<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1999
    
   
                                                      REGISTRATION NO. 333-71479
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           -------------------------
   
                                AMENDMENT NO. 1
    
   
                                       TO
    
 
                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              JABIL CIRCUIT, INC.
             (Exact name of Registrant as specified in its charter)
 

<TABLE>
<S>                                                    <C>
                      DELAWARE                                              38-1886260
            (State or other jurisdiction                                 (I.R.S. Employer
          of incorporation or organization)                             Identification No.)
</TABLE>

 
                           -------------------------
                           10800 ROOSEVELT BOULEVARD
                         ST. PETERSBURG, FLORIDA 33716
                                 (727) 577-9749
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)
 
                             ROBERT L. PAVER, ESQ.
                         SECRETARY AND GENERAL COUNSEL
                              JABIL CIRCUIT, INC.
                           10800 ROOSEVELT BOULEVARD
                         ST. PETERSBURG, FLORIDA 33716
                                 (727) 577-9749
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
 
                                    COPY TO:
 

<TABLE>
<S>                                                    <C>
             CHESTER E. BACHELLER, ESQ.                                ALAN L. JAKIMO, ESQ.
               ROBERT J. GRAMMIG, ESQ.                                   BROWN & WOOD LLP
                HOLLAND & KNIGHT LLP                                  ONE WORLD TRADE CENTER
               400 NORTH ASHLEY DRIVE                              NEW YORK, NEW YORK 10048-0557
                     SUITE 2300                                        PHONE: (212) 839-5300
                TAMPA, FLORIDA 33602                                    FAX: (212) 839-5599
                PHONE: (813) 227-6431
                 FAX: (813) 229-0134
</TABLE>

 
                           -------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after the effective date of this registration statement.
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
     If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [ ]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering.  [ ]
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
   
    
                           -------------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>   2
 

                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     Set forth below is an estimate (other than the SEC Registration Fee and the
National Association of Securities Dealers, Inc. (the "NASD") Filing Fee) of the
fees and expenses all of which are payable by the Registrant, in connection with
the registration and sale of the securities being registered:
 

<TABLE>
<S>                                                           <C>
Commission Registration Fee.................................  $115,130
NASD Filing Fee.............................................    30,500
NYSE Fee....................................................    54,800
Transfer Agent and Registrar Fees and Expenses..............    10,000
Blue Sky Fees and Expenses..................................     5,000
Legal Fees and Expenses.....................................   225,000
Accounting Fees and Expenses................................    75,000
Printing, Engraving and Mailing Expenses....................   150,000
Miscellaneous...............................................    84,570
                                                              --------
  Total.....................................................  $750,000
                                                              ========
</TABLE>

 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     As authorized by Section 145 of the General Corporation Law of the State of
Delaware ("DGCL"), each director and officer of the Registrant may be
indemnified by the Registrant against expenses (including attorney's fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Registrant if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Registrant, the director or officer may not be indemnified in respect of any
claim, issue or matter as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
a court determines otherwise.
 
     Article Tenth of the Registrant's Certificate of Incorporation provide for
mandatory indemnification of the Registrant's directors, officers and employees
and Article VI of the Registrant's Bylaws provide for permissible
indemnification of other agents to the maximum extent permitted by the DGCL. The
Registrant has entered into Indemnification Agreements with its officers and
directors with further indemnification to the maximum extent permitted by the
DGCL.
 
     The general effect of the foregoing provisions may be to reduce the
circumstances in which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.
 
     Section 6 of the U.S. purchase agreement between the Registrant, the U.S.
underwriters and the selling stockholders and Section 6 of the international
purchase
 
                                      II-1

<PAGE>   3
 
agreement between the Registrant, the international managers and the selling
stockholders each provide for indemnification by the Registrant of the U.S.
underwriters, the international managers and each person, if any, who controls
any U.S. underwriter or international manager, against certain liabilities under
the Securities Act of 1933, as amended (the "Securities Act"). The underwriting
agreement also provides that the U.S. underwriters and the international
managers shall similarly indemnify Jabil, its directors, officers, and
controlling persons, as set forth therein.
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) Exhibits
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               DESCRIPTION
- -------                              -----------
<S>     <C>  <C>
  1.1   --   Form of U.S. Purchase Agreement by and among the Registrant,
             the selling stockholders and the U.S. underwriters.
  1.2   --   Form of International Purchase Agreement by and among the
             Registrant, the selling stockholders and the international
             managers.
  4.8*  --   Specimen certificate representing the common stock.
  5.1   --   Opinion of Holland & Knight LLP.
 23.1+  --   Consent of KPMG LLP.
 24.1+  --   Power of Attorney (set forth on the signature page of this
             registration statement).
</TABLE>

    
 
- -------------------------
 
* Incorporated by reference to the Registration Statement on Form S-1 filed by
  the Registrant on March 3, 1993, (Registration No. 333-58974).
   
+ Previously filed as an exhibit to the Registrant's Registration Statement on
  Form S-3 (Registration No. 333-71479) filed with the Commission on January 29,
  1999, and incorporated herein by reference.
    
 
ITEM 17. UNDERTAKINGS
 
     The Registrant hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule of
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
 
     The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to its Certificate of Incorporation, By-laws, by agreement
or otherwise, the Registrant has been
 
                                      II-2

<PAGE>   4
 
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
     The Registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this Registration Statement in reliance on Rule 430A and contained in a
     form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
     (4) or Rule 497(h) under the Securities Act shall be deemed to be part of
     this Registration Statement as of the time it was declared effective; and
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
                                      II-3

<PAGE>   5
 

                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Petersburg, Florida on March 3, 1999.
    
 
                                          JABIL CIRCUIT, INC.
 
                                          By:     /s/ WILLIAM D. MOREAN
                                             -----------------------------------
                                              Name William D. Morean
                                              Title Chairman of the Board of
                                              Directors
                                              and Chief Executive Officer
 
   
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on March 3, 1999.
    
 
   

<TABLE>
<CAPTION>
                   SIGNATURE                                           TITLE
                   ---------                                           -----
<C>                                               <S>
 
                       *                          Chairman of the Board of Directors and Chief
- ------------------------------------------------  Executive Officer (Principal Executive Officer)
               William D. Morean
 
                       *                          Chief Financial Officer (Principal Financial
- ------------------------------------------------  Officer)
                  Chris Lewis
 
                       *                          Vice Chairman of the Board of Directors
- ------------------------------------------------
               Thomas A. Sansone
 
                       *                          Vice President, Operations and Director
- ------------------------------------------------
                 Ronald J. Rapp
 
                       *                          Director
- ------------------------------------------------
               Lawrence J. Murphy
 
                       *                          Director
- ------------------------------------------------
                 Mel S. Lavitt
 
                       *                          Director
- ------------------------------------------------
               Steven A. Raymund
 
                       *                          Director
- ------------------------------------------------
                Frank A. Newman
 
            *By: /s/ ROBERT L. PAVER
   ------------------------------------------
                Robert L. Paver
                Attorney-in-Fact
</TABLE>

    
 
                                      II-4

<PAGE>   6
 

                               INDEX TO EXHIBITS
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
- -------        -----------
<S>       <C>  <C>
  1.1     --   Form of U.S. Purchase Agreement by and among the Registrant,
               the selling stockholders and the U.S. underwriters.
  1.2     --   Form of International Purchase Agreement by and among the
               Registrant, the selling stockholders and the international
               managers
  4.8*    --   Specimen certificate representing the common stock
  5.1     --   Opinion of Holland & Knight LLP
 23.1+    --   Consent of KPMG LLP
 24.1+    --   Power of Attorney (set forth on the signature page of this
               registration statement)
</TABLE>

    
 
- -------------------------
 
* Incorporated by reference to the Registration Statement on Form S-1 filed by
  the Registrant on March 3, 1993, (Registration No. 333-58974).
 
   
+ Previously filed as an exhibit to the Registrant's Registration Statement on
  Form S-3 (Registration No. 333-71479) filed with the Commission on January 29,
  1999, and incorporated herein by reference.
    
 
                                      II-5





<PAGE>   1
- --------------------------------------------------------------------------------

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



   
                                                                     EXHIBIT 1.1
    






                               JABIL CIRCUIT, INC.
                            (a Delaware corporation)


                        9,000,000 Shares of Common Stock




                             U.S. PURCHASE AGREEMENT















Dated:  March 4, 1999




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

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



<PAGE>   2



                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>      <C>      <C>                                                                                            <C>
SECTION 1.        REPRESENTATIONS AND WARRANTIES..................................................................3
(a)      Representations and Warranties by the Company............................................................4
         (i)      Compliance with Registration Requirements.......................................................4
         (ii)     Incorporated Documents..........................................................................4
         (iii)    Independent Accountants.........................................................................5
         (iv)     Financial Statements............................................................................5
         (v)      No Material Adverse Change in Business..........................................................5
         (vi)     Good Standing of the Company....................................................................5
         (vii)    Good Standing of Subsidiaries...................................................................6
         (viii)   Capitalization..................................................................................6
         (x)      Authorization and Description of Securities.....................................................6
         (xi)     Absence of Defaults and Conflicts...............................................................7
         (xii)    Absence of Labor Dispute........................................................................7
         (xiii)   Absence of Proceedings..........................................................................7
         (xiv)    Accuracy of Exhibits............................................................................8
         (xv)     Possession of Intellectual Property.............................................................8
         (xvi)    Absence of Further Requirements.................................................................8
         (xvii)   Possession of Licenses and Permits..............................................................8
         (xviii)  Title to Property...............................................................................9
         (xix)    Investment Company Act..........................................................................9
         (xx)     Environmental Laws..............................................................................9
         (xxi)    Registration Rights............................................................................10
         (xxii)   Absence of Year 2000 Problem...................................................................10
(b)      Representations and Warranties by the Selling Shareholders..............................................10
         (i)      Accurate Disclosure............................................................................10
         (ii)     Authorization of Agreements....................................................................10
         (iii)    Good and Marketable Title......................................................................11
         (iv)     Due Execution of U.S. Power of Attorney and Custody Agreement..................................11

         (v)      Absence of Manipulation........................................................................11
         (vi)     Absence of Further Requirements................................................................11
         (vii)    Restriction on Sale of Securities..............................................................12
         (viii)   Certificates Suitable for Transfer.............................................................12
         (ix)     No Association with NASD.......................................................................12
(c)      Officer's Certificates..................................................................................12
SECTION 2.        SALE AND DELIVERY TO U.S. UNDERWRITERS; CLOSING................................................12
(a)      Initial Securities......................................................................................13
(b)      Option Securities.......................................................................................13
(c)      Payment.................................................................................................13
(d)      Denominations; Registration.............................................................................14
SECTION 3.        COVENANTS OF THE COMPANY.......................................................................14
(a)      Compliance with Securities Regulations and Commission Requests..........................................14
(b)      Filing of Amendments....................................................................................14
(c)      Delivery of Registration Statements.....................................................................15
(d)      Delivery of Prospectuses................................................................................15
(e)      Continued Compliance with Securities Laws...............................................................15
(f)      Blue Sky Qualifications.................................................................................16
(g)      Rule 158................................................................................................16
(h)      Use of Proceeds.........................................................................................16
(i)      Listing.................................................................................................16
</TABLE>



                                       i

<PAGE>   3



<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>      <C>      <C>                                                                                            <C>
(j)      Restriction on Sale of Securities.......................................................................16
(k)      Reporting Requirements..................................................................................17
SECTION 4.        PAYMENT OF EXPENSES............................................................................17
(a)      Expenses................................................................................................17
(b)      Expenses of the Selling Shareholders....................................................................17
(c)      Termination of Agreement................................................................................17
(d)      Allocation of Expenses..................................................................................18
SECTION 5.        CONDITIONS OF U.S. UNDERWRITERS' OBLIGATIONS...................................................18
(a)      Effectiveness of Registration Statement.................................................................18
(b)      Opinion of Counsel for Company..........................................................................18
(c)      Opinion of Counsel for the Selling Shareholders.........................................................18
(d)      Opinion of Counsel for the Company's Non-U.S. Subsidiaries..............................................18
(e)      Opinion of Patent Counsel for the Company...............................................................18
(f)      Opinion of Counsel for Underwriters.....................................................................19
(g)      Officers' Certificate...................................................................................19
(h)      Certificate of Selling Shareholders.....................................................................19
(i)      Accountant's Comfort Letter.............................................................................20
(j)      Bring-down Comfort Letter...............................................................................20
(k)      Approval of Listing.....................................................................................20
(l)      No Objection............................................................................................20
(m)      Lock-up Agreements......................................................................................20
(n)      Purchase of Initial International Securities............................................................20
(o)      Conditions to Purchase of U.S. Option Securities........................................................20
         (i)      Officers' Certificate..........................................................................20
         (ii)     Certificate of Selling Shareholders. ..........................................................20
         (iii)    Opinion of Counsel for Company.................................................................21
         (iv)     Opinion of Counsel for the Selling Shareholders................................................21
         (v)      Opinion of Counsel for Company's Non-U.S. Subsidiaries.........................................21
         (vi)     Opinion of Patent Counsel for the Company......................................................21
         (vii)    Opinion of Counsel for Underwriters............................................................21
         (viii)   Bring-down Comfort Letter......................................................................21
(p)      Additional Documents....................................................................................21
(q)      Termination of Agreement................................................................................21
SECTION 6.        INDEMNIFICATION................................................................................22
(a)      Indemnification of U.S. Underwriters....................................................................22
(b)      Indemnification of Company, Directors and Officers and Selling Shareholders.............................23
(c)      Actions against Parties; Notification...................................................................23
(d)      Settlement without Consent if Failure to Reimburse......................................................24
(e)      Limitation on Indemnification by Selling Shareholders...................................................24
(f)      Other Agreements with Respect to Indemnification........................................................24
SECTION 7.        CONTRIBUTION...................................................................................24
SECTION 8.        REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.................................26
SECTION 9.        TERMINATION OF AGREEMENT.......................................................................26
(a)      Termination; General....................................................................................26
(b)      Liabilities.............................................................................................26
SECTION 10.       Default by One or More of the U.S. Underwriters................................................26
SECTION 11.       Default by one or more of the Selling Shareholders or the Company..............................27
SECTION 12.       Notices........................................................................................28
SECTION 13.       Parties........................................................................................28
</TABLE>



                                       ii

<PAGE>   4



<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>      <C>      <C>                                                                                            <C>
SECTION 14.       GOVERNING LAW AND TIME.........................................................................28
SECTION 15.       EFFECT OF HEADINGS.............................................................................28
</TABLE>




<TABLE>
         <S>                                                                                                <C>
         SCHEDULES
                  Schedule A - List of Underwriters.........................................................Sch A-1
                  Schedule B - List of Selling Shareholders.................................................Sch B-1
                  Schedule C - Pricing Information..........................................................Sch C-1
                  Schedule D - List of Subsidiaries.........................................................Sch D-1
                  Schedule E - List of Persons subject to Lock-up...........................................Sch E-1

         EXHIBITS
                  Exhibit A - Form of Opinion of Company's Counsel..............................................A-1
                  Exhibit B - Form of Opinion of Selling Shareholder's Counsel..................................B-1
                  Exhibit C - Form of Opinion of Non-U.S. Subsidiaries' Counsel.................................C-1
                  Exhibit D - Form of Opinion of Patent Counsel.................................................D-1
                  Exhibit E - Form of Lock-up Letter............................................................E-1
</TABLE>



                                      iii

<PAGE>   5




                               JABIL CIRCUIT, INC.

