or
          any court, domestic or foreign, having jurisdiction over the Company
          or any subsidiary of the Company or any of their properties, or any
          agreement or instrument to which the Company or any such subsidiary is
          a party or by which the Company or any such subsidiary is bound or to
          which any of the properties of the Company or any such subsidiary is
          subject, or (B) result in a breach or violation of any of the terms
          and provisions of the charter or by-laws of the Company or any such
          subsidiary, and the Company has full power and authority to authorize,
          issue and sell the Offered Securities as contemplated by this
          Agreement, except, in the case of clause (A), as would not
          individually or in the aggregate have a Material Adverse Effect.

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

                     (xiii) Except as disclosed in the Prospectus, the Company
          and its subsidiaries have good and marketable title to all real
          properties and all other properties and assets owned by them, in each
          case free from liens, encumbrances and defects that would materially
          affect the value thereof or materially interfere with the use made or
          to be made thereof by them; and except as disclosed in the Prospectus,
          the Company and its subsidiaries hold any leased real or personal
          property under valid and enforceable leases with no exceptions that
          would materially interfere with the use made or to be made thereof by
          them.

                     (xiv)  The Company and its subsidiaries possess adequate
          certificates, authorities or permits issued by appropriate
          governmental agencies or bodies necessary to conduct the business now
          operated by them and have not received any notice of proceedings
          relating to the revocation or modification of any such certificate,
          authority or permit that, if determined adversely

                                       4


<PAGE>

          to the Company or any of its subsidiaries, would individually or in
          the aggregate have a Material Adverse Effect.

                     (xv)     No labor dispute with the employees of the Company
          or any subsidiary exists or, to the knowledge of the Company, is
          imminent that might have a Material Adverse Effect.

                     (xvi)    The Company and its subsidiaries own, possess or
          can acquire on reasonable terms, adequate trademarks, trade names and
          other rights to inventions, know-how, patents, copyrights,
          confidential information and other intellectual property
          (collectively, "intellectual property rights") necessary to conduct
          the business now operated by them, or presently employed by them,
          except where the failure to own or possess or otherwise be able to
          acquire such intellectual property rights would not individually or in
          the aggregate have a Material Adverse Effect; and neither the Company
          nor any subsidiary has received any notice of infringement of or
          conflict with asserted rights of others with respect to any
          intellectual property rights that, if determined adversely to the
          Company or any of its subsidiaries, would individually or in the
          aggregate have a Material Adverse Effect.

                     (xvii)   Except as disclosed in the Prospectus, neither the
          Company nor any of its subsidiaries is in violation of any statute,
          any rule, regulation, decision or order of any governmental agency or
          body or any court, domestic or foreign, relating to the use, disposal
          or release of hazardous or toxic substances or relating to the
          protection or restoration of the environment or human exposure to
          hazardous or toxic substances (collectively, "environmental laws"),
          owns or operates any real property contaminated with any substance
          that is subject to any environmental laws, is liable for any off-site
          disposal or contamination pursuant to any environmental laws, or is
          subject to any claim relating to any environmental laws, which
          violation, contamination, liability or claim would individually or in
          the aggregate have a Material Adverse Effect; and the Company is not
          aware of any pending investigation which might lead to such a claim.

                     (xviii)  Except as disclosed in the Prospectus, there are
          no pending actions, suits or proceedings against or affecting the
          Company, any of its subsidiaries or any of their respective properties
          that, if determined adversely to the Company or any of its
          subsidiaries, would individually or in the aggregate have a Material
          Adverse Effect, or would materially and adversely affect the ability
          of the Company to perform its obligations under this Agreement, or
          which are otherwise material in the context of the sale of the Offered
          Securities; and no such actions, suits or proceedings are threatened
          or, to the Company's knowledge, contemplated.

                     (xix)    The financial statements included in each
          Registration Statement and the Prospectus present fairly the financial
          position of the Company and its consolidated subsidiaries as of the
          dates shown and their results of operations and cash flows for the
          periods shown, and such financial statements have been prepared in
          conformity with the generally accepted accounting principles in the
          United States applied on a consistent basis and the schedules included
          in each Registration Statement present fairly the information required
          to be stated therein.

                     (xx)     Except as disclosed in the Prospectus, since the
          date of the latest audited financial statements included in the
          Prospectus there has been no material adverse change, nor any
          development or event involving a prospective material adverse change,
          in the condition (financial or other), business, properties or results
          of operations of the Company and its subsidiaries taken as a whole,
          and, except as disclosed in or contemplated by the Prospectus, there
          has been no dividend or distribution of any kind declared, paid or
          made by the Company on any class of its capital stock.

                                       5


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                     (xxi)    The Company is subject to the reporting
          requirements of either Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 and files reports with the Commission on the
          Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

                     (xxii)   The Company is not and, after giving effect to the
          offering and sale of the Offered Securities and the application of the
          proceeds thereof as described in the Prospectus, will not be an
          "investment company" as defined in the Investment Company Act of 1940.

                     (xxiii)  The Company has taken all action reasonably
          necessary to enable the Selling Shareholders to deliver and sell the
          Offered Securities to be sold by the Selling Shareholders to the
          Underwriters as contemplated by this Agreement.

                (b)  Each Selling Shareholder, severally and not jointly,
represents and warrants to, and agrees with, the several Underwriters that:

                     (i)      On each Closing Date hereinafter mentioned, such
          Selling Shareholder will have (a) valid and unencumbered title to the
          Offered Securities (other than those Offered Securities, if any, to be
          issued upon exercise of Options) to be sold by such Selling
          Shareholder, (b) valid and unencumbered title to the Options, if any,
          to be exercised in respect of such number of Offered Securities to be
          sold by such Selling Shareholder, (c) assuming due issuance by the
          Company of any such Offered Securities to be issued upon exercise of
          such Options, valid and unencumbered tile to such Offered Securities
          issued upon exercise of such Options to be sold by such Selling
          Shareholder and (d) the legal right and power, and all authorization
          and approval required by law, to enter into this Agreement and to
          sell, transfer and deliver all Offered Securities to be sold by such
          Selling Shareholder.

                     (ii)     If the Effective Time of the Initial Registration
          Statement is prior to the execution and delivery of this Agreement:
          (A) on the Effective Date of the Initial Registration Statement, the
          Initial Registration Statement conformed in all material respects to
          the requirements of the Act and the Rules and Regulations and did not
          include any untrue statement of a material fact or omit to state any
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, (B) on the Effective Date of the
          Additional Registration Statement, (if any), each Registration
          Statement conformed, or will conform, in all material respects to the
          requirements of the Act and the Rules and Regulations and did not
          include, or will not include, any untrue statement of a material fact
          and did not omit, or will not omit, to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, and (C) on the date of this Agreement, the
          Initial Registration Statement and, if the Effective Time of the
          Additional Registration Statement is prior to the execution and
          delivery of this Agreement, the Additional Registration Statement each
          conforms, and at the time of filing of the Prospectus pursuant to Rule
          424(b) or (if no such filing is required) at the Effective Date of the
          Additional Registration Statement in which the Prospectus is included,
          each Registration Statement and the Prospectus will conform, in all
          material respects to the requirements of the Act and the Rules and
          Regulations, and neither of such documents includes, or will include,
          any untrue statement of a material fact or omits, or will omit, to
          state any material fact required to be stated therein or necessary to
          make the statements therein not misleading. If the Effective Time of
          the Initial Registration Statement is subsequent to the execution and
          delivery of this Agreement: on the Effective Date of the Initial
          Registration Statement, the Initial Registration Statement and the
          Prospectus will conform in all material respects to the requirements
          of the Act and the Rules and Regulations, and neither of such
          documents will include any untrue statement of a material fact or will
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading, and no
          Additional Registration Statement has been or will be filed. The
          preceding sentences apply only to the extent that any statements in or
          omissions from a Registration Statement or the Prospectus are based on
          written information furnished to the Company by such Selling
          Shareholder, in his capacity as a Selling Shareholder, specifically
          for use

                                       6


<PAGE>

               therein, it being understood and agreed that the only such
               information is that provided for use under the caption "Principal
               and Selling Shareholders".

                     (iii)    Except as disclosed in the Prospectus, there are
               no contracts, agreements or understandings between such Selling
               Shareholder and any person that would give rise to a valid claim
               against the Company, such Selling Shareholder or any Underwriter
               for a brokerage commission, finder's fee or other like payment in
               connection with this offering.

                     (iv)     No consent, approval, authorization, or order of,
               or filing with, any governmental agency or body or any court is
               required for the consummation of the transactions contemplated by
               this Agreement in connection with the sale of the Offered
               Securities by the Selling Shareholder, except such as have been
               obtained and made under the Act and the Rules and Regulations of
               the Commission thereunder and such as may be required under state
               securities or blue sky laws in connection with the offer and sale
               of the Offered Securities by the Selling Shareholders.

                     (v)      Such Selling Shareholder has taken all actions
               reasonably necessary to enable it to deliver and sell the Offered
               Securities to the Underwriters as contemplated by this Agreement.

                     (vi)     This Agreement has been duly authorized, executed
               and delivered by such Selling Shareholder.

               3. Purchase, Sale and Delivery of Offered Securities. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company and the
Selling Shareholders agree, severally and not jointly, to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company and the Selling Shareholders, at a purchase price of $28.00 per
share, the respective numbers of shares of Firm Securities set forth opposite
the names of the Underwriters in Schedule B hereto.

               The Company and the Selling Shareholders will deliver the Firm
Securities to the Representatives for the accounts of the Underwriters, at the
office of Ballard Spahr Andrews & Ingersoll, LLP, against payment of the
purchase price in Federal (same day) funds by wire transfer to an account of the
Company at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC")
in accordance with the Company's written instructions, at 10:00 A.M., New York
time, on April 22, 2002, or at such other time not later than seven full
business days thereafter as CSFBC and the Company determine, such time being
herein referred to as the "First Closing Date". The Company shall be responsible
for the payment of the purchase price due to the Selling Shareholders hereunder.
For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First
Closing Date (if later than the otherwise applicable settlement date) shall be
the settlement date for payment of funds and delivery of securities for all the
Offered Securities sold pursuant to the offering. The certificates for the Firm
Securities so to be delivered will be in definitive form, in such denominations
and registered in such names as CSFBC requests and will be made available for
checking and packaging at the above office of Ballard Spahr Andrews & Ingersoll,
LLP at least 24 hours prior to the First Closing Date.

               In addition, upon written notice from CSFBC given to the Company
and Messrs. Hayne and Senk (the "Option Securities Holders") from time to time
not more than 30 days subsequent to the date of the Prospectus, the Underwriters
may purchase all or less than all of the Optional Securities at the purchase
price per Security to be paid for the Firm Securities. The Company, Mr. Hayne
and Mr. Senk agree, severally and not jointly, to sell to the Underwriters up to
50,000, 110,000 and 40,000 shares of Optional Securities, respectively, as
specified in such notice and the Underwriters agree, severally and not jointly,
to purchase such Optional Securities. Such Optional Securities shall be
purchased for the account of each Underwriter in the same proportion as the
number of shares of Firm Securities set forth opposite such Underwriter's name
bears to the total number of shares of Firm Securities (subject to adjustment by
CSFBC to eliminate fractions) and may be purchased by the Underwriters only for
the purpose of covering over-allotments made in connection with the sale of the
Firm Securities. No Optional Securities shall be sold or delivered

                                       7


<PAGE>

unless the Firm Securities previously have been, or simultaneously are, sold and
delivered. The right to purchase the Optional Securities or any portion thereof
may be exercised from time to time and to the extent not previously exercised
may be surrendered and terminated at any time upon notice by CSFBC to the
Company and the Options Securities Holders.