                            (a Delaware corporation)

                        9,000,000 Shares of Common Stock

                           (Par Value $.001 Per Share)

                             U.S. PURCHASE AGREEMENT

                                                                   March 4, 1999

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation
Salomon Smith Barney Inc.
C.E. Unterberg, Towbin
Thomas Weisel Partners LLC
   as U.S. Representatives of the several U.S. Underwriters
 c/o  Merrill Lynch & Co.
      Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Ladies and Gentlemen:

Jabil Circuit, Inc., a Delaware corporation (the "Company"), and the persons
listed in Schedule B hereto (the "Selling Shareholders"), confirm their
respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") and each of the other U.S. Underwriters
named in Schedule A hereto (collectively, the "U.S. Underwriters", which term
shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom Merrill Lynch and Donaldson, Lufkin & Jenrette
Securities Corporation, Salomon Smith Barney Inc., C.E. Unterberg, Towbin and
Thomas Weisel Partners LLC are acting as representatives (in such capacity, the
"U.S. Representatives"), with respect to (i) the sale by the Company and the
Selling Shareholders, acting severally and not jointly, and the purchase by the
U.S. Underwriters, acting severally and not jointly, of the respective numbers
of shares of Common Stock, par value $.001 per share, of the Company ("Common
Stock") set forth in Schedules A and B hereto, and (ii) the grant by the Company
and the Selling Shareholders to the U.S. Underwriters, acting severally and not
jointly, of the option described in Section 2(b) hereof to purchase all or any
part of 1,350,000 additional shares of Common Stock to cover over-allotments, if
any. The aforesaid 9,000,000 shares of Common Stock (the "Initial U.S.
Securities") to be purchased by the U.S. Underwriters and all or any part of the
1,350,000 shares



<PAGE>   6


of Common Stock subject to the option described in Section 2(b) hereof (the
"U.S. Option Securities") are hereinafter called, collectively, the "U.S.
Securities".

It is understood that the Company and the Selling Shareholders are concurrently
entering into an agreement dated the date hereof (the "International Purchase
Agreement") providing for the sale by the Company and the Selling Shareholders,
acting severally and not jointly, of an aggregate of 1,500,000 shares of Common
Stock (the "Initial International Securities") outside the United States and
Canada through arrangements with Merrill Lynch International and Donaldson,
Lufkin & Jenrette International, Salomon Brothers International Limited, C.E.
Unterberg, Towbin and Thomas Weisel Partners LLC (the "International Managers")
and the grant by the Company and the Selling Shareholders to the International
Managers, acting severally and not jointly, of an option to purchase all or any
part of the International Managers' pro rata portion of up to 225,000 additional
shares of Common Stock solely to cover over-allotments, if any (the
"International Option Securities" and, together with the U.S. Option Securities,
the "Option Securities"). The Initial International Securities and the
International Option Securities are hereinafter called the "International
Securities". It is understood that the Company and the Selling shareholders are
not obligated to sell and the U.S. Underwriters are not obligated to purchase,
any Initial U.S. Securities unless all of the Initial International Securities
are contemporaneously purchased by the International Managers.

The U.S. Underwriters and the International Managers are hereinafter
collectively called the "Underwriters", the Initial U.S. Securities and the
Initial International Securities are hereinafter collectively called the
"Initial Securities", and the U.S. Securities, and the International Securities
are hereinafter collectively called the "Securities".

The Underwriters will concurrently enter into an Intersyndicate Agreement of
even date herewith (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the Underwriters under the direction
of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (in
such capacity, the "Global Coordinator").

The Company and the Selling Shareholders understand that the U.S. Underwriters
propose to make a public offering of the U.S. Securities as soon as the U.S.
Representatives deem advisable after this Agreement has been executed and
delivered.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-71479) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with the provisions of Rule 430A
("Rule 430A") of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of
the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). Two
forms of prospectus are to be used in connection with the offering and sale of
the Securities: one relating to the U.S. Securities (the "Form of U.S.
Prospectus") and one relating to the International Securities (the "Form of
International Prospectus"). The Form of International Prospectus is identical to
the Form of U.S. Prospectus,



                                       2

<PAGE>   7


except for the front cover and back cover pages and the information under the
caption "Underwriting." The information included in any such prospectus or in
any such Term Sheet, as the case may be, that was omitted from such registration
statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective (a) pursuant to paragraph
(b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to
paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each Form of
U.S. Prospectus and Form of International Prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 Information, that was used
after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto, schedules thereto, if any, and the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The final Form of U.S.
Prospectus and the final Form of International Prospectus, including the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, in the forms first furnished to the Underwriters for use in
connection with the offering of the Securities are herein called the "U.S.
Prospectus" and the "International Prospectus," respectively, and collectively,
the "Prospectuses." If Rule 434 is relied on, the terms "U.S. Prospectus" and
"International Prospectus" shall refer to the preliminary U.S. Prospectus dated
January 29, 1999 and preliminary International Prospectus dated January 29,
1999, respectively, each together with the applicable Term Sheet and all
references in this Agreement to the date of such Prospectuses shall mean the
date of the applicable Term Sheet. For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the U.S.
Prospectus, the International Prospectus or any Term Sheet or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

All references in this Agreement to financial statements and schedules and other
information which is "contained," "included" or "stated" in the Registration
Statement, any preliminary prospectus (including the Form of U.S. Prospectus and
Form of International Prospectus) or the Prospectuses (or other references of
like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is incorporated by reference in the
Registration Statement, any preliminary prospectus (including the Form of U.S.
Prospectus and Form of International Prospectus) or the Prospectuses, as the
case may be; and all references in this Agreement to amendments or supplements
to the Registration Statement, any preliminary prospectus or the Prospectuses
shall be deemed to mean and include the filing of any document under the
Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by
reference in the Registration Statement, such preliminary prospectus or the
Prospectuses, as the case may be.



                                       3

<PAGE>   8


         SECTION 1. Representations and Warranties.

         (a) Representations and Warranties by the Company. The Company
represents and warrants to each U.S. Underwriter as of the date hereof, as of
the Closing Time referred to in Section 2(c) hereof, and as of each Date of
Delivery (if any) referred to in Section 2(b), hereof and agrees with each U.S.
Underwriter, as follows:

                  (i)      Compliance with Registration Requirements. The
         Company meets the requirements for use of Form S-3 under the 1933 Act.
         Each of the Registration Statement and any Rule 462(b) Registration
         Statement has become effective under the 1933 Act and no stop order
         suspending the effectiveness of the Registration Statement or any Rule
         462(b) Registration Statement has been issued under the 1933 Act and no
         proceedings for that purpose have been instituted or are pending or, to
         the knowledge of the Company, are contemplated by the Commission, and
         any request on the part of the Commission for additional information
         has been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at the Closing Time (and, if any U.S. Option
         Securities are purchased, at the Date of Delivery), the Registration
         Statement, the Rule 462(b) Registration Statement and any amendments
         and supplements thereto complied and will comply in all material
         respects with the requirements of the 1933 Act and the 1933 Act
         Regulations and did not and will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.
         Neither of the Prospectuses nor any amendments or supplements thereto
         (including any prospectus wrapper), at the time the Prospectuses or any
         amendments or supplements thereto were issued and at the Closing Time
         (and, if any U.S. Option Securities are purchased, at the Date of
         Delivery), included or will include an untrue statement of a material
         fact or omitted or will omit to state a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading. If Rule 434 is used, the
         Company will comply with the requirements of Rule 434. The
         representations and warranties in this subsection shall not apply to
         statements in or omissions from the Registration Statement or the U.S.
         Prospectus made in reliance upon and in conformity with information
         furnished to the Company in writing by any U.S. Underwriter through the
         U.S. Representatives or by any International Manager expressly for use
         in the Registration Statement or the U.S. Prospectus.

                  Each preliminary prospectus and the prospectuses filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and each preliminary prospectus and the Prospectuses
         delivered to the Underwriters for use in connection with this offering
         was identical to the electronically transmitted copies thereof filed
         with the Commission pursuant to EDGAR, except to the extent permitted
         by Regulation S-T.

                  (ii)     Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectuses, at the time they were or hereafter are filed with
         the Commission, complied and will comply in all material respects with
         the requirements of the 1934 Act and the rules and regulations of



                                       4

<PAGE>   9


         the Commission thereunder (the "1934 Act Regulations"), as applicable,
         and, when read together with the other information in the Prospectuses,
         at the time the Registration Statement became effective, at the time
         the Prospectuses were issued and at the Closing Time (and, if any U.S.
         Option Securities are purchased, at the Date of Delivery), did not and
         will not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading.

                  (iii)    Independent Accountants. The accountants who
         certified the financial statements and supporting schedules included in
         the Registration Statement are independent public accountants as
         required by the 1933 Act and the 1933 Act Regulations.

                  (iv)     Financial Statements. The financial statements
         included in the Registration Statement and the Prospectuses, together
         with the related schedules and notes, present fairly the financial
         position of the Company and its consolidated subsidiaries at the dates
         indicated and the statement of operations, stockholders' equity and
         cash flows of the Company and its consolidated subsidiaries for the
         periods specified; said financial statements have been prepared in
         conformity with generally accepted accounting principles ("GAAP")
         applied on a consistent basis throughout the periods involved. The
         supporting schedules, if any, included in the Registration Statement
         present fairly in accordance with GAAP the information required to be
         stated therein. The selected financial data and the summary financial
         information included in the Prospectuses present fairly the information
         shown therein and have been compiled on a basis consistent with that of
         the audited financial statements included in the Registration
         Statement.

                  (v)      No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectuses, except as otherwise stated therein, (A)
         there has been no material adverse change in the condition, financial
         or otherwise, or in the earnings, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, whether or not arising in the ordinary course of business
         (a "Material Adverse Effect"), (B) there have been no transactions
         entered into by the Company or any of its subsidiaries, other than
         those in the ordinary course of business, which are material with
         respect to the Company and its subsidiaries considered as one
         enterprise, and (C) there has been no dividend or distribution of any
         kind declared, paid or made by the Company on any class of its capital
         stock.

                  (vi)     Good Standing of the Company. The Company has been
         duly organized and is validly existing as a corporation in good
         standing under the laws of the State of Delaware and has corporate
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Prospectuses and to enter into
         and perform its obligations under this Agreement; and the Company is
         duly qualified as a foreign corporation to transact business and is in
         good standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure so to qualify or to
         be in good standing would not result in a Material Adverse Effect.



                                       5

<PAGE>   10


                  (vii)    Good Standing of Subsidiaries. Each "significant
         subsidiary" of the Company (as such term is defined in Rule 1-02 of
         Regulation S-X) (each a "Subsidiary" and, collectively, the
         "Subsidiaries") has been duly organized and is validly existing as a
         corporation in good standing under the laws of the jurisdiction of its
         incorporation, has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectuses and is duly qualified as a foreign corporation to transact
         business and is in good standing in each jurisdiction in which such
         qualification is required, whether by reason of the ownership or
         leasing of property or the conduct of business, except where the
         failure so to qualify or to be in good standing would not result in a
         Material Adverse Effect; except as otherwise disclosed in the
         Registration Statement, all of the issued and outstanding capital stock
         of each such Subsidiary has been duly authorized and validly issued, is
         fully paid and non-assessable and is owned by the Company, directly or
         through subsidiaries, free and clear of any security interest,
         mortgage, pledge, lien, encumbrance, claim or equity; none of the
         outstanding shares of capital stock of any Subsidiary was issued in
         violation of the preemptive or similar rights of any securityholder of
         such Subsidiary. The only subsidiaries of the Company are the
         subsidiaries listed on Schedule D hereto.

                  (viii)   Capitalization. The authorized, issued and
         outstanding capital stock of the Company is as set forth in the
         Prospectuses in the column entitled "Actual" under the caption
         "Capitalization" (except for subsequent issuances, if any, pursuant to
         this Agreement, pursuant to reservations, agreements or employee
         benefit plans referred to in the Prospectuses or pursuant to the
         exercise of convertible securities or options referred to in the
         Prospectuses). The shares of issued and outstanding capital stock,
         including the Securities to be purchased by the U.S. Underwriters from
         the Selling Shareholders, have been duly authorized and validly issued
         and are fully paid and non-assessable; none of the outstanding shares
         of capital stock, including the Securities to be purchased by the U.S.
         Underwriters from the Selling Shareholders, was issued in violation of
         the preemptive or other similar rights of any securityholder of the
         Company.

                  (ix)     Authorization of Agreement. This Agreement and the
         International Purchase Agreement have been duly authorized, executed
         and delivered by the Company.

                  (x)      Authorization and Description of Securities. The
         Securities to be purchased by the U.S. Underwriters and the
         International Managers from the Company have been duly authorized for
         issuance and sale to the U.S. Underwriters pursuant to this Agreement
         and the International Managers pursuant to the International Purchase
         Agreement, respectively, and, when issued and delivered by the Company
         pursuant to this Agreement and the International Purchase Agreement,
         respectively, against payment of the consideration set forth herein and
         the International Purchase Agreement, respectively, will be validly
         issued, fully paid and non-assessable; the Common Stock conforms to all
         statements relating thereto contained in the Prospectuses and such
         description conforms to the rights set forth in the instruments
         defining the same; no holder of the Securities will be subject to
         personal liability by reason of being such a holder; and the issuance
         of the Securities is not subject to the preemptive or other similar
         rights of any securityholder of the Company.



                                       6

<PAGE>   11

   
                  (xi)     Absence of Defaults and Conflicts. Neither the
         Company nor any of its subsidiaries is in violation of its charter or
         by-laws or in default in the performance or observance of any
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease or other agreement or instrument to which the Company or any of
         its subsidiaries is a party or by which it or any of them may be bound,
         or to which any of the property or assets of the Company or any
         subsidiary is subject (collectively, "Agreements and Instruments")
         except for such defaults that would not result in a Material Adverse
         Effect; and the execution, delivery and performance of this Agreement
         and the International Purchase Agreement and the consummation of the
         transactions contemplated in this Agreement, the International Purchase
         Agreement (including the issuance and sale of the Securities) and
         compliance by the Company with its obligations under this Agreement and
         the International Purchase Agreement have been duly authorized by all
         necessary corporate action and do not and will not, whether with or
         without the giving of notice or passage of time or both, conflict with
         or constitute a breach of, or default or Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Company or any
         subsidiary pursuant to, the Agreements and Instruments (except for such
         conflicts, breaches or defaults or liens, charges or encumbrances that
         would not result in a Material Adverse Effect), nor will such action
         result in any violation of the provisions of the charter or by-laws of
         the Company or any subsidiary or any applicable law, statute, rule,
         regulation, judgment, order, writ or decree of any government,
         government instrumentality or court, domestic or foreign, having
         jurisdiction over the Company or any subsidiary or any of their assets,
         properties or operations . As used herein, a "Repayment Event" means
         any event or condition which gives the holder of any note, debenture or
         other evidence of indebtedness (or any person acting on such holder's
         behalf) the right to require the repurchase, redemption or repayment of
         all or a portion of such indebtedness by the Company or any subsidiary.
    

                  (xii)    Absence of Labor Dispute. No labor dispute with the
         employees of the Company or any subsidiary exists or, to the knowledge
         of the Company, is imminent, and the Company is not aware of any
         existing or imminent labor disturbance by the employees of any of its
         or any subsidiary's principal suppliers, manufacturers, customers or
         contractors, which, in either case, may reasonably be expected to
         result in a Material Adverse Effect.