                Each time for the delivery of and payment for the Optional
Securities, being herein referred to as an "Optional Closing Date", which may be
the First Closing Date (the First Closing Date and each Optional Closing Date,
if any, being sometimes referred to as a "Closing Date"), shall be determined by
CSFBC but shall be not later than five full business days after written notice
of election to purchase Optional Securities is given. The Company and the
Options Securities Holders will deliver the Optional Securities being purchased
on each Optional Closing Date to the Representatives for the accounts of the
several Underwriters, at the office of Ballard Spahr Andrews & Ingersoll, LLP
against payment of the purchase price therefor in Federal (same day) funds by
wire transfer to an account of the Company at a bank acceptable to CSFBC in
accordance with the Company's written instructions. The Company shall be
responsible for the payment of the purchase price due to the Option Securities
Holders hereunder. The certificates for the Optional Securities being purchased
on each Optional Closing Date will be in definitive form, in such denominations
and registered in such names as CSFBC requests upon reasonable notice prior to
such Optional Closing Date and will be made available for checking and packaging
at the above office of Ballard Spahr Andrews & Ingersoll, LLP at a reasonable
time in advance of such Optional Closing Date.

                4.   Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

                5.   Certain Agreements of the Company and the Selling
Shareholders. The Company and, as specifically set forth below, the Selling
Shareholders, severally and not jointly, each with respect to themselves agree
with the several Underwriters that:

                     (a)    If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, the Company
will file the Prospectus with the Commission pursuant to and in accordance with
subragraph (1) (or, if applicable and if consented to by CSFBC, subparagraph
(4)) of Rule 424(b) not later than the earlier of (A) the second business day
following the execution and delivery of this Agreement or (B) the fifteenth
business day after the Effective Date of the Initial Registration Statement. The
Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b).
If the Effective Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement and an additional registration
statement is necessary to register a portion of the Offered Securities under the
Act but the Effective Time thereof has not occurred as of such execution and
delivery, the Company will file the additional registration statement or, if
filed, will file a post-effective amendment thereto with the Commission pursuant
to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time,
on the date of this Agreement or, if earlier, on or prior to the time the
Prospectus is printed and distributed to any Underwriter, or will make such
filing at such later date as shall have been consented to by CSFBC.

                     (b)    The Company will advise CSFBC promptly of any
proposal to amend or supplement the initial or any additional registration
statement as filed or the related prospectus or the Initial Registration
Statement, the Additional Registration Statement (if any) or the Prospectus and
will not effect such amendment or supplementation without CSFBC's consent (not
to be unreasonably withheld); and the Company will also advise CSFBC promptly of
the effectiveness of each Registration Statement (if its Effective Time is
subsequent to the execution and delivery of this Agreement) and of any amendment
or supplementation of a Registration Statement or the Prospectus and of the
institution by the Commission of any stop order proceedings in respect of a
Registration Statement and will use its best efforts to prevent the issuance of
any such stop order and to obtain as soon as possible its lifting, if issued.

                     (c)    If, at any time when a prospectus relating to the
Offered Securities is required to be delivered under the Act in connection with
sales by any Underwriter or dealer, any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Prospectus
to comply with the Act, the

                                       8


<PAGE>

Company will promptly notify CSFBC of such event and will promptly prepare and
file with the Commission, at its own expense, an amendment or supplement which
will correct such statement or omission or an amendment which will effect such
compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of, any
such amendment or supplement shall constitute a waiver of any of the conditions
set forth in Section 6.

                (d)  As soon as practicable, but not later than the Availability
Date (as defined below), the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12 months
beginning after the Effective Date of the Initial Registration Statement (or, if
later, the Effective Date of the Additional Registration Statement) which will
satisfy the provisions of Section 11(a) of the Act. For the purpose of the
preceding sentence, "Availability Date" means the 45th day after the end of the
fourth fiscal quarter following the fiscal quarter that includes such Effective
Date, except that, if such fourth fiscal quarter is the last quarter of the
Company's fiscal year, "Availability Date" means the 90th day after the end of
such fourth fiscal quarter.

                (e)  The Company will furnish to the Representatives and the
Selling Shareholders copies of each Registration Statement (six of which will be
signed and will include all exhibits), each related preliminary prospectus, and,
so long as a prospectus relating to the Offered Securities is required to be
delivered under the Act in connection with sales by any Underwriter or dealer,
the Prospectus and all amendments and supplements to such documents, in each
case in such quantities as CSFBC requests. The Prospectus shall be so furnished
on or prior to 3:00 P.M., New York time, on the business day following the later
of the execution and delivery of this Agreement or the Effective Time of the
Initial Registration Statement. All other documents shall be so furnished as
soon as available. The Company will pay the expenses of printing and
distributing to the Underwriters all such documents.

                (f)  The Company will arrange for the qualification of the
Offered Securities for sale under the laws of such jurisdictions as CSFBC
designates and will continue such qualifications in effect so long as required
for the distribution.

                (g)  The Company will pay all expenses incident to the
performance of the Company's and the Selling Shareholders', as the case may be,
obligations under this Agreement, for any filing fees and other expenses
(including fees and disbursements of counsel) incurred in connection with
qualification of the Offered Securities for sale under the laws of such
jurisdictions as CSFBC designates and the printing of memoranda relating
thereto, for the filing fee incident to the review by the National Association
of Securities Dealers, Inc. of the Offered Securities, for any travel expenses
of the Company's officers and employees and any other expenses of the Company in
connection with attending or hosting meetings with prospective purchasers of the
Offered Securities and for expenses incurred in distributing preliminary
prospectuses and the Prospectus (including any amendments and supplements
thereto) to the Underwriters.

                (h)  For a period of 90 days after the date of the initial
public offering of the Offered Securities, the Company will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, or
file with the Commission a registration statement under the Act relating to, any
additional shares of its Securities or securities convertible into or
exchangeable or exercisable for any shares of its Securities, or publicly
disclose the intention to make any such offer, sale, pledge, disposition or
filing, without the prior written consent of CSFBC, except the Offered
Securities to be sold by the Company hereunder, grants of employee or
non-employee director stock options pursuant to the terms of a plan in effect on
the date hereof or issuances of Securities pursuant to the exercise of such
options or the exercise of any other employee or non-employee director stock
options outstanding on the date hereof.

                (i)  Each Selling Shareholder agrees to deliver to CSFBC,
attention: Mr. Arthur Glass, Transactions Advisory Group, on or prior to the
First Closing Date a properly completed and executed United States Treasury
Department Form W-9 (or other applicable form or statement specified by Treasury
Department regulations in lieu thereof).