                  (xiii)   Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Company, threatened, against or affecting the
         Company or any subsidiary, which is required to be disclosed in the
         Registration Statement (other than as disclosed therein), or which
         might reasonably be expected to result in a Material Adverse Effect, or
         which might reasonably be expected to affect the properties or assets
         thereof in a manner which would result in a Material Adverse Effect or
         which might reasonably be expected to materially and adversely affect
         the consummation of the transactions contemplated in this Agreement and
         the International Purchase Agreement or the performance by the Company
         of its obligations



                                       7

<PAGE>   12


         hereunder or thereunder; the aggregate of all pending legal or
         governmental proceedings to which the Company or any subsidiary is a
         party or of which any of their respective property or assets is the
         subject which are not described in the Registration Statement,
         including ordinary routine litigation incidental to the business, could
         not reasonably be expected to result in a Material Adverse Effect.

                  (xiv)    Accuracy of Exhibits. There are no contracts or
         documents which are required to be described in the Registration
         Statement, the Prospectuses or the documents incorporated by reference
         therein or to be filed as exhibits thereto which have not been so
         described and filed as required.

                  (xv)     Possession of Intellectual Property. The Company and
         its subsidiaries own or possess, or can acquire on reasonable terms,
         adequate patents, patent rights, licenses, inventions, copyrights,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, and neither the Company
         nor any of its subsidiaries has received any notice or is otherwise
         aware of any infringement of or conflict with asserted rights of others
         with respect to any Intellectual Property or of any facts or
         circumstances which would render any Intellectual Property invalid or
         inadequate to protect the interest of the Company or any of its
         subsidiaries therein, and which infringement or conflict (if the
         subject of any unfavorable decision, ruling or finding) or invalidity
         or inadequacy, singly or in the aggregate, would result in a Material
         Adverse Effect.

                  (xvi)    Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Company of
         its obligations hereunder, in connection with the offering, issuance or
         sale of the Securities under this Agreement and the International
         Purchase Agreement or the consummation of the transactions contemplated
         by this Agreement and the International Purchase Agreement, except such
         as have been already obtained or as may be required under the 1933 Act
         or the 1933 Act Regulations and foreign or state securities or blue sky
         laws.

                  (xvii)   Possession of Licenses and Permits. The Company and
         its subsidiaries possess such permits, licenses, approvals, consents
         and other authorizations (collectively, "Governmental Licenses") issued
         by the appropriate federal, state, local or foreign regulatory agencies
         or bodies necessary to conduct the business now operated by them; the
         Company and its subsidiaries are in compliance with the terms and
         conditions of all such Governmental Licenses, except where the failure
         so to comply would not, singly or in the aggregate, have a Material
         Adverse Effect; all of the Governmental Licenses are valid and in full
         force and effect, except when the invalidity of such Governmental
         Licenses or the failure of such Governmental Licenses to be in full
         force and effect would not have a Material Adverse Effect; and neither
         the Company nor any of its subsidiaries has received any notice of
         proceedings relating to the revocation or modification of any



                                       8

<PAGE>   13


         such Governmental Licenses which, singly or in the aggregate, if the
         subject of an unfavorable decision, ruling or finding, would result in
         a Material Adverse Effect.

                  (xviii)  Title to Property. The Company and its subsidiaries
         have good and marketable title to all real property owned by the
         Company and its subsidiaries and good title to all other properties
         owned by them, in each case, free and clear of all mortgages, pledges,
         liens, security interests, claims, restrictions or encumbrances of any
         kind except such as (a) are described in the Prospectuses or (b) do
         not, singly or in the aggregate, materially affect the value of such
         property and do not interfere with the use made and proposed to be made
         of such property by the Company or any of its subsidiaries; and all of
         the leases and subleases material to the business of the Company and
         its subsidiaries, considered as one enterprise, and under which the
         Company or any of its subsidiaries holds properties described in the
         Prospectuses, are in full force and effect, and neither the Company nor
         any subsidiary has any notice of any material claim of any sort that
         has been asserted by anyone adverse to the rights of the Company or any
         subsidiary under any of the leases or subleases mentioned above, or
         affecting or questioning the rights of the Company or such subsidiary
         to the continued possession of the leased or subleased premises under
         any such lease or sublease that would reasonably be expected to have a
         Material Adverse Effect.

                  (xix)    Investment Company Act. The Company is not, and upon
         the issuance and sale of the Securities as herein contemplated and the
         application of the net proceeds therefrom as described in the
         Prospectuses will not be, an "investment company" or an entity
         "controlled" by an "investment company" as such terms are defined in
         the Investment Company Act of 1940, as amended (the "1940 Act").

                  (xx)     Environmental Laws. Except as described in the
         Registration Statement and except as would not, singly or in the
         aggregate, result in a Material Adverse Effect, (A) neither the Company
         nor any of its subsidiaries is in violation of any federal, state,
         local or foreign statute, law, rule, regulation, ordinance, code,
         policy or rule of common law or any judicial or administrative
         interpretation thereof, including any judicial or administrative order,
         consent, decree or judgment, relating to pollution or protection of
         human health, the environment (including, without limitation, ambient
         air, surface water, groundwater, land surface or subsurface strata) or
         wildlife, including, without limitation, laws and regulations relating
         to the release or threatened release of chemicals, pollutants,
         contaminants, wastes, toxic substances, hazardous substances, petroleum
         or petroleum products (collectively, "Hazardous Materials") or to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of Hazardous Materials (collectively,
         "Environmental Laws"), (B) the Company and its subsidiaries have all
         permits, authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or threatened administrative, regulatory or
         judicial actions, suits, demands, demand letters, claims, liens,
         notices of noncompliance or violation, investigation or proceedings
         relating to any Environmental Law against the Company or any of its
         subsidiaries and (D) there are no events or circumstances that might
         reasonably be expected to form the basis of an order for clean-up or
         remediation, or an action, suit or proceeding by any private party or
         governmental body or agency, against or affecting the



                                       9

<PAGE>   14


         Company or any of its subsidiaries relating to Hazardous Materials or
         any Environmental Laws.

                  (xxi)    Registration Rights. Except for such rights as have
         been duly waived or are described in the Prospectuses, there are no
         persons with registration rights or other similar rights to have any
         securities registered pursuant to the Registration Statement or
         otherwise registered by the Company under the 1933 Act.

                  (xxii)   Absence of Year 2000 Problem. Except as otherwise
         disclosed in the Registration Statement and the Prospectuses and as
         would not result in a Material Adverse Effect, the Company is not aware
         that any specific computer system or program used by the Company or any
         of its customers, suppliers or service providers will fail to operate
         with dates after December 31, 1999.

         (b) Representations and Warranties by the Selling Shareholders. Each
Selling Shareholder represents and warrants, severally and not jointly, to each
U.S. Underwriter as of the date hereof, as of the Closing Time, and, if the
Selling Shareholder is selling U.S. Option Securities on a Date of Delivery, as
of each such Date of Delivery, and agrees with each U.S. Underwriter, as
follows:

                  (i)      Accurate Disclosure. To the best knowledge of such
         Selling Shareholder, the representations and warranties of the Company
         contained in Section 1(a) hereof are true and correct; such Selling
         Shareholder has reviewed and is familiar with the Registration
         Statement and the Prospectuses and neither the Prospectuses nor any
         amendments or supplements thereto includes any untrue statement of a
         material fact or omits to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; such Selling Shareholder is not
         prompted to sell the Securities to be sold by such Selling Shareholder
         hereunder by any information concerning the Company or any subsidiary
         of the Company which is not set forth in the Prospectuses.

                  (ii)     Authorization of Agreements. Each Selling Shareholder
         has the full right, power and authority to enter into this Agreement,
         the International Purchase Agreement, a U.S. Power of Attorney and
         Custody Agreement (the "U.S. Power of Attorney and Custody Agreement")
         and an International Power of Attorney and Custody Agreement (the
         "International Power of Attorney and Custody Agreement") and to sell,
         transfer and deliver the Securities to be sold by such Selling
         Shareholder hereunder and under the International Purchase Agreement.
         The execution and delivery of this Agreement, the International
         Purchase Agreement, the U.S. Power of Attorney and Custody Agreement
         and the International Power of Attorney and Custody Agreement and the
         sale and delivery of the Securities to be sold by such Selling
         Shareholder and the consummation of the transactions contemplated
         herein and in the International Purchase Agreement and compliance by
         such Selling Shareholder with its obligations hereunder and under the
         International Purchase Agreement have been duly authorized by such
         Selling Shareholder and do not and will not, whether with or without
         the giving of notice or passage of time or both, conflict with or
         constitute a breach of, or default under, or result in the creation or
         imposition of any tax, lien, charge or encumbrance upon the Securities
         to be sold by



                                       10

<PAGE>   15


         such Selling Shareholder or any property or assets of such Selling
         Shareholder pursuant to any contract, indenture, mortgage, deed of
         trust, loan or credit agreement, note, license, lease or other
         agreement or instrument to which such Selling Shareholder is a party or
         by which such Selling Shareholder may be bound, or to which any of the
         property or assets of such Selling Shareholder is subject, nor will
         such action result in any violation of the provisions of the charter or
         by-laws or other organizational instrument of such Selling Shareholder,
         if applicable, or any applicable treaty, law, statute, rule,
         regulation, judgment, order, writ or decree of any government,
         government instrumentality or court, domestic or foreign, having
         jurisdiction over such Selling Shareholder or any of its properties.

                  (iii)    Good and Marketable Title. Such Selling Shareholder
         has and will at the Closing Time and, if any U.S. Option Securities are
         purchased, on the Date of Delivery have good and marketable title to
         the Securities to be sold by such Selling Shareholder hereunder, free
         and clear of any security interest, mortgage, pledge, lien, charge,
         claim, equity or encumbrance of any kind, other than pursuant to this
         Agreement and the International Purchase Agreement; and upon delivery
         of such Securities and payment of the purchase price therefor as
         contemplated herein and in the International Purchase Agreement,
         assuming each such U.S. Underwriter or International Manager has no
         notice of any adverse claim, each of the U.S. Underwriters and
         International Managers will receive good and marketable title to the
         Securities purchased by it from such Selling Shareholder, free and
         clear of any security interest, mortgage, pledge, lien, charge, claim,
         equity or encumbrance of any kind.

                  (iv)     Due Execution of U.S. Power of Attorney and Custody
         Agreement. Such Selling Shareholder has duly executed and delivered, in
         the form heretofore furnished to the U.S. Representatives, the U.S.
         Power of Attorney and Custody Agreement with o as attorney-in-fact (the
         "Attorney-in-Fact") and o , as custodian (the "Custodian"); the
         Custodian is authorized to deliver the Securities to be sold by such
         Selling Shareholder hereunder and to accept payment therefor; and the
         Attorney-in-Fact is authorized to execute and deliver this Agreement
         and the certificate referred to in Section 5(h) or that may be required
         pursuant to Sections 5(o) and 5(p) on behalf of such Selling
         Shareholder, to sell, assign and transfer to the U.S. Underwriters the
         Securities to be sold by such Selling Shareholder hereunder, to
         determine the purchase price to be paid by the U.S. Underwriters to
         such Selling Shareholder, as provided in Section 2(a) hereof, to
         authorize the delivery of the Securities to be sold by such Selling
         Shareholder hereunder, to accept payment therefor, and otherwise to act
         on behalf of such Selling Shareholder in connection with this
         Agreement.

                  (v)      Absence of Manipulation. Such Selling Shareholder has
         not taken, and will not take, directly or indirectly, any action which
         is designed to or which has constituted or which might reasonably be
         expected to cause or result in stabilization or manipulation of the
         price of any security of the Company to facilitate the sale or resale
         of the Securities.

                  (vi)     Absence of Further Requirements. No filing with, or
         consent, approval, authorization, order, registration, qualification or
         decree of, any court or governmental



                                       11

<PAGE>   16


         authority or agency, domestic or foreign, is necessary or required for
         the performance by each Selling Shareholder of its obligations
         hereunder or in the U.S. Power of Attorney and Custody Agreement, or in
         connection with the sale and delivery of the Securities hereunder or
         the consummation of the transactions contemplated by this Agreement,
         except such as may have previously been made or obtained or as may be
         required under the 1933 Act or the 1933 Act Regulations or state
         securities laws.

                  (vii)    Restriction on Sale of Securities. During a period of
         90 days from the date of the Prospectuses, such Selling Shareholder
         will not, without the prior written consent of Merrill Lynch, (i)
         offer, pledge, sell, contract to sell, sell any option or contract to
         purchase, purchase any option or contract to sell, grant any option,
         right or warrant to purchase or otherwise transfer or dispose of,
         directly or indirectly, any share of Common Stock or any securities
         convertible into or exercisable or exchangeable for Common Stock or
         file any registration statement under the 1933 Act with respect to any
         of the foregoing or (ii) enter into any swap or any other agreement or
         any transaction that transfers, in whole or in part, directly or
         indirectly, the economic consequence of ownership of the Common Stock,
         whether any such swap or transaction described in clause (i) or (ii)
         above is to be settled by delivery of Common Stock or such other
         securities, in cash or otherwise. The foregoing sentence shall not
         apply to the Securities to be sold hereunder or under the International
         Purchase Agreement.

                  (viii)   Certificates Suitable for Transfer. Certificates for
         all of the Securities to be sold by such Selling Shareholder pursuant
         to this Agreement and the International Purchase Agreement, in suitable
         form for transfer by delivery or accompanied by duly executed
         instruments of transfer or assignment in blank with signatures
         guaranteed, have been placed in custody with the Custodian with
         irrevocable conditional instructions to deliver such Securities to the
         Underwriters pursuant to this Agreement and the International Purchase
         Agreement.

                  (ix)     No Association with NASD. Neither such Selling
         Stockholder nor any of his affiliates directly, or indirectly through
         one or more intermediaries, controls, or is controlled by, or is under
         common control with, or has any other association with (within the
         meaning of Article I, Section 1(m) of the By-laws of the National
         Association of Securities Dealers, Inc.), any member firm of the
         National Association of Securities Dealers, Inc.

         (c) Officer's Certificates. Any certificate signed by any officer of
the Company or any of its subsidiaries delivered to the Global Coordinator, the
U.S. Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each U.S. Underwriter as to the
matters covered thereby; and any certificate signed by or on behalf of the
Selling Shareholders as such and delivered to the Global Coordinator, the U.S.
Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by such Selling Shareholder to each U.S. Underwriter
as to the matters covered thereby.



                                       12

<PAGE>   17


         SECTION 2. Sale and Delivery to U.S. Underwriters; Closing.

         (a) Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company and each Selling Shareholder, severally and not jointly,
agrees to sell to each U.S. Underwriter, severally and not jointly, and each
U.S. Underwriter, severally and not jointly, agrees to purchase from the Company
and each Selling Shareholder, at the price per share set forth in Schedule C,
the number of Initial U.S. Securities set forth in Schedule B opposite the name
of the Company or such Selling Shareholder, as the case may be, which the number
of Initial U.S. Securities set forth in Schedule A opposite the name of such
U.S. Underwriter, plus any additional number of Initial U.S. Securities which
such Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof, bears to the total number of Initial U.S. Securities ,
subject, in each case to adjustments among the U.S. Underwriters as the U.S.
Representatives in their sole discretion shall make to eliminate any sales or
purchases of fractional securities.