                                       9


<PAGE>

                (j)  If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with sales by
any Underwriter or dealer, a Selling Shareholder has knowledge of any event that
has occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or has knowledge that
it is necessary at any time to amend the Prospectus to comply with the Act, such
Selling Shareholder will promptly notify CSFBC and the Company of such event.

                (k)  Each Selling Shareholder agrees with the several
Underwriters that such Selling Shareholder will pay for any transfer taxes on
the sale by such Selling Shareholder of the Offered Securities to the
Underwriters.

          6.    Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Firm
Securities on the First Closing Date and the Optional Securities to be purchased
on each Optional Closing Date will be subject to the accuracy of the
representations and warranties on the part of the Company and the Selling
Shareholders herein, to the accuracy of the statements of Company officers made
pursuant to the provisions hereof, to the performance by the Company and the
Selling Shareholders of their respective obligations hereunder and to the
following additional conditions precedent:

                (a)  The Representatives shall have received a letter, dated the
date of delivery thereof (which, if the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this Agreement,
shall be on or prior to the date of this Agreement or, if the Effective Time of
the Initial Registration Statement is subsequent to the execution and delivery
of this Agreement, shall be prior to the filing of the amendment or
post-effective amendment to the registration statement to be filed shortly prior
to such Effective Time), of Arthur Andersen LLP confirming that they are
independent public accountants within the meaning of the Act and the applicable
published Rules and Regulations thereunder and stating to the effect that:

                     (i)    in their opinion the financial statements examined
          by them and included in the Registration Statements comply as to form
          in all material respects with the applicable accounting requirements
          of the Act and the related published Rules and Regulations;

                     (ii)   on the basis of a reading of the latest available
          interim financial statements of the Company, inquiries of officials of
          the Company who have responsibility for financial and accounting
          matters and other specified procedures, nothing came to their
          attention that caused them to believe that:

                     (A)    at the date of the latest available balance sheet
                read by such accountants, or at a subsequent specified date not
                more than three business days prior to the date of this
                Agreement, there was any change in the capital stock or any
                increase in short-term indebtedness or long-term debt of the
                Company and its consolidated subsidiaries or, at the date of the
                latest available balance sheet read by such accountants, there
                was any decrease in consolidated net assets, as compared with
                amounts shown on the latest balance sheet included in the
                Prospectus; or

                     (B)    for the period from the closing date of the latest
                income statement included in the Prospectus to the closing date
                of the latest available income statement read by such
                accountants there were any decreases, as compared with the
                corresponding period of the previous year in consolidated net
                sales, net operating income or in the total amounts of
                consolidated income before extraordinary items or net income or,
                if applicable, quarterly per share amounts of consolidated
                income before extraordinary items or net income.

          except in all cases set forth in clause (B) above for changes,
          increases or decreases which the Prospectus discloses have occurred or
          may occur or which are described in such letter; and

                                       10


<PAGE>

                        (iii)    they have compared specified dollar amounts
          (or percentages derived from such dollar amounts) and other financial
          information contained in the Registration Statements (in each case to
          the extent that such dollar amounts, percentages and other financial
          information are derived from the general accounting records of the
          Company and its subsidiaries subject to the internal controls of the
          Company's accounting system or are derived directly from such records
          by analysis or computation) with the results obtained from inquiries,
          a reading of such general accounting records and other procedures
          specified in such letter and have found such dollar amounts,
          percentages and other financial information to be in agreement with
          such results, except as otherwise specified in such letter.

and the Representatives shall have received a letter, dated the date of delivery
thereof (which, if the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement, shall be on or prior to
the date of this Agreement or, if the Effective Time of the Initial Registration
Statement is subsequent to the execution and delivery of this Agreement, shall
be prior to the filing of the amendment or post-effective amendment to the
registration statement to be filed shortly prior to such Effective Time), of
PricewaterhouseCoopers LLP confirming that they are independent public
accountants within the meaning of the Act and the applicable published Rules and
Regulations thereunder and stating to the effect that they have compared
specified dollar amounts (or percentages derived from such dollar amounts) and
other financial information contained in the Registration Statements (in each
case to the extent that such dollar amounts, percentages and other financial
information are derived from the general accounting records of the Company and
its subsidiaries subject to the internal controls of the Company's accounting
system or are derived directly from such records by analysis or computation)
with the results obtained from inquiries, a reading of such general accounting
records and other procedures specified in such letter and have found such dollar
amounts, percentages and other financial information to be in agreement with
such results, except as otherwise specified in such letter.

     For purposes of this subsection, (i) if the Effective Time of the Initial
     Registration Statement is subsequent to the execution and delivery of this
     Agreement, "Registration Statements" shall mean the initial registration
     statement as proposed to be amended by the amendment or post-effective
     amendment to be filed shortly prior to its Effective Time, (ii) if the
     Effective Time of the Initial Registration Statement is prior to the
     execution and delivery of this Agreement but the Effective Time of the
     Additional Registration is subsequent to such execution and delivery,
     "Registration Statements" shall mean the Initial Registration Statement and
     the additional registration statement as proposed to be filed or as
     proposed to be amended by the post-effective amendment to be filed shortly
     prior to its Effective Time, and (iii) "Prospectus" shall mean the
     prospectus included in the Registration Statements. All financial
     statements and schedules included in material incorporated by reference
     into the Prospectus shall be deemed included in the Registration Statements
     for purposes of this subsection.

                   (b)  If the Effective Time of the Initial Registration
Statement is not prior to the execution and delivery of this Agreement, such
Effective Time shall have occurred not later than 10:00 P.M., New York time, on
the date of this Agreement or such later date as shall have been consented to by
CSFBC. If the Effective Time of the Additional Registration Statement (if any)
is not prior to the execution and delivery of this Agreement, such Effective
Time shall have occurred not later than 10:00 P.M., New York time, on the date
of this Agreement or, if earlier, the time the Prospectus is printed and
distributed to any Underwriter, or shall have occurred at such later date as
shall have been consented to by CSFBC. If the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this Agreement,
the Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing
Date, no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company, the Selling Shareholders or the
Representatives, shall be contemplated by the Commission.