         (b) Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company and the Selling Shareholders, acting severally and not
jointly, hereby grant an option to the U.S. Underwriters, severally and not
jointly, to purchase up to an additional 1,350,000 shares of Common Stock, as
set forth in Schedule B, at the price per share set forth in Schedule C, less an
amount per share equal to any dividends or distributions declared by the Company
and payable on the Initial U.S. Securities but not payable on the U.S. Option
Securities. The option hereby granted will expire 30 days after the date hereof
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments which may be made in connection with the offering
and distribution of the Initial U.S. Securities upon notice by the Global
Coordinator to the Company and the Selling Shareholders setting forth the number
of U.S. Option Securities as to which the several U.S. Underwriters are then
exercising the option and the time and date of payment and delivery for such
U.S. Option Securities. Any such time and date of delivery for the U.S. Option
Securities (a "Date of Delivery") shall be determined by the Global Coordinator,
but shall not be later than seven full business days after the exercise of said
option, nor in any event prior to the Closing Time, as hereinafter defined. If
the option is exercised as to all or any portion of the U.S. Option Securities,
each of the U.S. Underwriters, acting severally and not jointly, will purchase,
on a pro rata basis, that proportion of the U.S. Option Securities then being
purchased from the Company and each Selling Shareholder, as set forth in
Schedule B, which the number of Initial U.S. Securities set forth in Schedule A
opposite the name of such U.S. Underwriter bears to the total number of Initial
U.S. Securities, subject in each case to such adjustments as the Global
Coordinator in its discretion shall make to eliminate any sales or purchases of
fractional shares.

         (c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Brown &
Wood LLP, or at such other place as shall be agreed upon by the Global
Coordinator and the Company and the Selling Shareholders, at 9:00 A.M. (Eastern
time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time)
on any given day) business day after the date hereof (unless postponed in
accordance with the provisions of Section 10), or such other time not later than
ten business days after such date as shall be agreed upon by the Global
Coordinator and the Company and the Selling Shareholders (such time and date of
payment and delivery being herein called "Closing Time").



                                       13

<PAGE>   18


         In addition, in the event that any or all of the U.S. Option Securities
are purchased by the U.S. Underwriters, payment of the purchase price for, and
delivery of certificates for, such U.S. Option Securities shall be made at the
above-mentioned offices, or at such other place as shall be agreed upon by the
Global Coordinator and the Company and the Selling Shareholders, on each Date of
Delivery as specified in the notice from the Global Coordinator to the Company
and the Selling Shareholders.

         Payment shall be made to the Company and the Selling Shareholders by
wire transfer of immediately available funds to bank accounts designated by the
Company and the Custodian pursuant to each Selling Shareholder's U.S. Power of
Attorney and Custody Agreement, as the case may be, against delivery to the U.S.
Representatives for the respective accounts of the U.S. Underwriters of
certificates for the U.S. Securities to be purchased by them. It is understood
that each U.S. Underwriter has authorized the U.S. Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial U.S. Securities and the U.S. Option Securities, if any,
which it has agreed to purchase. Merrill Lynch, individually and not as
representative of the U.S. Underwriters, may (but shall not be obligated to)
make payment of the purchase price for the Initial U.S. Securities or the U.S.
Option Securities, if any, to be purchased by any U.S. Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such U.S. Underwriter from
its obligations hereunder.

         (d) Denominations; Registration. Certificates for the Initial U.S.
Securities and the U.S. Option Securities, if any, shall be in such
denominations and registered in such names as the U.S. Representatives may
request in writing at least one full business day before the Closing Time or the
relevant Date of Delivery, as the case may be. The certificates for the Initial
U.S. Securities and the U.S. Option Securities, if any, will be made available
for examination and packaging by the U.S. Representatives in The City of New
York not later than 10:00 A.M. (Eastern time) on the business day prior to the
Closing Time or the relevant Date of Delivery, as the case may be.

         SECTION 3. Covenants of the Company. The Company covenants with each
U.S. Underwriter as follows:

         (a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule 430A
or Rule 434, as applicable, and will notify the Global Coordinator immediately,
and confirm the notice in writing, (i) when any post-effective amendment to the
Registration Statement shall become effective, or any supplement to the
Prospectuses or any amended Prospectuses shall have been filed, (ii) of the
receipt of any comments from the Commission, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectuses or for additional information, and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus, or of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, or of the initiation or,
when known to the Company, threatening of any proceedings for any of such
purposes. The Company will promptly effect the filings necessary pursuant to
Rule 424(b) and will take such steps as it deems necessary to ascertain promptly
whether the form of prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was not, it



                                       14

<PAGE>   19


will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.

         (b) Filing of Amendments. The Company will give the Global Coordinator
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b)), any Term Sheet or any
amendment, supplement or revision to either the prospectus included in the
Registration Statement at the time it became effective or to the Prospectuses,
whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the
Global Coordinator with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the Global Coordinator or counsel for the
Underwriters shall object.

         (c) Delivery of Registration Statements. The Company has furnished or
will deliver to the U.S. Representatives and counsel for the Underwriters,
without charge, signed copies of the Registration Statement as originally filed
and of each amendment thereto (including exhibits filed therewith or
incorporated by reference therein and documents incorporated or deemed to be
incorporated by reference therein) and signed copies of all consents and
certificates of experts, and will also deliver to the U.S. Representatives,
without charge, a conformed copy of the Registration Statement as originally
filed and of each amendment thereto (without exhibits) for each of the U.S.
Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the U.S. Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

         (d) Delivery of Prospectuses. The Company has delivered to each U.S.
Underwriter, without charge, as many copies of each preliminary prospectus as
such U.S. Underwriter reasonably requested, and the Company hereby consents to
the use of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each U.S. Underwriter, without charge, during the period when the
U.S. Prospectus is required to be delivered under the 1933 Act or the 1934 Act,
such number of copies of the U.S. Prospectus (as amended or supplemented) as
such U.S. Underwriter may reasonably request. The U.S. Prospectus and any
amendments or supplements thereto furnished to the U.S. Underwriters will be
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

         (e) Continued Compliance with Securities Laws. The Company will comply
with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act
Regulations so as to permit the completion of the distribution of the Securities
as contemplated in this Agreement, the International Purchase Agreement and in
the Prospectuses. If at any time when a prospectus is required by the 1933 Act
to be delivered in connection with sales of the Securities, any event shall
occur or condition shall exist as a result of which it is necessary, in the
reasonable opinion of counsel for the Underwriters or for the Company, to amend
the Registration Statement or amend or supplement any Prospectus in order that
the Prospectuses will not include any untrue statements of a material fact or
omit to state a material fact necessary in order to make the statements therein
not misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the reasonable opinion
of such counsel, at



                                       15

<PAGE>   20


any such time to amend the Registration Statement or amend or supplement any
Prospectus in order to comply with the requirements of the 1933 Act or the 1933
Act Regulations, the Company will promptly prepare and file with the Commission,
subject to Section 3(b), such amendment or supplement as may be necessary to
correct such statement or omission or to make the Registration Statement or the
Prospectuses comply with such requirements, and the Company will furnish to the
U.S. Underwriters such number of copies of such amendment or supplement as the
U.S. Underwriters may reasonably request.

         (f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the U.S. Underwriters, to qualify the Securities for offering
and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate and
to maintain such qualifications in effect for a period of not less than one year
from the later of the effective date of the Registration Statement and any Rule
462(b) Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Company will
file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect for a period of not less
than one year from the effective date of the Registration Statement and any Rule
462(b) Registration Statement.

         (g) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

         (h) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Securities in the manner specified in the Prospectuses
under "Use of Proceeds".

   
         (i) Listing. The Company will use its best efforts to effect the
listing of the Securities on the New York Stock Exchange and maintain such
listing on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq Stock Market.
    

         (j) Restriction on Sale of Securities. During a period of 90 days from
the date of the Prospectuses, the Company will not, without the prior written
consent of the Global Coordinator, (i) directly or indirectly, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any share of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or file any
registration statement under the 1933 Act with respect to any of the foregoing
or (ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Stock, whether any such swap or transaction described
in clause (i) or (ii) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise. The foregoing sentence shall not apply
to (A) the Securities to be sold hereunder or under the International Purchase
Agreement, (B) any shares of Common Stock issued by the Company upon the
exercise of an option or warrant or the conversion of a



                                       16


<PAGE>   21


security outstanding on the date hereof and referred to in the Prospectuses, (C)
any shares of Common Stock issued or options to purchase Common Stock granted
pursuant to existing employee benefit plans of the Company referred to in the
Prospectuses or (D) any shares of Common Stock issued pursuant to any
non-employee director stock plan or dividend reinvestment plan.

         (k) Reporting Requirements. The Company, during the period when the
Prospectuses are required to be delivered under the 1933 Act or the 1934 Act,
will file all documents required to be filed with the Commission pursuant to the
1934 Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

         SECTION 4. Payment of Expenses.

         (a) Expenses. The Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each
amendment thereto, (ii) the preparation, printing and delivery to the
Underwriters of this Agreement, any Agreement among Underwriters and such other
documents as may be required in connection with the offering, purchase, sale,
issuance or delivery of the Securities, (iii) the preparation, issuance and
delivery of the certificates for the Securities to the Underwriters, including
any stock or other transfer taxes and any stamp or other duties payable upon the
sale, issuance or delivery of the Securities to the Underwriters and the
transfer of the Securities between the U.S. Underwriters and the International
Managers, (iv) the fees and disbursements of the Company's counsel, accountants
and other advisors, (v) the qualification of the Securities under securities
laws in accordance with the provisions of Section 3(f) hereof, including filing
fees and the reasonable fees and disbursements of counsel for the Underwriters
in connection therewith and in connection with the preparation of the Blue Sky
Survey and any supplement thereto, (vi) the printing and delivery to the
Underwriters of copies of each preliminary prospectus, any Term Sheets and of
the Prospectuses and any amendments or supplements thereto, (vii) the
preparation, printing and delivery to the Underwriters of copies of the Blue Sky
Survey and any supplement thereto, (viii) the fees and expenses of any transfer
agent or registrar for the Securities, (ix) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the National Association of Securities Dealers, Inc. (the
"NASD") of the terms of the sale of the Securities and (x) the fees and expenses
incurred in connection with the listing of the Securities on the New York Stock
Exchange.

         (b) Expenses of the Selling Shareholders. The Selling Shareholders,
severally and not jointly, will pay all expenses incident to the performance of
their respective obligations under, and the consummation of the transactions
contemplated by this Agreement, including (i) any stamp duties, capital duties
and stock transfer taxes, if any, payable upon the sale of the Securities to the
U.S. Underwriters, and their transfer between the U.S. Underwriters pursuant to
an agreement between such U.S. Underwriters, and (ii) the fees and disbursements
of their respective counsel and accountants.

         (c) Termination of Agreement. If this Agreement is terminated by the
U.S. Representatives in accordance with the provisions of Section 5(q) or
Section 9(a)(i) hereof, the



                                       17

<PAGE>   22


Company and the Selling Shareholders shall reimburse the U.S. Underwriters for
all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

         (d) Allocation of Expenses. The provisions of this Section shall not
affect any agreement that the Company and the Selling Shareholders may make for
the sharing of such costs and expenses.

         SECTION 5. Conditions of U.S. Underwriters' Obligations. The
obligations of the several U.S. Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Company and the Selling
Shareholders contained in Section 1 hereof or in certificates of any officer of
the Company or any subsidiary of the Company or on behalf of any Selling
Shareholder delivered pursuant to the provisions hereof, to the performance by
the Company of its covenants and other obligations hereunder, and to the
following further conditions:

         (a) Effectiveness of Registration Statement. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at Closing Time no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission, and any request on the part
of the Commission for additional information shall have been complied with to
the reasonable satisfaction of counsel to the Underwriters. A prospectus
containing the Rule 430A Information shall have been filed with the Commission
in accordance with Rule 424(b) (or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with the
requirements of Rule 430A) or, if the Company has elected to rely upon Rule 434,
a Term Sheet shall have been filed with the Commission in accordance with Rule
424(b).

         (b) Opinion of Counsel for Company. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Holland & Knight LLP, counsel for the Company, in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other U.S. Underwriters to the effect set
forth in Exhibit A hereto and to such further effect as counsel to the
Underwriters may reasonably request.

         (c) Opinion of Counsel for the Selling Shareholders. At Closing Time,
the U.S. Representatives shall have received the favorable opinion, dated as of
Closing Time, of --, counsel for the Selling Shareholders, in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other U.S. Underwriters to the effect set
forth in Exhibit B hereto and to such further effect as counsel to the
Underwriters may reasonably request.

         (d) Opinion of Counsel for Non-U.S. Subsidiaries. At Closing Time, the
U.S. Representatives shall have received the favorable opinion, dated as of
Closing Time, of --, counsel for the Company's non-U.S. Subsidiaries, in form
and substance satisfactory to counsel for the Underwriters, together with signed
or reproduced copies of such letter for each of the



                                       18

<PAGE>   23


other U.S. Underwriters to the effect set forth in Exhibit C hereto and to such
further effect as counsel to the Underwriters may reasonably request.

         (e) [Opinion of Patent Counsel for Company. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of --, special patent counsel for the Company, in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other U.S. Underwriters to the effect set
forth in Exhibit D hereto and to such further effect as counsel to the
Underwriters may reasonably request.]

         (f) Opinion of Counsel for Underwriters. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Brown & Wood LLP, counsel for the Underwriters, together with signed or
reproduced copies of such letter for each of the other U.S. Underwriters with
respect to the matters set forth in clauses (i), (ii), (v), (vi) (solely as to
preemptive or other similar rights arising by operation of law or under the
charter or by-laws of the Company), (viii) through (x), inclusive, (xiii), (xv)
(solely as to the information incorporated by reference into the Prospectuses
regarding the description of the Company's Common Stock) and the penultimate
paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the law of the
State of New York, the federal law of the United States and the General
Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the U.S. Representatives. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company and its
subsidiaries and certificates of public officials.

         (g) Officers' Certificate. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectuses, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and the U.S.
Representatives shall have received a certificate of the President or a Vice
President of the Company and of the chief financial or chief accounting officer
of the Company, dated as of Closing Time, to the effect that (i) there has been
no such material adverse change, (ii) the representations and warranties in
Section 1(a) hereof are true and correct with the same force and effect as
though expressly made at and as of Closing Time, (iii) the Company has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or are contemplated by the
Commission.

         (h) Certificate of Selling Shareholders. At Closing Time, the U.S.
Representatives shall have received a certificate of an Attorney-in-Fact on
behalf of each Selling Shareholder, dated as of Closing Time, to the effect that
(i) the representations and warranties of each Selling Shareholder contained in
Section 1(b) hereof are true and correct in all respects with the same force and
effect as though expressly made at and as of Closing Time and (ii) each Selling
Shareholder has complied in all material respects with all agreements and all
conditions on its part to be performed under this Agreement at or prior to
Closing Time.



                                       19

<PAGE>   24


         (i) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the U.S. Representatives shall have received from KPMG LLP a letter
dated such date, in form and substance satisfactory to the U.S. Representatives,
together with signed or reproduced copies of such letter for each of the other
U.S. Underwriters containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in the
Registration Statement and the Prospectuses.

         (j) Bring-down Comfort Letter. At Closing Time, the U.S.
Representatives shall have received from KPMG LLP a letter, dated as of Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (i) of this Section, except that the specified
date referred to shall be a date not more than three business days prior to
Closing Time.

         (k) Approval of Listing. At Closing Time, the Securities shall have
been approved for listing on the New York Stock Exchange, subject only to
official notice of issuance.

         (l) No Objection. The NASD has confirmed that it has not raised any
objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

         (m) Lock-up Agreements. At the date of this Agreement, the U.S.
Representatives shall have received an agreement substantially in the form of
Exhibit E hereto signed by the persons listed on Schedule E hereto.

         (n) Purchase of Initial International Securities. Contemporaneously
with the purchase by the U.S. Underwriters of the Initial U.S. Securities under
this Agreement, the International Managers shall have purchased the Initial
International Securities under the International Purchase Agreement.