                   (c)  Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any development or
event involving a prospective change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as one enterprise which, in the judgment of a majority in
interest of the Underwriters including the Representatives, is material and

                                       11


<PAGE>

adverse and makes it impractical or inadvisable to proceed with completion of
the public offering or the sale of and payment for the Offered Securities; (ii)
any downgrading in the rating of any debt securities of the Company by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt securities
of the Company (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of such
rating); (iii) any change in U.S. or international financial, political or
economic conditions or currency exchange rates or exchange controls as would, in
the judgment of a majority in interest of the Underwriters including the
Representatives, be likely to prejudice materially the success of the proposed
issue, sale or distribution of the Offered Securities, whether in the primary
market or in respect of dealings in the secondary market; (iv) any material
suspension or material limitation of trading in securities generally on the New
York Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Company on any
exchange or in the over-the-counter market; (v) any banking moratorium declared
by U.S. Federal or New York authorities; (vi) any major disruption of
settlements of securities or clearance services in the United States or (vii)
any attack on, outbreak or escalation of hostilities or act of terrorism
involving the United States, any declaration of war by Congress or any other
national or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters including the Representatives, the
effect of any such attack, outbreak, escalation, act, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with completion of the
public offering or the sale of and payment for the Offered Securities.

                   (d)  The Representatives shall have received an opinion,
dated such Closing Date, of Drinker Biddle & Reath LLP, counsel for the Company,
to the effect that:

                        (i)      The Company has been duly incorporated and is a
          corporation validly subsisting under the laws of the Commonwealth of
          Pennsylvania, with corporate power and authority to own its properties
          and conduct its business as described in the Prospectus; and the
          Company is duly qualified to do business as a foreign corporation in
          good standing in all other jurisdictions in which its ownership or
          lease of property or the conduct of its business requires such
          qualification, except where failure to be so qualified would not have
          a Material Adverse Effect;

                        (ii)     Each subsidiary of the Company organized in
          Delaware or Pennsylvania has been duly incorporated or organized and
          is a corporation or limited liability company in good standing or
          validly subsisting under the laws of the jurisdiction of its
          incorporation or formation, with corporate or limited liability
          company power and authority to own its properties and conduct its
          business as described in the Prospectus; and each such subsidiary of
          the Company is duly qualified to do business as a foreign corporation
          in good standing in all other jurisdictions in which its ownership or
          lease of property or the conduct of its business requires such
          qualification, except where failure to be so qualified would not have
          a Material Adverse Effect; all of the issued and outstanding capital
          stock or ownership interests of each such subsidiary of the Company
          has been duly authorized and validly issued and is fully paid and
          nonassessable; and the capital stock or ownership interests of each
          such subsidiary is owned of record by the Company, directly or through
          subsidiaries, and, to the knowledge of counsel, is free from liens,
          encumbrances and defects.

                        (iii)    The Offered Securities delivered on such
          Closing Date have been duly authorized and validly issued, are fully
          paid and nonassessable and conform to the description thereof
          contained in the Prospectus; and the shareholders of the Company have
          no preemptive rights under the charter or by-laws of the Company or
          under applicable law, or, to such counsel's knowledge, otherwise with
          respect to the Securities;

                        (iv)     There are no contracts, agreements or
          understandings known to such counsel between the Company and any
          person granting such person the right to require the Company to file a
          registration statement under the Act with respect to any securities of
          the Company owned or to be owned by such person or to require the
          Company to include such securities in the securities registered
          pursuant to the Registration Statement or in any securities being
          registered pursuant to any other registration statement filed by the
          Company under the Act;

                                       12


<PAGE>

                        (v)      The Company is not and, after giving effect to
          the offering and sale of the Offered Securities and the application of
          the proceeds thereof as described in the Prospectus, will not be an
          "investment company" as defined in the Investment Company Act of 1940.

                        (vi)     No consent, approval, authorization or order
          of, or filing with, any governmental agency or body or any court is
          required for the consummation of the transactions contemplated by this
          Agreement in connection with the issuance or sale of the Offered
          Securities by the Company, except such as have been obtained or made
          under the Act and such as may be required under state securities laws;

                        (vii)    The execution, delivery and performance of this
          Agreement and the issuance and sale of the Offered Securities will not
          (A) result in a breach or violation of any of the terms and provisions
          of, or constitute a default under, any statute, any rule, regulation
          or order of any governmental agency or body or any court having
          jurisdiction over the Company or any subsidiary of the Company
          organized in Delaware or Pennsylvania or any of their properties, or
          any agreement or instrument filed or incorporated by reference as an
          exhibit to the Company's Annual Report on Form 10-K for the fiscal
          year ended January 31, 2002 (the "Form 10-K") or any periodic report
          filed by the Company with the Securities and Exchange Commission
          pursuant to the Securities Act of 1934, as amended, subsequent to the
          filing of the Form 10-K, to which the Company or any such subsidiary
          is a party or by which the Company or any such subsidiary is bound or
          to which any of the properties of the Company or any such subsidiary
          is subject, or (B) result in a breach or violation of any of the terms
          and provisions of the charter or by-laws of the Company or any such
          subsidiary, and the Company has full corporate power and authority to
          authorize, issue and sell the Offered Securities as contemplated by
          this Agreement, except, in the case of clause (A), as would not
          individually or in the aggregate have a Material Adverse Effect;

                        (viii)   Based solely on telephone confirmation with the
          staff of the Securities and Exchange Commission, the Initial
          Registration Statement was declared effective under the Act as of the
          date and time specified in such opinion, the Additional Registration
          Statement (if any) was filed and became effective under the Act as of
          the date and time (if determinable) specified in such opinion, the
          Prospectus either was filed with the Commission pursuant to the
          subparagraph of Rule 424(b) specified in such opinion on the date
          specified therein or was included in the Initial Registration
          Statement or the Additional Registration Statement (as the case may
          be), and, to the best of the knowledge of such counsel, no stop order
          suspending the effectiveness of a Registration Statement or any part
          thereof has been issued and no proceedings for that purpose have been
          instituted or are pending or contemplated under the Act, and each
          Registration Statement and the Prospectus, and each amendment or
          supplement thereto, as of their respective effective or issue dates,
          complied as to form in all material respects with the requirements of
          the Act and the Rules and Regulations; and such counsel does not know
          of any legal or governmental proceedings required to be described in a
          Registration Statement or the Prospectus which are not described as
          required or of any contracts or documents of a character required to
          be described in a Registration Statement or the Prospectus or to be
          filed as exhibits to a Registration Statement which are not described
          and filed as required; it being understood that such counsel need
          express no opinion as to the financial statements or other financial
          data contained in the Registration Statements or the Prospectus; and