         (o) Conditions to Purchase of U.S. Option Securities. In the event that
the U.S. Underwriters exercise their option provided in Section 2(b) hereof to
purchase all or any portion of the U.S. Option Securities, the representations
and warranties of the Company and the Selling Shareholders contained herein and
the statements in any certificates furnished by the Company, any subsidiary of
the Company or the Selling Shareholders hereunder shall be true and correct as
of each Date of Delivery and, at the relevant Date of Delivery, the U.S.
Representatives shall have received:

                  (i)      Officers' Certificate. A certificate, dated such Date
         of Delivery, of the President or a Vice President of the Company and of
         the chief financial or chief accounting officer of the Company
         confirming that the certificate delivered at the Closing Time pursuant
         to Section 5(g) hereof remains true and correct as of such Date of
         Delivery.

                  (ii)     Certificate of Selling Shareholders. A certificate,
         dated such Date of Delivery, of an Attorney-in-Fact on behalf of each
         Selling Shareholder confirming that the certificate delivered at
         Closing Time pursuant to Section 5(h) remains true and correct as of
         such Date of Delivery.


                                       20

<PAGE>   25


                  (iii)    Opinion of Counsel for Company. The favorable opinion
         of Holland & Knight LLP, counsel for the Company, in form and substance
         satisfactory to counsel for the Underwriters, dated such Date of
         Delivery, relating to the U.S. Option Securities to be purchased on
         such Date of Delivery and otherwise to the same effect as the opinion
         required by Section 5(b) hereof.

                  (iv)     Opinion of Counsel for the Selling Shareholders. The
         favorable opinion of --, counsel for the Selling Shareholders, in form
         and substance satisfactory to counsel for the Underwriters, dated such
         Date of Delivery, relating to the U.S. Option Securities to be
         purchased on such Date of Delivery and otherwise to the same effect as
         the opinion required by Section 5(c) hereof.

                  (v)      Opinion of Counsel for the Company's Non-U.S.
         Subsidiaries. The favorable opinion of o, counsel for the Company's
         Non-U.S. Subsidiaries, in form and substance satisfactory to counsel
         for the Underwriters, dated such Date of Delivery, relating to the U.S.
         Option Securities to be purchased on such Date of Delivery and
         otherwise to the same effect as the opinion required by Section 5(d)
         hereof.

                  (vi)     Opinion of Patent Counsel for the Company. The
         favorable opinion of --, patent counsel for the Company, in form and
         substance satisfactory to counsel for the Underwriters, dated such Date
         of Delivery, relating to the U.S. Option Securities to be purchased on
         such Date of Delivery and otherwise to the same effect as the opinion
         required by Section 5(e) hereof.

                  (vii)    Opinion of Counsel for Underwriters. The favorable
         opinion of Brown & Wood LLP, counsel for the Underwriters, dated such
         Date of Delivery, relating to the U.S. Option Securities to be
         purchased on such Date of Delivery and otherwise to the same effect as
         the opinion required by Section 5(f) hereof.

                  (viii)   Bring-down Comfort Letter. A letter from KPMG Peat
         Marwick LLP, in form and substance satisfactory to the U.S.
         Representatives and dated such Date of Delivery, substantially in the
         same form and substance as the letter furnished to the U.S.
         Representatives pursuant to Section 5(j) hereof, except that the
         "specified date" in the letter furnished pursuant to this paragraph
         shall be a date not more than five days prior to such Date of Delivery.

         (p) Additional Documents. At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company and the Selling Shareholders in connection with the
issuance and sale of the Securities as herein contemplated shall be satisfactory
in form and substance to the U.S. Representatives and counsel for the
Underwriters.

         (q) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any



                                       21

<PAGE>   26


condition to the purchase of U.S. Option Securities on a Date of Delivery which
is after the Closing Time, the obligations of the several U.S. Underwriters to
purchase the relevant Option Securities, may be terminated by the U.S.
Representatives by notice to the Company and the Selling Shareholders at any
time at or prior to Closing Time or such Date of Delivery, as the case may be,
and such termination shall be without liability of any party to any other party
except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall
survive any such termination and remain in full force and effect.

         SECTION 6.        Indemnification.

         (a) Indemnification of U.S. Underwriters. The Company and the Selling
Shareholders, jointly and severally, agree to indemnify and hold harmless each
U.S. Underwriter and each person, if any, who controls any U.S. Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), including the
         Rule 430A Information and the Rule 434 Information, if applicable, or
         the omission or alleged omission therefrom of a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any preliminary prospectus or
         the Prospectuses (or any amendment or supplement thereto), or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company; and

   
                  (iii)    against any and all expense whatsoever, as incurred 
         (including the fees and disbursements of counsel chosen by Merrill
         Lynch), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;
    

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
U.S. Underwriter through the U.S. Representatives or by the International
Managers expressly for use in the Registration Statement (or any amendment




                                       22

<PAGE>   27


thereto), including the Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary prospectus or the U.S. Prospectus (or any
amendment or supplement thereto); and provided further that the Company will not
be liable to any U.S. Underwriter with respect to any preliminary U.S.
prospectus to the extent that the Company shall sustain the burden of proving
that any such loss, liability, claim, damage or expense resulted from the fact
that such U.S. Underwriter, in contravention of a requirement of applicable law,
sold Securities to a person to whom such U.S. Underwriter failed to send or
give, at or prior to the Closing Date, a copy of the U.S. Prospectus (or the
U.S. Prospectus as amended or supplemented) if (i) the Company has previously
furnished copies thereof (sufficiently in advance of the Closing Date and in
sufficient quantity to allow for distribution by the Closing Date) to the U.S.
Underwriters and the loss, liability, claim, damage or expense of such U.S.
Underwriter resulted from an untrue statement or omission of a material fact
contained in or omitted from the preliminary U.S. prospectus which was corrected
in the U.S. Prospectus (or the U.S. Prospectus as amended or supplemented) prior
to the Closing Date and such U.S. Prospectus was required by law to be delivered
at or prior to the written confirmation of sale to such person and (ii) such
failure to give or send such U.S. Prospectus by the Closing Date to the party or
parties asserting such loss, liability, claim, damage or expense would have
constituted the sole defense to the claim asserted by such person.

         (b) Indemnification of Company, Directors and Officers and Selling
Shareholders. Each U.S. Underwriter severally agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and
each Selling Shareholder against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary U.S. prospectus or the U.S.
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such U.S.
Underwriter through the U.S. Representatives expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the U.S. Prospectus (or any amendment or supplement thereto).

         (c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the



                                       23

<PAGE>   28


same general allegations or circumstances. No indemnifying party shall, without
the prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 or Section 7 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim 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 any
indemnified party.

   
         (d) Settlement without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for the fees and expenses of counsel which the indemnifying
party is required to pay pursuant to Section 6(a)(iii) and Section 6(b) hereof,
such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party as required hereunder in accordance with
such request prior to the date of such settlement.
    

         (e) Limitation on Indemnification by Selling Shareholders. No Selling
Shareholder shall be responsible pursuant to this Section 6 for the payment of
an amount which exceeds an amount equal to (i) the purchase price per share for
the U.S. Securities to be paid by the several U.S. Underwriters set forth in
Schedule C hereto multiplied by (ii) the number of U.S. Securities sold to the
U.S. Underwriters by such Selling Shareholder hereunder.

         (f) Other Agreements with Respect to Indemnification. The provisions of
this Section shall not affect any agreement among the Company and the Selling
Shareholders with respect to indemnification.

         SECTION 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (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 U.S. Underwriters on the other hand
from the offering of the Securities pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Selling Shareholders on the one hand and of the U.S. Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.



                                       24

<PAGE>   29


The relative benefits received by the Company and the Selling Shareholders on
the one hand and the U.S. Underwriters on the other hand in connection with the
offering of the U.S. Securities pursuant to this Agreement shall be deemed to be
in the same respective proportions as the total net proceeds from the offering
of the U.S. Securities pursuant to this Agreement (before deducting expenses)
received by the Company and the Selling Shareholders and the total underwriting
discount received by the U.S. Underwriters, in each case as set forth on the
cover of the U.S. Prospectus, or, if Rule 434 is used, the corresponding
location on the Term Sheet, bear to the aggregate initial public offering price
of the U.S. Securities as set forth on such cover.

The relative fault of the Company and the Selling Shareholders on the one hand
and the U.S. Underwriters on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Selling Shareholders or by the
U.S. Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

The Company, the Selling Shareholders and the U.S. Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the U.S. Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no U.S. Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the U.S. Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
U.S. Underwriter has otherwise been required to pay by reason of any 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 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls a U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such U.S.
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act, and each Selling Shareholder shall have the same rights to
contribution as the Company. The U.S. Underwriters' respective obligations to
contribute pursuant to this Section 7 are several in proportion to the number of
Initial U.S. Securities set forth opposite their respective names in Schedule A
hereto and not joint.



                                       25

<PAGE>   30


The provisions of this Section shall not affect any agreement among the Company
and the Selling Shareholders with respect to contribution.

         SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any of its
subsidiaries or the Selling Shareholders submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any U.S. Underwriter or controlling person, or by or on behalf
of the Company or the Selling Shareholders, and shall survive delivery of the
Securities to the U.S. Underwriters.

         SECTION 9. Termination of Agreement.

         (a) Termination; General. The U.S. Representatives may terminate this
Agreement, by notice to the Company and the Selling Shareholders, at any time at
or prior to Closing Time (i) if there has been, since the time of execution of
this Agreement or since the respective dates as of which information is given in
the U.S. Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
material adverse change in the financial markets in the United States or the
international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or economic
conditions, in each case the effect of which is such as to make it, in the
judgment of the U.S. Representatives, impracticable to market the Securities or
to enforce contracts for the sale of the Securities, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the
National Association of Securities Dealers, Inc. or any other governmental
authority, or (iv) if a banking moratorium has been declared by either Federal
or New York authorities.

         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

         SECTION 10. Default by One or More of the U.S. Underwriters. If one or
more of the U.S. Underwriters shall fail at Closing Time or a Date of Delivery
to purchase the Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the U.S. Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting U.S. Underwriters, or any other underwriters, to purchase all,
but not less than all, of the Defaulted Securities in such amounts as may be
agreed upon and upon the terms herein set forth; if, however, the U.S.
Representatives shall not have completed such arrangements within such 24-hour
period, then:



                                       26

<PAGE>   31


                  (i)      if the number of Defaulted Securities does not exceed
         10% of the number of U.S. Securities to be purchased on such date, each
         of the non-defaulting U.S. Underwriters shall be obligated, severally
         and not jointly, to purchase the full amount thereof in the proportions
         that their respective underwriting obligations hereunder bear to the
         underwriting obligations of all non-defaulting U.S. Underwriters, or

                  (ii)     if the number of Defaulted Securities exceeds 10% of
         the number of U.S. Securities to be purchased on such date, this
         Agreement or, with respect to any Date of Delivery which occurs after
         the Closing Time, the obligation of the U.S. Underwriters to purchase
         and of the Company to sell the Option Securities to be purchased and
         sold on such Date of Delivery shall terminate without liability on the
         part of any non-defaulting U.S. Underwriter.

No action taken pursuant to this Section shall relieve any defaulting U.S.
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this
Agreement or, in the case of a Date of Delivery which is after the Closing Time,
which does not result in a termination of the obligation of the U.S.
Underwriters to purchase and the Company and the Selling Shareholders to sell
the relevant U.S. Option Securities, as the case may be, either (i) the U.S.
Representatives or (ii) the Company and any Selling Shareholder shall have the
right to postpone Closing Time or the relevant Date of Delivery, as the case may
be, for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements. As used herein, the term "U.S. Underwriter" includes any person
substituted for a U.S. Underwriter under this Section 10.

         SECTION 11. Default by one or more of the Selling Shareholders or the
Company.

         (a) If a Selling Shareholder shall fail at Closing Time or at a Date of
Delivery to sell and deliver the number of Securities which such Selling
Shareholder or Selling Shareholders are obligated to sell hereunder, and the
remaining Selling Shareholder does not exercise the right hereby granted to
increase, pro rata or otherwise, the number of Securities to be sold by him
hereunder to the total number to be sold by all Selling Shareholders as set
forth in Schedule B hereto, then the U.S. Underwriters may, at option of the
U.S. Representatives, by notice from the U.S. Representatives to the Company and
the non-defaulting Selling Shareholder, either (a) terminate this Agreement
without any liability on the fault of any non-defaulting party except that the
provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or
(b) elect to purchase the Securities which the non-defaulting Selling
Shareholder and the Company have agreed to sell hereunder. No action taken
pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting
from liability, if any, in respect of such default.

         In the event of a default by any Selling Shareholder as referred to in
this Section 11, each of the U.S. Representatives, the Company and the
non-defaulting Selling Shareholder shall have the right to postpone Closing Time
or Date of Delivery for a period not exceeding seven days in order to effect any
required change in the Registration Statement or Prospectus or in any other
documents or arrangements.



                                       27

<PAGE>   32


         (b) If the Company shall fail at Closing Time or at the Date of
Delivery to sell the number of Securities that it is obligated to sell
hereunder, then this Agreement shall terminate without any liability on the part
of any nondefaulting party; provided, however, that the provisions of Sections
1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant
to this Section shall relieve the Company from liability, if any, in respect of
such default.

         SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the Global Coordinator at North Tower, World
Financial Center, New York, New York 10281-1201, attention of --; and notices to
the Company shall be directed to it at 10800 Roosevelt Boulevard, St.
Petersburg, Florida 33716, attention of General Counsel.

         SECTION 13. Parties. This Agreement shall each inure to the benefit of
and be binding upon the U.S. Underwriters, the Company and the Selling
Shareholders and their respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the U.S. Underwriters, the Company and the Selling
Shareholders and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the U.S. Underwriters, the Company and the Selling
Shareholders and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities from
any U.S. Underwriter shall be deemed to be a successor by reason merely of such
purchase.

         SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 15. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only
and shall not affect the construction hereof.




                                       28

<PAGE>   33



If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the U.S. Underwriters and the Company in accordance with its terms.


                                           Very truly yours,

                                           JABIL CIRCUIT, INC.



                                           By
                                              ----------------------------------
                                                 Title:




                                           WILLIAM E. MOREAN RESIDUAL TRUST



                                           By
                                              ----------------------------------
                                                 Title:





                                           CHEYENNE HOLDINGS LIMITED PARTNERSHIP



                                           By
                                              ----------------------------------
                                                 Title:





                                           TASAN LIMITED PARTNERSHIP



                                           By
                                              ----------------------------------
                                                 Title:




                                       29

<PAGE>   34



CONFIRMED AND ACCEPTED,
  as of the date first above written:



MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
C.E. UNTERBERG, TOWBIN
THOMAS WEISEL PARTNERS LLC


BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED


By
  --------------------------------------------
              Authorized Signatory


For themselves and as U.S. Representatives of the
other U.S. Underwriters named in Schedule A hereto.



                                       30

<PAGE>   35




                                   SCHEDULE A



<TABLE>
<CAPTION>
                                                                                                   Number of
                                                                                                  Initial U.S.
                  Name of U.S. Underwriter                                                         Securities
                  ------------------------                                                         ----------
<S>                                                                                               <C>
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated................................................................
Donaldson, Lufkin & Jenrette Securities Corporation.....................................
Salomon Smith Barney Inc.
C.E. Unterberg, Towbin
Thomas Weisel Partners LLC




                                                                                                    ---------

Total...................................................................................            9,000,000
                                                                                                    =========
</TABLE>



                                    Sch A - 1

<PAGE>   36



                                   SCHEDULE B


<TABLE>
<CAPTION>
                                                             Number of Initial             Maximum Number of U.S. Option
                                                        U.S. Securities to be Sold             Securities to Be Sold
                                                        --------------------------             ---------------------
<S>                                                     <C>                                <C>
JABIL CIRCUIT, INC.                                               6,000,000

William E. Morean Residual Trust

Cheyenne Holdings Limited Partnership

Tasan Limited Partnership

Total...............................                              9,000,000                           1,350,000
</TABLE>








                                   Sch B - 1

<PAGE>   37



                                   SCHEDULE C

                               JABIL CIRCUIT, INC.