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

          In addition, such counsel shall state in such opinion that, although
such counsel has not passed upon or assumed any responsibility for the accuracy,
completeness or fairness of the statements of officers and other representatives
of the Company and, except to the extent otherwise expressly provided in such
opinion, those contained in the Registration Statement and the Prospectus, and
such counsel has not undertaken to verify independently the accuracy or
completeness of the statements of officers and other representatives of the
Company

                                       13


<PAGE>

and, except to the extent otherwise expressly provided in such opinion, those
contained in the Registration Statement and the Prospectus, and therefore, would
not necessarily become aware of any material misstatement of fact or omission to
state a material fact, they have participated in conferences with officers and
other representatives of the Company and its subsidiaries, representatives of
the independent public accountants for the Company and its subsidiaries and
representatives of the Underwriters and its counsel during which the contents of
the Registration Statement were discussed and reviewed and, on the basis of and
subject to the foregoing, nothing came to their attention that caused them to
believe that any part of a Registration Statement or any amendment or supplement
thereto by the Company prior to the Closing Date (other than the financial
statements, footnotes and other financial and related statistical information
included therein, as to which such counsel need make no statement), as of its
effective date or as of such Closing Date, contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus or any amendment or supplement thereto made prior to the Closing Date
(other than the financial statements, footnotes and other financial and related
statistical information included therein, as to which such counsel need make no
statement), as of the date of the Prospectus or any amendment or supplement
thereto or as of such Closing Date, contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

          In rendering such opinion such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
Commonwealth of Pennsylvania, the General Corporation Law of the State of
Delaware or the Federal laws of the United States, to the extent they deem
proper and specified in such opinion, upon the opinion of other counsel who are
reasonably satisfactory to counsel for the Underwriters (which opinion will be
attached thereto), and (B) as to matters of fact, to the extent they deem
proper, on certificates of responsible officers of the Company and public
officials. Such opinion may be limited to the laws of the Commonwealth of
Pennsylvania, the General Corporation Law of the State of Delaware and the
Federal laws of the United States.

          Such counsel shall also state in such opinion that Ballard Spahr
Andrews & Ingersoll, LLP shall be entitled to rely thereon in rendering its
opinion contemplated by Section 6(g).

                   (e)  The Representatives shall have received an opinion,
dated such Closing Date, of Sheppard, Mullin, Richter & Hampton LLP, special
counsel for the Company, to the effect that Urban Outfitters West LLC has been
duly organized and is a limited liability company in good standing under the
laws of the jurisdiction of the State of California, with limited liability
company power and authority to own its properties and conduct its business as
described in the Prospectus; and is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such qualification,
except where failure to be so qualified would not have a Material Adverse
Effect; all of the issued ownership interests of such subsidiary has been duly
authorized and validly issued and is fully paid and nonassessable; and the
ownership interests of such subsidiary is owned of record by the Company,
directly or through subsidiaries, and, to the knowledge of counsel, is free from
liens, encumbrances and defects.

                   (f)  The Representatives shall have received an opinion,
dated such Closing Date, of Drinker Biddle & Reath LLP, counsel for the each of
the Selling Shareholders, to the effect that:

                        (i)      Upon delivery by the Selling Shareholders of
          the Offered Securities to be sold by each of the Selling Shareholders
          (the "Shareholders Shares") to the Underwriters against payment
          therefore as contemplated by this Agreement and registration of the
          Shareholder Shares in the names of the Underwriters in the stock
          records of the Company, the Underwriters will have acquired valid
          title to the Shareholder Shares, free and clear of all adverse claims.
          For purposes of such opinion, counsel shall have assumed that the
          Underwriters will have purchased the Shareholder Shares for value in
          good faith and without notice of any adverse claim in the Shareholder
          Shares and will take possession on such Closing Date of the
          certificates representing the Shareholder Shares and the instruments
          pursuant to which the Selling Shareholders have assigned by effective
          indorsement the Shareholder Shares to the Underwriters. The term
          "adverse claim" as used in such opinion has the meaning given such
          term in Article 8 of the Uniform Commercial Code as adopted in the
          Commonwealth of Pennsylvania (the "UCC") and does not

                                       14


<PAGE>

          include (A) any claim which arises through the Underwriters or any
          person claiming through the Underwriters (such as any security
          interest the Underwriters may have granted in the Shareholder Shares)
          and (B) any adverse claim which would not extinguished upon the
          purchase of the Shareholder Shares by a person who qualifies as a
          "protected purchaser" under Section 8-303 of the UCC. Such counsel
          shall have also assumed that such Underwriters' rights are not limited
          by subsection (c) of the Section 8-302 of the UCC and that the Selling
          Shareholders had valid title to the Shareholders Shares;

                        (ii)     Pursuant to the laws of the Commonwealth of
          Pennsylvania and the United States of America, no consent, approval,
          authorization or order of, or filing with, any governmental agency or
          body or any court is required to be contained or made by the
          Shareholder for the consummation of the transactions contemplated by
          this Agreement in connection with the sale of the Shareholder Shares,
          except such as have been or will be obtained or made under the Act and
          such as may be required under state securities laws;

                        (iii)    The execution, delivery and performance of this
          Agreement and the consummation of the transactions therein
          contemplated will not result in a breach or violation of any material
          Pennsylvania or Federal statute, rule or regulation applicable to the
          Selling Shareholders and the Selling Shareholders; and

                        (iv)     This Agreement has been duly executed and
          delivered by the Selling Shareholders.