                        9,000,000 Shares of Common Stock

                           (Par Value $.001 Per Share)




                  1. The initial public offering price per share for the
         Securities, determined as provided in said Section 2, shall be $--.

                  2. The purchase price per share for the U.S. Securities to be
         paid by the several U.S. Underwriters shall be $--, being an amount
         equal to the initial public offering price set forth above less $-- per
         share; provided that the purchase price per share for any U.S. Option
         Securities purchased upon the exercise of the over-allotment option
         described in Section 2(b) shall be reduced by an amount per share equal
         to any dividends or distributions declared by the Company and payable
         on the Initial U.S. Securities but not payable on the U.S. Option
         Securities.



                                   Sch C - 1

<PAGE>   38


   
                            U.S. PURCHASE AGREEMENT
    


                                   SCHEDULE D

                             [List of subsidiaries]

   

<TABLE>
<CAPTION>
                                              COUNTRY OF    
NAME OF ENTITY                               INCORPORATION      % OF OWNERSHIP
- ---------------------------------------      -------------      --------------

<S>                                          <C>                <C>
Jabil Circuit of Michigan, Inc.              Michigan           100% Owned by Jabil Circuit, Inc.
1700 Atlantic Boulevard
Metro North Technology Park
Auburn Hills, Michigan 48326

Jabil Circuit de Mexico, S.A. de C.V.        Mexico             >99% Owned by Jabil Circuit, Inc.
Avenida Valdepenas No. 1993                                     <1% Owned by William D. Morean
Lomas de Zapopan 45130                                          (49,999 Shares Owned by Jabil Circuit, Inc.)
Zapopan, Jalisco, Mexico                                        (1 Share Owned by William D. Morean)

Jabil Circuit Sdn Bhd                        Malaysia           100% Owned by Jabil Circuit, Inc.
56, Hilir Sungai Keluangl
Bayan Lepas Industrial Park, Phase 4
11900 Penang, Malaysia

Jabil Circuit Limited                        Scotland           100% Owned by Jabil Circuit, Inc.
Oakbank Park Drive
Midcalder
Livingston, Scotland EH53 OTJ
United Kingdom

Jabil Circuit S.r.l.                         Italy              95% Owned by Jabil Circuit Limited
Viale Europa, 2                                                 5% Owned by Jabil Circuit, Inc.
24040 Stezzano
Bergamo
Italy

Jabil Circuit Foreign Sales Corporation      Barbados           100% Owned by Jabil Circuit, Inc.
Hasting Business Services Ltd.
Christ Church, Barbados

Jabil Partners                               Scotland           50% Owned by Jabil Circuit, Inc.
(United Kingdom Partnership)                                    50% Owned by Jabil Circuit of Michigan, Inc.
Oakbank Park Drive
Midcalder
Livingston, Scotland EH53 OTJ
United Kingdom

Jabil Luxembourg, S.a.r.l.                   Luxembourg         100% Owned by Jabil Partners
5 Boulevard de la Foire
L-1528 Luxembourg

</TABLE>

    





                                    Sch D-1

<PAGE>   39




                                   SCHEDULE E

                          [List of persons and entities
                               subject to lock-up]



William D. Morean, individually and as a signatory for the following
stockholders
         William E. Morean Residual Trust
         Cheyenne Holdings Limited Partnership
         Eagle's Wing Foundation

Audrey M. Petersen, individually and as a signatory for the following
stockholders
         William E. Morean Residual Trust
         Morean Limited Partnership
         Audrey Petersen Revocable Trust

Thomas A. Sansone, individually and as a signatory for the following
stockholders
         TASAN Limited Partnership
         Life's Requite, Inc.

Ronald J. Rapp
Mel S. Lavitt
Lawrence J. Murphy
Frank A. Newman
Steven A. Raymund
Timothy L. Main
Chris Lewis
Robert L. Paver
Mark Mondello
Wesley B. Edwards
Paul H. Bittner
Randon A. Haight
Beth A. Walters
Scott D. Brown
Jeffrey J. Lumetta
Michael F. Ward
Roland J. Burke
William E. Peters
David S. Ebeling
Frank Krajcirovic
Forbes I.J. Alexander



                                   Sch E - 1

<PAGE>   40





                                                                       Exhibit A



                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)


                  (i)      The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware.

                  (ii)     The Company has corporate power and authority to own,
         lease and operate its properties and to conduct its business as
         described in the Prospectuses and to enter into and perform its
         obligations under the U.S. Purchase Agreement and the International
         Purchase Agreement.

                  (iii)    The Company is duly qualified as a foreign
         corporation to transact business and is in good standing in each
         jurisdiction in which such qualification is required, whether by reason
         of the ownership or leasing of property or the conduct of business,
         except where the failure so to qualify or to be in good standing would
         not result in a Material Adverse Effect.

                  (iv)     The authorized, issued and outstanding capital stock
         of the Company is as set forth in the Prospectuses in the column
         entitled "Actual" under the caption "Capitalization" (except for
         subsequent issuances, if any, pursuant to the U.S. Purchase Agreement
         and the International Purchase Agreement or pursuant to reservations,
         agreements or employee benefit plans referred to in the Prospectuses or
         pursuant to the exercise of convertible securities or options referred
         to in the Prospectuses); the shares of issued and outstanding capital
         stock have been duly authorized and validly issued and are fully paid
         and non-assessable; and none of the outstanding shares of capital stock
         of the Company was issued in violation of the preemptive or other
         similar rights of any securityholder of the Company.

                  (v)      The Securities to be purchased by the U.S.
         Underwriters and the International Managers from the Company have been
         duly authorized for issuance and sale to the Underwriters pursuant to
         the U.S. Purchase Agreement and the International Purchase Agreement,
         respectively, and, when issued and delivered by the Company pursuant to
         the U.S. Purchase Agreement and the International Purchase Agreement,
         respectively, against payment of the consideration set forth in the
         U.S. Purchase Agreement and the International Purchase Agreement, will
         be validly issued and fully paid and non-assessable and no holder of
         the Securities is or will be subject to personal liability by reason of
         being such a holder.

                  (vi)     The issuance of the Securities is not subject to the
         preemptive or other similar rights of any securityholder of the
         Company.




                                      A-1

<PAGE>   41


                  (vii)    Each Subsidiary has been duly incorporated and is
         validly existing as a corporation in good standing under the laws of
         the jurisdiction of its incorporation, has corporate power and
         authority to own, lease and operate its properties and to conduct its
         business as described in the Prospectuses and is duly qualified as a
         foreign corporation to transact business and is in good standing in
         each jurisdiction in which such qualification is required, whether by
         reason of the ownership or leasing of property or the conduct of
         business, except where the failure so to qualify or to be in good
         standing would not result in a Material Adverse Effect; except as
         otherwise disclosed in the Registration Statement, all of the issued
         and outstanding capital stock of each Subsidiary has been duly
         authorized and validly issued, is fully paid and non-assessable and, to
         the best of our knowledge, is owned by the Company, directly or through
         subsidiaries, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity; none of the outstanding
         shares of capital stock of any Subsidiary was issued in violation of
         the preemptive or similar rights of any securityholder of such
         Subsidiary.

                  (viii)   The U.S. Purchase Agreement and the International
         Purchase Agreement have been duly authorized, executed and delivered by
         the Company.

                  (ix)     The Registration Statement, including any Rule 462(b)
         Registration Statement, has been declared effective under the 1933 Act;
         any required filing of the Prospectuses pursuant to Rule 424(b) has
         been made in the manner and within the time period required by Rule
         424(b); and, to the best of our knowledge, no stop order suspending the
         effectiveness of the Registration Statement or any Rule 462(b)
         Registration Statement has been issued under the 1933 Act and no
         proceedings for that purpose have been instituted or are pending or
         threatened by the Commission.

                  (x)      The Registration Statement, including any Rule 462(b)
         Registration Statement, the Rule 430A Information and the Rule 434
         Information, as applicable, the Prospectuses, excluding the documents
         incorporated by reference therein, and each amendment or supplement to
         the Registration Statement and the Prospectuses, excluding the
         documents incorporated by reference therein, as of their respective
         effective or issue dates (other than the financial statements and
         supporting schedules included therein or omitted therefrom, as to which
         we need express no opinion) complied as to form in all material
         respects with the requirements of the 1933 Act and the 1933 Act
         Regulations.

                  (xi)     The documents incorporated by reference in the
         Prospectuses (other than the financial statements and supporting
         schedules included therein or omitted therefrom, as to which we need
         express no opinion), when they were filed with the Commission, complied
         as to form in all material respects with the requirements of the 1934
         Act and the rules and regulations of the Commission thereunder.

                  (xii)    The form of certificate used to evidence the Common
         Stock complies in all material respects with all applicable statutory
         requirements, with any applicable requirements of the charter and
         by-laws of the Company and the requirements of the New York Stock
         Exchange.



                                      A-2

<PAGE>   42



                  (xiii)   To the best of our knowledge, there is not pending or
         threatened any action, suit, proceeding, inquiry or investigation, to
         which the Company or any subsidiary is a party, or to which the
         property of the Company or any subsidiary is subject, before or brought
         by any court or governmental agency or body, domestic or foreign, which
         might reasonably be expected to result in a Material Adverse Effect, or
         which might reasonably be expected to materially and adversely affect
         the properties or assets thereof or the consummation of the
         transactions contemplated in the U.S. Purchase Agreement and
         International Purchase Agreement or the performance by the Company of
         its obligations thereunder.

                  (xiv)    The information in, or incorporated by reference
         into, the Prospectuses regarding the description of the Company's
         common stock and under the captions entitled "Business--Facilities",
         "Business--Legal Proceedings", "Certain Federal Income Tax
         Considerations" and "o" and in the Registration Statement under Item
         15, to the extent that it constitutes matters of law, summaries of
         legal matters, the Company's charter and bylaws or legal proceedings,
         or legal conclusions, has been reviewed by us and is correct in all
         material respects; and the opinion of the firm set forth under "Certain
         Federal Income Tax Considerations" is confirmed.

                  (xv)     To the best of our knowledge, there are no statutes
         or regulations that are required to be described in the Prospectuses
         that are not described as required.

                  (xvi)    All descriptions in the Prospectuses of contracts and
         other documents to which the Company or its subsidiaries are a party
         are accurate in all material respects; to the best of our knowledge,
         there are no franchises, contracts, indentures, mortgages, loan
         agreements, notes, leases or other instruments required to be described
         or referred to in the Registration Statement or to be filed as exhibits
         thereto other than those described or referred to therein or filed or
         incorporated by reference as exhibits thereto, and the descriptions
         thereof or references thereto are correct in all material respects.

                  (xvii)   To the best of our knowledge, neither the Company nor
         any subsidiary is in violation of its charter or by-laws and no default
         by the Company or any subsidiary exists in the due performance or
         observance of any material obligation, agreement, covenant or condition
         contained in any contract, indenture, mortgage, loan agreement, note,
         lease or other agreement or instrument that is described or referred to
         in the Registration Statement or the Prospectuses or filed or
         incorporated by reference as an exhibit to the Registration Statement.

                  (xviii)  No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency, domestic or foreign (other than under
         the 1933 Act and the 1933 Act Regulations, which have been obtained, or
         as may be required under the securities or blue sky laws of the various
         states, as to which we need express no opinion) is necessary or
         required in connection with the due authorization, execution and
         delivery of the U.S. Purchase Agreement and the International Purchase
         Agreement or for the offering, issuance, sale or delivery of the
         Securities.



                                      A-3

<PAGE>   43


                  (xix)    The execution, delivery and performance of the U.S.
         Purchase Agreement and the International Purchase Agreement and the
         consummation of the transactions contemplated in the U.S. Purchase
         Agreement, the International Purchase Agreement and in the Registration
         Statement (including the issuance and sale of the Securities, and the
         use of the proceeds from the sale of the Securities as described in the
         Prospectuses under the caption "Use Of Proceeds") and compliance by the
         Company with its obligations under the U.S. Purchase Agreement and the
         International Purchase Agreement do not and will not, whether with or
         without the giving of notice or lapse of time or both, conflict with or
         constitute a breach of, or default or Repayment Event (as defined in
         Section 1(a)(xi) of the Purchase Agreements) under or result in the
         creation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company or any subsidiary pursuant to any
         contract, indenture, mortgage, deed of trust, loan or credit agreement,
         note, lease or any other agreement or instrument, known to us, to which
         the Company or any subsidiary is a party or by which it or any of them
         may be bound, or to which any of the property or assets of the Company
         or any subsidiary is subject (except for such conflicts, breaches or
         defaults or liens, charges or encumbrances that would not have a
         Material Adverse Effect), nor will such action result in any violation
         of the provisions of the charter or by-laws of the Company or any
         subsidiary, or any applicable law, statute, rule, regulation, judgment,
         order, writ or decree, known to us, of any government, government
         instrumentality or court, domestic or foreign, having jurisdiction over
         the Company or any subsidiary or any of their respective properties,
         assets or operations.

                  (xx)     The Company is not an "investment company" or an
         entity "controlled" by an "investment company," as such terms are
         defined in the 1940 Act.

                  (xxi)    To the best of our knowledge and except for such
         rights as have been duly waived or are described in the Prospectuses,
         there are no persons with registration rights or other similar rights
         to have any securities registered pursuant to the Registration
         Statement or otherwise registered by the Company under the 1933 Act.

                  Nothing has come to our attention that would lead us to
         believe that the Registration Statement or any amendment thereto,
         including the Rule 430A Information and Rule 434 Information (if
         applicable), (except for financial statements and schedules and other
         financial data included or incorporated by reference therein or omitted
         therefrom, as to which we need make no statement), at the time such
         Registration Statement or any such amendment became effective,
         contained an untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading or that the Prospectuses or any
         amendment or supplement thereto (except for financial statements and
         schedules and other financial data included or incorporated by
         reference therein or omitted therefrom, as to which we need make no
         statement), at the time the Prospectuses were issued, at the time any
         such amended or supplemented prospectus was issued or at the Closing
         Time, included or includes an untrue statement of a material fact or
         omitted or omits to state a material fact necessary in order to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading.



                                      A-4

<PAGE>   44


                  In rendering such opinion, such counsel may rely, as to
         matters of fact (but not as to legal conclusions), to the extent they
         deem proper, on certificates of responsible officers of the Company and
         public officials. Such opinion shall not state that it is to be
         governed or qualified by, or that it is otherwise subject to, any
         treatise, written policy or other document relating to legal opinions,
         including, without limitation, the Legal Opinion Accord of the ABA
         Section of Business Law (1991).




                                      A-5

<PAGE>   45




                                                                       Exhibit B


             FORM OF OPINION OF COUNSEL FOR THE SELLING SHAREHOLDERS
                    TO BE DELIVERED PURSUANT TO SECTION 5(c)


[1]      No filing with, or consent, approval, authorization, license, order,
         registration, qualification or decree of, any court or governmental
         authority or agency, domestic or foreign, (other than the issuance of
         the order of the Commission declaring the Registration Statement
         effective and such authorizations, approvals or consents as may be
         necessary under state securities laws, as to which we need express no
         opinion) is necessary or required to be obtained by the Selling
         Shareholders for the performance by each Selling Shareholder of its
         obligations under the U.S. Purchase Agreement and the International
         Purchase Agreement or in the U.S. Power of Attorney and Custody
         Agreement, or in connection with the offer, sale or delivery of the
         Securities.

[2]      Each U.S. Power of Attorney and Custody Agreement has been duly
         executed and delivered by the respective Selling Shareholders named
         therein and constitutes the legal, valid and binding agreement of such
         Selling Shareholder.

[3]      The U.S. Purchase Agreement and the International Purchase Agreement
         have been duly authorized, executed and delivered by or on behalf of
         each Selling Shareholder.

[4]      The Attorney-in-Fact has been duly authorized by the Selling
         Shareholders to deliver the Securities on behalf of the Selling
         Shareholders in accordance with the terms of the U.S. Purchase
         Agreement and the International Purchase Agreement.

[5]      The execution, delivery and performance of the U.S. Purchase Agreement,
         the International Purchase Agreement and the U.S. Power of Attorney and
         Custody Agreement and the sale and delivery of the Securities and the
         consummation of the transactions contemplated in the U.S. Purchase
         Agreement and the International Purchase Agreement and in the
         Registration Statement and compliance by the Selling Shareholders with
         its obligations under the U.S. Purchase Agreement and the International
         Purchase Agreement have been duly authorized by all necessary action on
         the part of the Selling Shareholders and do not and will not, whether
         with or without the giving of notice or passage of time or both,
         conflict with or constitute a breach of, or default under or result in
         the creation or imposition of any tax, lien, charge or encumbrance upon
         the Securities or any property or assets of the Selling Shareholders
         pursuant to, any contract, indenture, mortgage, deed of trust, loan or
         credit agreement, note, license, lease or other instrument or agreement
         to which any Selling Shareholder is a party or by which they may be
         bound, or to which any of the property or assets of the Selling
         Shareholders may be subject nor will such action result in any
         violation of the provisions of the charter or by-laws of the Selling
         Shareholders, if applicable, or any law, administrative regulation,
         judgment or order of any governmental agency or body or any
         administrative or court decree having jurisdiction over such Selling
         Shareholder or any of its properties.



                                      B-1

<PAGE>   46


[6]      To the best of our knowledge, each Selling Shareholder has valid and
         marketable title to the Securities to be sold by such Selling
         Shareholder pursuant to the U.S. Purchase Agreement and the
         International Purchase Agreement, free and clear of any pledge, lien,
         security interest, charge, claim, equity or encumbrance of any kind,
         and has full right, power and authority to sell, transfer and deliver
         such Securities pursuant to the U.S. Purchase Agreement and the
         International Purchase Agreement. By delivery of a certificate or
         certificates therefor such Selling Shareholder will transfer to the
         U.S. Underwriters and International Managers who have purchased such
         Securities pursuant to the U.S. Purchase Agreement and the
         International Purchase Agreement (without notice of any defect in the
         title of such Selling Shareholder and who are otherwise bona fide
         purchasers for purposes of the Uniform Commercial Code) valid and
         marketable title to such Securities, free and clear of any pledge,
         lien, security interest, charge, claim, equity or encumbrance of any
         kind.

[7]      Nothing has come to our attention that would lead us to believe that
         the Registration Statement or any amendment thereto, including the Rule
         430A Information and Rule 434 Information (if applicable), (except for
         financial statements and schedules and other financial data included
         therein or omitted therefrom, as to which we need make no statement),
         at the time such Registration Statement or any such amendment became
         effective, contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading or that the Prospectuses or
         any amendment or supplement thereto (except for financial statements
         and schedules and other financial data included therein or omitted
         therefrom, as to which we need make no statement), at the time the
         Prospectuses were issued, at the time any such amended or supplemented
         prospectuses were issued or at the Closing Time, included or includes
         an untrue statement of a material fact or omitted or omits to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.




                                      B-2

<PAGE>   47



                                                                       Exhibit C


       FORM OF OPINION OF COUNSEL FOR THE COMPANY'S NON-U.S. SUBSIDIARIES
                    TO BE DELIVERED PURSUANT TO SECTION 5(d)


[1]      The Subsidiary has been duly incorporated and is validly existing as a
         corporation in good standing under the laws of [name of the
         jurisdiction of its incorporation], has corporate power and authority
         to own, lease and operate its properties and to conduct its business as
         described in the Prospectuses and is duly qualified as a foreign
         corporation to transact business and is in good standing in each
         jurisdiction in which such qualification is required, whether by reason
         of the ownership or leasing of property or the conduct of business,
         except where the failure so to qualify or to be in good standing would
         not result in a Material Adverse Effect.

[2]      Except as otherwise disclosed in the Registration Statement, all of the
         issued and outstanding capital stock of the Subsidiary has been duly
         authorized and validly issued, is fully paid and non-assessable and, to
         the best of our knowledge, is owned by the Company, directly or through
         subsidiaries, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity.

[3]      None of the outstanding shares of capital stock of the Subsidiary was
         issued in violation of the preemptive or similar rights of any of its
         securityholders.

[4]      To the best of our knowledge, there is no pending or threatened any
         action, suit, proceeding, inquiry or investigation, to which the
         Subsidiary is a party, or to which the property of the Subsidiary is
         subject, before or brought by any court or governmental agency or body,
         domestic or foreign, which might reasonably be expected to result in a
         Material Adverse Effect, or which might reasonably be expected to
         materially and adversely affect the properties or assets thereof or the
         consummation of the transactions contemplated in the U.S. Purchase
         Agreement and International Purchase Agreement.

[5]      To the best of our knowledge, the Subsidiary is not in violation of its
         charter or by-laws and no default by the Subsidiary exists in the due
         performance or observance of any material obligation, agreement,
         covenant or condition contained in any contract, indenture, mortgage,
         loan agreement, note, lease or other agreement or instrument to which
         the Subsidiary is a party.

         This opinion is limited to matters pertaining to the laws of [name of
jurisdiction].



                                      C-1

<PAGE>   48




                                                                       Exhibit D


                FORM OF OPINION OF PATENT COUNSEL FOR THE COMPANY
                    TO BE DELIVERED PURSUANT TO SECTION 5(e)




                                      D-1

<PAGE>   49





FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER STOCKHOLDERS PURSUANT TO
SECTION 5(K)

                                                                       Exhibit E

                                     --, 1999

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated,
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
C.E. UNTERBERG, TOWBIN
THOMAS WEISEL PARTNERS LLC
as U.S. Representatives of the several
   U.S. Underwriters to be named in the
   within-mentioned U.S. Purchase Agreement
   c/o    Merrill Lynch & Co.
          Merrill Lynch, Pierce, Fenner & Smith
                          Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

         Re:      Proposed Public Offering by Jabil Circuit, Inc.

Dear Sirs:

         The undersigned, a stockholder, officer and/or director of Jabil
Circuit, Inc., a Delaware corporation (the "Company"), understands that Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") and Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith
Barney Inc., C.E. Unterberg, Towbin and Thomas Weisel Partners LLC propose to
enter into a U.S. Purchase Agreement (the "U.S. Purchase Agreement") with the
Company providing for the public offering of shares (the "Securities") of the
Company's common stock, par value $.001 per share (the "Common Stock"). In
recognition of the benefit that such an offering will confer upon the
undersigned as a stockholder, officer and/or director of the Company, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agrees with each underwriter to be named in
the U.S. Purchase Agreement that, during a period of 90 days from the date of
the U.S. Purchase Agreement, the undersigned will not, without the prior written
consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of the Company's Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of disposition, or
file any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the



                                      E-1

<PAGE>   50


economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise.

                                            Very truly yours,



                                            Signature:
                                                      --------------------------
                                            Print Name:
                                            Title:





                                      E-2



<PAGE>   1

                                                                     EXHIBIT 1.2

================================================================================





                               JABIL CIRCUIT, INC.



                            (a Delaware Corporation)



                        1,500,000 Shares of Common Stock



                        INTERNATIONAL PURCHASE AGREEMENT





















Dated: March 4, 1999

================================================================================


                                       1


<PAGE>   2


                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>     <C>                                                                                                      <C>
SECTION 1. REPRESENTATIONS AND WARRANTIES.........................................................................4
(a)      Representations and Warranties by the Company............................................................4
         (i)      Compliance with Registration Requirements.......................................................4
         (ii)     Incorporated Documents..........................................................................5
         (iii)    Independent Accountants.........................................................................5
         (iv)     Financial Statements............................................................................5
         (v)      No Material Adverse Change in Business..........................................................5
         (vi)     Good Standing of the Company....................................................................6
         (vii)    Good Standing of Subsidiaries...................................................................6
         (vii)    Capitalization..................................................................................6
         (viii)   Authorization of Agreement......................................................................6
         (ix)     Authorization and Description of Securities.....................................................7
         (x)      Absence of Defaults and Conflicts...............................................................7
         (xi)     Absence of Labor Dispute........................................................................7
         (xii)    Absence of Proceedings..........................................................................8
         (xiii)   Accuracy of Exhibits............................................................................8
         (xiv)    Possession of Intellectual Property.............................................................8
         (xv)     Absence of Further Requirements.................................................................8
         (xvi)    Possession of Licenses and Permits..............................................................9
         (xvii)   Title to Property...............................................................................9
         (xviii)  Investment Company Act..........................................................................9
         (xix)    Environmental Laws..............................................................................9
         (xx)     Registration Rights............................................................................10
         (xxii)   Absence of Year 2000 Problem...................................................................10
(b)      Representations and Warranties by the Selling Shareholders..............................................10
         (i)      Accurate Disclosure............................................................................10
         (ii)     Authorization of Agreements....................................................................11
         (iii)    Good and Marketable Title......................................................................11
         (iv)     Due Execution
 of the International Power of Attorney and Custody Agreement.....................11
         (v)      Absence of Manipulation........................................................................12
         (vi)     Absence of Further Requirements................................................................12
         (vii)    Restriction on Sale of Securities..............................................................12
         (viii)   Certificates Suitable for Transfer.............................................................12
         (ix)     No Association with NASD.......................................................................13
(c)      Officer's Certificates..................................................................................13
SECTION 2. SALE AND DELIVERY TO INTERNATIONAL MANAGERS; CLOSING..................................................13
(a)      Initial Securities......................................................................................12
(b)      Option Securities.......................................................................................13
(c)      Payment.................................................................................................13
(d)      Denominations; Registration.............................................................................14
</TABLE>


                                       i

<PAGE>   3


<TABLE>
<S>     <C>                                                                                                     <C>
SECTION 3. COVENANTS OF THE COMPANY..............................................................................14
(a)      Compliance with Securities Regulations and Commission Requests..........................................14
(b)      Filing of Amendments. ..................................................................................15
(c)      Delivery of Registration Statements.....................................................................15
(d)      Delivery of Prospectuses................................................................................15
(e)      Continued Compliance with Securities Laws...............................................................15
(f)      Blue Sky Qualifications.................................................................................16
(g)      Rule 158................................................................................................16
(h)      Use of Proceeds.........................................................................................16
(i)      Listing.................................................................................................16
(j)      Restriction on Sale of Securities.......................................................................16
(k)      Reporting Requirements..................................................................................17
SECTION 4. PAYMENT OF EXPENSES. .................................................................................17
(a)      Expenses................................................................................................17
(b)      Expenses of the Selling Shareholders....................................................................17
(c)      Termination of Agreement................................................................................18
(d)      Allocation of Expenses..................................................................................18
SECTION 5. CONDITIONS OF INTERNATIONAL MANAGERS' OBLIGATIONS.....................................................18
(a)      Effectiveness of Registration Statement.................................................................18
(b)      Opinion of Counsel for Company..........................................................................18
(c)      Opinion of Counsel for the Selling Shareholders.........................................................18
(d)      Opinion of Counsel for Non-U.S. Subsidiaries............................................................18
(e)      [Opinion of Patent Counsel for Company.]................................................................19
(f)      Opinion of Counsel for the Underwriters.................................................................19
(g)      Officers' Certificate...................................................................................19
(h)      Certificate of Selling Shareholders.....................................................................20
(i)      Accountant's Comfort Letter.............................................................................20
(j)      Bring-down Comfort Letter...............................................................................20
(k)      Approval of Listing.....................................................................................20
(l)      No Objection............................................................................................20
(m)      Lock-up Agreements......................................................................................20
(n)      Purchase of Initial U.S. Securities. ...................................................................20
(o)      Conditions to Purchase of International Option Securities...............................................21
         (i)      Officers' Certificate..........................................................................21
         (ii)     Certificate of Selling Shareholders. ..........................................................21
         (iii)    Opinion of Counsel for Company.................................................................21
         (iv)     Opinion of Counsel for the Selling Shareholders................................................21
         (v)      Opinion of Counsel for the Company's Non-U.S. Subsidiaries.....................................21
         (vi)     Opinion of Patent Counsel for the Company......................................................21
         (vii)    Opinion of Counsel for the Underwriters. ......................................................21
         (viii)   Bring-down Comfort Letter. ....................................................................22
(p)      Additional Documents....................................................................................22
(q)      Termination of Agreement................................................................................22
SECTION 6. INDEMNIFICATION. .....................................................................................22
(a)      Indemnification of International Managers...............................................................22
(b)      Indemnification of Company, Directors and Officers and Selling Shareholders.............................23
</TABLE>



                                       ii


<PAGE>   4


<TABLE>
<S>      <C>                                                                                                     <C>
(c)      Actions against Parties; Notification.. ................................................................24
(d)      Settlement without Consent if Failure to Reimburse......................................................24
(e)      Limitation on Indemnification by Selling Shareholders.........................ERROR! BOOKMARK NOT DEFINED.
(f)      Other Agreements with Respect to Indemnification........................................................24
SECTION 7. CONTRIBUTION..........................................................................................25
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY........................................26
SECTION 9. TERMINATION OF AGREEMENT. ............................................................................26
(a)      Termination; General....................................................................................26
(b)      Liabilities.............................................................................................26
SECTION 10. DEFAULT BY ONE OR MORE OF THE INTERNATIONAL MANAGERS.................................................27
SECTION 11. DEFAULT BY ONE OR MORE OF THE SELLING SHAREHOLDERS OR THE COMPANY. ..................................27
SECTION 12. NOTICES. ............................................................................................28
SECTION 13. PARTIES..............................................................................................28
SECTION 15. EFFECT OF HEADINGS...................................................................................28


         SCHEDULES
                  Schedule A - List of International Managers...............................................Sch A-1
                  Schedule B - List of Selling Shareholders.................................................Sch B-1
                  Schedule C - Pricing Information..........................................................Sch C-1
                  Schedule D - List of Subsidiaries.........................................................Sch D-1
                  Schedule E - List of Persons subject to Lock-up...........................................Sch E-1

         EXHIBITS
                  Exhibit A - Form of Opinion of Company's Counsel..............................................A-1
                  Exhibit B - Form of Opinion of Selling Shareholder's Counsel..................................B-1
                  Exhibit C - Form of Opinion of Non-U.S. Subsidiaries' Counsel.................................C-1
                  Exhibit D - Form of Opinion of Patent Counsel.................................................D-1
</TABLE>
















                                      iii

<PAGE>   5







                               JABIL CIRCUIT, INC.