          In rendering such opinion such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
Commonwealth of Pennsylvania, the General Corporation Law of the State of
Delaware or the Federal laws of the United States, to the extent they deem
proper and specified in such opinion, upon the opinion of other counsel who are
reasonably satisfactory to counsel for the Underwriters (which opinion will be
attached thereto), and (B) as to matters of fact, to the extent they deem
proper, on certificates of responsible officers of the Company and public
officials. Such opinion may be limited to the laws of the Commonwealth of
Pennsylvania, the General Corporation Law of the State of Delaware and the
Federal laws of the United States.

                   (g)  The Representatives shall have received from Ballard
Spahr Andrews & Ingersoll, LLP, counsel for the Underwriters, such opinion or
opinions, dated such Closing Date, with respect to the incorporation of the
Company, the validity of the Offered Securities delivered on such Closing Date,
the Registration Statements, the Prospectus and other related matters as the
Representatives may reasonably require, and the Company and the Selling
Shareholders shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.

                   (h)  The Representatives shall have received a certificate,
dated such Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers, to the
best of their knowledge after reasonable investigation, shall state that: the
representations and warranties of the Company in this Agreement are true and
correct; 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; no stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; the Additional
Registration Statement (if any) satisfying the requirements of subparagraphs (1)
and (3) of Rule 462(b) was filed pursuant to Rule 462(b), including payment of
the applicable filing fee in accordance with Rule 111(a) or (b) under the Act,
prior to the time the Prospectus was printed and distributed to any Underwriter;
and, subsequent to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change, nor any development or
event involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations of the
Company and its subsidiaries taken as a whole except as set forth in or
contemplated by the Prospectus or as described in such certificate.

                                       15


<PAGE>

                        (i)      The Representatives shall have received a
certificate, dated such Closing Date, of each of the Selling Shareholders which
shall state that: all the representations and warranties of such Selling
Shareholder contained in this Agreement are true and correct on the date hereof
with the same force and effect as if made on and as of the date hereof; and such
Selling Shareholder has complied with all of the agreements and satisfied all
conditions on its part contained in this Agreement and required to be complied
with or satisfied by such Selling Shareholder on or prior to such Closing Date.

                        (j)      The Representatives shall have received a
letter, dated such Closing Date, of Arthur Andersen LLP which meets the
requirements of subsection (a) of this Section, except that the specified date
referred to in such subsection will be a date not more than three days prior to
such Closing Date for the purposes of this subsection.

                        (k)      On or prior to the date of this Agreement, the
Representatives shall have received lockup letters from each of the executive
officers, directors and shareholders of the Company and listed on Schedule C
hereto.

The Company and the Selling Shareholders will furnish the Representatives with
such conformed copies of such opinions, certificates, letters and documents as
the Representatives reasonably request. CSFBC may in its sole discretion waive
on behalf of the Underwriters compliance with any conditions to the obligations
of the Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

                7.      Indemnification and Contribution.

                        (a)      The Company will indemnify and hold harmless
each Underwriter, its partners, directors and officers and each person, if any,
who controls such Underwriter within the meaning of Section 15 of the Act,
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related preliminary prospectus, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives specifically 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
(c) below; and provided, further, that with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from any preliminary
prospectus the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities
concerned, to the extent that a prospectus relating to such Offered Securities
was required to be delivered by such Underwriter under the Act in connection
with such purchase and any such loss, claim, damage or liability of such
Underwriter results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Offered
Securities to such person, a copy of the Prospectus if the Company had
previously furnished copies thereof to such Underwriter.

                        (b)      Each Selling Shareholder will, severally and
not jointly, indemnify and hold harmless each Underwriter, its partners,
directors and officers and each person who controls such Underwriter within the
meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in

                                       16


<PAGE>

light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Selling Shareholder, in his
capacity as a Selling Shareholder, specifically for use therein and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred, it being
understood and agreed that the only such information is that provided for use
under the caption "Principal and Selling Shareholders"; and provided that the
liability under this subsection of each Selling Shareholder shall be limited to
an amount equal to the aggregate gross proceeds, net of underwriting discounts
and commissions before deducting expenses, to such Selling Shareholder from the
sale of Securities sold by such Selling Shareholder hereunder; and provided,
further, that with respect to any untrue statement or alleged untrue statement
in or omission or alleged omission from any preliminary prospectus the indemnity
agreement contained in this subsection (b) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of such Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities, to such person, a copy of
the Prospectus if the Company had previously furnished copies thereof to such
Underwriter.

               (c) Each Underwriter will severally and not jointly indemnify and
hold harmless the Company, its directors and officers and each person, if any
who controls the Company within the meaning of Section 15 of the Act and each
Selling Shareholder, against any losses, claims, damages or liabilities to which
the Company or such Selling Shareholder may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the following information
in the Prospectus furnished on behalf of each Underwriter: the concession and
reallowance figures appearing in the fourth paragraph under the caption
"Underwriting" and the information contained in the eleventh, twelfth and
thirteenth paragraphs under the caption "Underwriting."

               (d) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a), (b) or (c) above. In case any such action
is brought against any indemnified party and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.

                                       17


<PAGE>

               (e) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a), (b) or (c) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a), (b) or (c)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Selling Shareholders on the one hand and the
Underwriters on the other from the offering of the Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Shareholders on the one hand and the Underwriters on the other in
connection with the statements or omissions which 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
Shareholders on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and the Selling Shareholders bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
supplied by the Company, the Selling Shareholders or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (e) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (e). Notwithstanding the provisions of this
subsection (e), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (e) to contribute are several in
proportion to their respective underwriting obligations and not joint.

               (f) The obligations of the Company and the Selling Shareholders
under this Section shall be in addition to any liability which the Company and
the Selling Shareholders may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company, to each officer of the Company who
has signed a Registration Statement and to each person, if any, who controls the
Company within the meaning of the Act.

          8.   Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Offered Securities hereunder on either
the First or any Optional Closing Date and the aggregate number of shares of
Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date,
CSFBC may make arrangements satisfactory to the Company and the Selling
Shareholders for the purchase of such Offered Securities by other persons,
including any of the Underwriters, but if no such arrangements are made by such
Closing Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Underwriters agreed but failed to purchase on
such Closing Date. If any Underwriter or Underwriters so default and the
aggregate number of shares of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to CSFBC, the Company and the Selling Shareholders
for the purchase of such Offered Securities by other persons are not made within
36 hours after such default, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter, the Company or the Selling
Shareholders, except as provided in Section 9 (provided that if such default
occurs with respect to Optional Securities after the First Closing Date, this
Agreement will not terminate as to the Firm Securities or any Optional
Securities purchased prior to such termination). As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

                                       18


<PAGE>

          9.        Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers, of the Selling Shareholders and of
the several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter, the Company,
the Selling Shareholders or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company and the Selling Shareholders shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the Selling
Shareholders and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in clause (iii), (iv), (v), (vi) or (vii) of Section 6(c), the Company and the
Selling Shareholders will reimburse the Underwriters for all out-of-pocket
expenses (including fees and disbursements of counsel) reasonably incurred by
them in connection with the offering of the Offered Securities.

          10.       Notices. All communications hereunder will be in writing
and, if sent to the Underwriters, will be mailed, delivered or telegraphed and
confirmed to the Representatives, c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions
Advisory Group, or, if sent to the Company and the Selling Shareholders, will be
mailed, delivered or telegraphed and confirmed to it at Urban Outfitters, Inc.,
1809 Walnut Street, Philadelphia, PA 19103, Attention: Glen A. Bodzy, Esq.;
provided, however, that any notice to an Underwriter pursuant to Section 7 will
be mailed, delivered or telegraphed and confirmed to such Underwriter.

          11.       Successors and Assignment. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in
Section 7, and no other person will have any right or obligation hereunder.
Notwithstanding the preceding sentence, Richard A. Hayne, in his capacity as a
Selling Shareholder, may assign his rights and obligations hereunder to the
Irrevocable Trust of Richard A. Hayne, the Irrevocable Trust of Elizabeth Van
Vleck, the Hayne Foundation, the Hayne Finance Corporation or the Hayne Family
Limited Partnership I; provided, however, that prior to such assignment, such
entity or entities agree in writing to become a Selling Shareholder hereunder
and become subject to all applicable obligations hereunder, and provided
further, that Richard A. Hayne, in his capacity as a Selling Shareholder, shall
remain responsible for the performance by, and obligations of, such entity or
entities.

          12.       Representation of Underwriters. The Representatives will act
for the several Underwriters in connection with this financing, and any action
under this Agreement taken by the Representatives jointly or by CSFBC will be
binding upon all the Underwriters.

          13.       Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

          14.       Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of laws.

     The Company and the Selling Shareholders hereby submit to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.

                   [SIGNATURES APPEAR ON THE FOLLOWING PAGES.]

                                       19


<PAGE>

     If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company, the
Selling Shareholders and the several Underwriters in accordance with its terms.

                            Very truly yours,

                                 URBAN OUTFITTERS, INC.

                                          By  /s/ Richard A. Hayne
                                             -----------------------------------
                                             Richard A. Hayne, President


                                 /s/ Richard A. Hayne
                                 -----------------------------------
                                 Richard A. Hayne


                                 /s/ Glen T. Senk
                                 -----------------------------------
                                 Glen T. Senk


                                 /s/ Joel S. Lawson, III
                                 -----------------------------------
                                 Joel S. Lawson, III


                                 /s/ Harry S. Cherken, Jr.
                                 -----------------------------------
                                 Harry S. Cherken, Jr.


                                 /s/ Burton M. Sapiro
                                 -----------------------------------
                                 Burton M. Sapiro

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

         Acting on behalf of itself and as the Representative of the several
            Underwriters.

     CREDIT SUISSE FIRST BOSTON CORPORATION

     U.S. BANCORP PIPER JAFFRAY INC.

     UBS WARBURG LLC

     WEDBUSH MORGAN SECURITIES INC.

     INVESTEC PMG CAPITAL CORP.

                                       20


<PAGE>

         Acting on behalf of themselves and as the
          Representatives of the several Underwriters

     By CREDIT SUISSE FIRST BOSTON CORPORATION

      By /s/ David Russell
        --------------------------------
        David Russell, Managing Director

                       [Additional Signature Page Follows]

                                       21


<PAGE>

                                        HAYNE FAMILY LIMITED PARTNERSHIP I

                                        By:  HAYNE INVESTMENT CORPORATION,
                                             its general partner


                                        By: /s/ Richard A. Hayne
                                           -----------------------------------
                                        Name: Richard A. Hayne
                                        Title:  President

                                       22


<PAGE>

                                   SCHEDULE A


<TABLE>
<CAPTION>
                                                                               Number of
Selling Shareholders                                                          Firm Shares
--------------------                                                          -----------
<S>                                                                              <C>
Richard A. Hayne .....................................................           56,000

Hayne Family Limited Partnership I ...................................          300,000

Glen T. Senk .........................................................           50,000

Joel S. Lawson, III ..................................................           22,000

Harry S. Cherken, Jr .................................................           12,000

Burton M. Sapiro .....................................................           10,000

                                                                                -------
                  Total ..............................................          450,000
                                                                                =======
</TABLE>


                                       23


<PAGE>

                                   SCHEDULE B


<TABLE>
<CAPTION>
                                                                                  Number of
         Underwriter                                                           Firm Securities
         -----------                                                           ---------------
<S>                                                                            <C>
Credit Suisse First Boston Corporation .......................................    1,083,180

UBS Warburg LLC ..............................................................      492,355

U.S. Bancorp Piper Jaffray Inc. ..............................................      295,413

Wedbush Morgan Securities Inc. ...............................................       98,471

Investec PMG Capital Corp. ...................................................       30,581

                                                                               ---------------
                           Total .............................................    2,000,000
                                                                               ===============
</TABLE>


                                       24


<PAGE>

                                   SCHEDULE C

                  Persons Who Are to Deliver Lock-Up Agreements

Richard A. Hayne
Scott A. Belair
Harry S. Cherken, Jr.
Kenneth K. Cleeland
Joel S. Lawson III
Burton M. Sapiro
Glen A. Bodzy
Kenneth R. Bull
Stephen A. Feldman
David Frankel
Tedford Marlow
Glen T. Senk
Irrevocable Trust of Richard A. Hayne
Irrevocable Trust of Elizabeth Van Vleck
Hayne Foundation
Hayne Family Limited Partnership I
Hayne Investment Corporation

                                       25