                            (a Delaware corporation)


                        1,500,000 Shares of Common Stock


                           (Par Value $.001 Per Share)


                        INTERNATIONAL PURCHASE AGREEMENT


                                                            Dated: March 4, 1999

Merrill Lynch International
Donaldson, Lufkin & Jenrette International
Salomon Brothers International Limited
C.E. Unterberg, Towbin
Thomas Weisel Partners LLC
             the International Managers
c/o  Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

Jabil Circuit, Inc., a Delaware corporation (the "Company"), and the persons
listed on Schedule B hereto (the "Selling Shareholders"), confirm their
respective agreements with Merrill Lynch International ("Merrill Lynch") and
Donaldson, Lufkin & Jenrette International, Salomon Brothers International
Limited, C.E. Unterberg, Towbin and Thomas Weisel Partners LLC, (collectively,
the "International Managers", which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), with respect to (i)
the sale by the Company and the Selling Shareholders, acting severally and not
jointly, and the purchase by the International Managers, acting severally and
not jointly, of the respective numbers of shares of Common Stock, par value
$.001 per share, of the Company ("Common Stock") set forth in Schedules A and B
hereto, and (ii) the grant by the Company and the Selling Shareholders to the
International Managers, acting severally and not jointly, of the option
described in Section 2(b) hereof to purchase all or any part of 225,000
additional shares of Common Stock to cover


                                       1

<PAGE>   6

over-allotments, if any. The aforesaid 1,500,000 shares of Common Stock (the
"Initial International Securities") to be purchased by the International
Managers and all or any part of the 225,000 shares of Common Stock subject to
the option described in Section 2(b) hereof (the "International Option
Securities") are hereinafter called, collectively, the "International
Securities".

         It is understood that the Company and the Selling Shareholders are
concurrently entering into an agreement dated the date hereof (the "U.S.
Purchase Agreement") providing for the sale by the Company of an aggregate of
9,000,000 shares of Common Stock (the "Initial U.S. Securities") through
arrangements with certain underwriters in the United States and Canada (the
"U.S. Underwriters") for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith Barney
Inc., C.E. Unterberg, Towbin and Thomas Weisel Partners LLC are acting as
representatives (the "U.S. Representatives") and the grant by the Company and
the Selling Shareholders to the U.S. Underwriters, acting severally and not
jointly, of an option to purchase all or any part of the U.S. Underwriters' pro
rata portion of up to 1,350,000 additional shares of Common Stock solely to
cover over-allotments, if any (the "U.S. Option Securities" and, together with
the International Option Securities, the "Option Securities"). The Initial U.S.
Securities and the U.S. Option Securities are hereinafter called the "U.S.
Securities". It is understood that the Company and the Selling Shareholder are
not obligated to sell and the International Managers are not obligated to
purchase, any Initial International Securities unless all of the Initial U.S.
Securities are contemporaneously purchased by the U.S. Underwriters.

         The International Managers and the U.S. Underwriters are hereinafter
collectively called the "Underwriters", the Initial International Securities and
the Initial U.S. Securities are hereinafter collectively called the "Initial
Securities", and the International Securities, and the U.S. Securities are
hereinafter collectively called the "Securities".

         The Underwriters will concurrently enter into an Intersyndicate
Agreement of even date herewith (the "Intersyndicate Agreement") providing for
the coordination of certain transactions among the Underwriters under the
direction of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (in such capacity, the "Global Coordinator").

         The Company and the Selling Shareholders understand that the
International Managers propose to make a public offering of the International
Securities as soon as they deem advisable after this Agreement has been executed
and delivered.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-71479) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will either
(i) prepare and file a prospectus in accordance with the provisions of Rule 430A
("Rule 430A") of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of
the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule
434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a
"Term Sheet") in accordance with the



                                       2

<PAGE>   7

provisions of Rule 434 and Rule 424(b). Two forms of prospectus are to be used
in connection with the offering and sale of the Securities: One relating to the
International Securities (the "Form of International Prospectus") and one
relating to the U.S. Securities (the "Form of U.S. Prospectus"). The Form of
International Prospectus is identical to the Form of U.S. Prospectus, except for
the front cover and back cover pages and the information under the caption
"Underwriting." The information included in any such prospectus or in any such
Term Sheet, as the case may be, that was omitted from such registration
statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective (a) pursuant to paragraph
(b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to
paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each Form of
International Prospectus and Form of U.S. Prospectus used before such
registration statement became effective, and any prospectus that omitted, as
applicable, the Rule 430A Information or the Rule 434 Information, that was used
after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto, schedules thereto, if any, and the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The final Form of
International Prospectus and the final Form of U.S. Prospectus, including the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, in the forms first furnished to the Underwriters for use in
connection with the offering of the Securities are herein called the
"International Prospectus" and the "U.S. Prospectus," respectively, and
collectively, the "Prospectuses." If Rule 434 is relied on, the terms
"International Prospectus" and "U.S. Prospectus" shall refer to the preliminary
International Prospectus dated January 29, 1999 and preliminary U.S. Prospectus
dated January 29, 1999, respectively, each together with the applicable Term
Sheet and all references in this Agreement to the date of such Prospectuses
shall mean the date of the applicable Term Sheet. For purposes of this
Agreement, all references to the Registration Statement, any preliminary
prospectus, the International Prospectus, the U.S. Prospectus or any Term Sheet
or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus (including the Form of
International Prospectus and Form of U.S. Prospectus) or the Prospectuses (or
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus
(including the Form of International Prospectus and Form of U.S. Prospectus) or
the Prospectuses, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectuses shall be deemed to mean and include the filing of
any document under the Securities Exchange Act of 1934 (the "1934 Act") which is



                                       3

<PAGE>   8

incorporated by reference in the Registration Statement, such preliminary
prospectus or the Prospectuses, as the case may be.

         Section 1. Representations and Warranties.

         (a)      Representations and Warranties by the Company. The Company
represents and warrants to each International Manager as of the date hereof, as
of the Closing Time referred to in Section 2(c) hereof, and as of each Date of
Delivery (if any) referred to in Section 2(b) hereof, and agrees with each
International Manager, as follows:

                  (i)      Compliance with Registration Requirements. The
         Company meets the requirements for use of Form S-3 under the 1933 Act.
         Each of the Registration Statement and any Rule 462(b) Registration
         Statement has become effective under the 1933 Act and no stop order
         suspending the effectiveness of the Registration Statement or any Rule
         462(b) Registration Statement has been issued under the 1933 Act and no
         proceedings for that purpose have been instituted or are pending or, to
         the knowledge of the Company, are contemplated by the Commission, and
         any request on the part of the Commission for additional information
         has been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at the Closing Time (and, if any International
         Option Securities are purchased, at the Date of Delivery), the
         Registration Statement, the Rule 462(b) Registration Statement and any
         amendments and supplements thereto complied and will comply in all
         material respects with the requirements of the 1933 Act and the 1933
         Act Regulations and did not and will not contain an untrue statement of
         a material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.
         Neither of the Prospectuses nor any amendments or supplements thereto
         (including any prospectus wrapper), at the time the Prospectuses or any
         amendments or supplements thereto were issued and at the Closing Time
         (and, if any International Option Securities are purchased, at the Date
         of Delivery), included or will include an untrue statement of a
         material fact or omitted or will omit to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. If Rule 434
         is used, the Company will comply with the requirements of Rule 434 and
         the Prospectuses shall not be "materially different", as such term is
         used in Rule 434, from the prospectuses included in the Registration
         Statement at the time it became effective. The representations and
         warranties in this subsection shall not apply to statements in or
         omissions from the Registration Statement or the International
         Prospectus made in reliance upon and in conformity with information
         furnished to the Company in writing by any International Manager or by
         any U.S. Underwriter through the U.S. Representatives expressly for use
         in the Registration Statement or the International Prospectus.

                  Each preliminary prospectus and the prospectuses filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the



                                       4

<PAGE>   9

         1933 Act Regulations and each preliminary prospectus and the
         Prospectuses delivered to the Underwriters for use in connection with
         this offering was identical to the electronically transmitted copies
         thereof filed with the Commission pursuant to EDGAR, except to the
         extent permitted by Regulation S-T.

                  (ii)     Incorporated Documents. The documents incorporated or
         deemed to be incorporated by reference in the Registration Statement
         and the Prospectuses, at the time they were or hereafter are filed with
         the Commission, complied and will comply in all material respects with
         the requirements of the 1934 Act and the rules and regulations of the
         Commission thereunder (the "1934 Act Regulations"), as applicable, and,
         when read together with the other information in the Prospectuses, at
         the time the Registration Statement became effective, at the time the
         Prospectuses were issued and at the Closing Time (and, if any
         International Option Securities are purchased, at the Date of
         Delivery), did not and will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

                  (iii)    Independent Accountants. The accountants who
         certified the financial statements and supporting schedules included in
         the Registration Statement are independent public accountants as
         required by the 1933 Act and the 1933 Act Regulations.

                  (iv)     Financial Statements. The financial statements
         included in the Registration Statement and the Prospectuses, together
         with the related schedules and notes, present fairly the financial
         position of the Company and its consolidated subsidiaries at the dates
         indicated and the statement of operations, stockholders' equity and
         cash flows of the Company and its consolidated subsidiaries for the
         periods specified; said financial statements have been prepared in
         conformity with generally accepted accounting principles ("GAAP")
         applied on a consistent basis throughout the periods involved. The
         supporting schedules, if any, included in the Registration Statement
         present fairly in accordance with GAAP the information required to be
         stated therein. The selected financial data and the summary financial
         information included in the Prospectuses present fairly the information
         shown therein and have been compiled on a basis consistent with that of
         the audited financial statements included in the Registration
         Statement.

                  (v)      No Material Adverse Change in Business. Since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectuses, except as otherwise stated therein, (A)
         there has been no material adverse change in the condition, financial
         or otherwise, or in the earnings, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, whether or not arising in the ordinary course of business
         (a "Material Adverse Effect"), (B) there have been no transactions
         entered into by the Company or any of its subsidiaries, other than
         those in the ordinary course of business, which are material with
         respect to the Company and its subsidiaries considered as one
         enterprise, and (C) there has been no dividend or



                                       5

<PAGE>   10

         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

                  (vi)     Good Standing of the Company. The Company has been
         duly organized and is validly existing as a corporation in good
         standing under the laws of the State of Delaware and has corporate
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Prospectuses and to enter into
         and perform its obligations under this Agreement; and the Company is
         duly qualified as a foreign corporation to transact business and is in
         good standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure so to qualify or to
         be in good standing would not result in a Material Adverse Effect.

                  (vii)    Good Standing of Subsidiaries. Each "significant
         subsidiary" of the Company (as such term is defined in Rule 1-02 of
         Regulation S-X) (each a "Subsidiary" and, collectively, the
         "Subsidiaries") has been duly organized and is validly existing as a
         corporation in good standing under the laws of the jurisdiction of its
         incorporation, has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectuses and is duly qualified as a foreign corporation to transact
         business and is in good standing in each jurisdiction in which such
         qualification is required, whether by reason of the ownership or
         leasing of property or the conduct of business, except where the
         failure so to qualify or to be in good standing would not result in a
         Material Adverse Effect; except as otherwise disclosed in the
         Registration Statement, all of the issued and outstanding capital stock
         of each such Subsidiary has been duly authorized and validly issued, is
         fully paid and non-assessable and is owned by the Company, directly or
         through subsidiaries, free and clear of any security interest,
         mortgage, pledge, lien, encumbrance, claim or equity; none of the
         outstanding shares of capital stock of any Subsidiary was issued in
         violation of the preemptive or similar rights of any securityholder of
         such Subsidiary. The only subsidiaries of the Company are the
         subsidiaries listed on Schedule D hereto.

                  (viii)   Capitalization. The authorized, issued and
         outstanding capital stock of the Company is as set forth in the
         Prospectuses in the column entitled "Actual" under the caption
         "Capitalization" (except for subsequent issuances, if any, pursuant to
         this Agreement, pursuant to reservations, agreements or employee
         benefit plans referred to in the Prospectuses or pursuant to the
         exercise of convertible securities or options referred to in the
         Prospectuses). The shares of issued and outstanding capital stock of
         the Company, including the Securities to be purchased by the
         International Managers from the Selling Shareholders, have been duly
         authorized and validly issued and are fully paid and non-assessable;
         none of the outstanding shares of capital stock of the Company,
         including the Securities to be purchased by the International Managers
         from the Selling Shareholders, was issued in violation of the
         preemptive or other similar rights of any securityholder of the
         Company.

                  (ix)     Authorization of Agreement. This Agreement and the
         U.S. Purchase Agreement have been duly authorized, executed and
         delivered by the Company.


                                       6

<PAGE>   11

                  (x)      Authorization and Description of Securities. The
         Securities to be purchased by the International Managers and the U.S.
         Underwriters from the Company have been duly authorized for issuance
         and sale to the International Managers pursuant to this Agreement and
         the U.S. Underwriters pursuant to the U.S. Purchase Agreement,
         respectively, and, when issued and delivered by the Company pursuant to
         this Agreement and the U.S. Purchase Agreement, respectively, against
         payment of the consideration set forth herein and the U.S. Purchase
         Agreement, respectively, will be validly issued, fully paid and
         non-assessable; the Common Stock conforms to all statements relating
         thereto contained in the Prospectuses and such description conforms to
         the rights set forth in the instruments defining the same; no holder of
         the Securities will be subject to personal liability by reason of being
         such a holder; and the issuance of the Securities is not subject to the
         preemptive or other similar rights of any securityholder of the
         Company.

   
                  (xi)     Absence of Defaults and Conflicts. Neither the
         Company nor any of its subsidiaries is in violation of its charter or
         by-laws or in default in the performance or observance of any
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease or other agreement or instrument to which the Company or any of
         its subsidiaries is a party or by which it or any of them may be bound,
         or to which any of the property or assets of the Company or any
         subsidiary is subject (collectively, "Agreements and Instruments")
         except for such defaults that would not result in a Material Adverse
         Effect; and the execution, delivery and performance of this Agreement
         and the U.S. Purchase Agreement and the consummation of the
         transactions contemplated in this Agreement, the U.S. Purchase
         Agreement (including the issuance and sale of the Securities) and
         compliance by the Company with its obligations under this Agreement and
         the U.S. Purchase Agreement have been duly authorized by all necessary
         corporate action and do not and will not, whether with or without the
         giving of notice or passage of time or both, conflict with or
         constitute a breach of, or default or Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Company or any
         subsidiary pursuant to, the Agreements and Instruments (except for such
         conflicts, breaches or defaults or liens, charges or encumbrances that
         would not result in a Material Adverse Effect), nor will such action
         result in any violation of the provisions of the charter or by-laws of
         the Company or any subsidiary or any applicable law, statute, rule,
         regulation, judgment, order, writ or decree of any government,
         government instrumentality or court, domestic or foreign, having
         jurisdiction over the Company or any subsidiary or any of their assets,
         properties or operations. As used herein, a "Repayment Event" means any
         event or condition which gives the holder of any note, debenture or
         other evidence of indebtedness (or any person acting on such holder's
         behalf) the right to require the repurchase, redemption or repayment of
         all or a portion of such indebtedness by the Company or any subsidiary.
    

                  (xii)    Absence of Labor Dispute. No labor dispute with the
         employees of the Company or any subsidiary exists or, to the knowledge
         of the Company, is imminent, and the Company is not aware of any
         existing or imminent labor disturbance by the



                                       7

<PAGE>   12

         employees of any of its or any subsidiary's principal suppliers,
         manufacturers, customers or contractors, which, in either case, may
         reasonably be expected to result in a Material Adverse Effect.

                  (xiii)   Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Company, threatened, against or affecting the
         Company or any subsidiary, which is required to be disclosed in the
         Registration Statement (other than as disclosed therein), or which
         might reasonably be expected to result in a Material Adverse Effect, or
         which might reasonably be expected to affect the properties or assets
         thereof in a manner which would result in a Material Adverse Effect or
         which might reasonably be expected to materially and adversely affect
         the consummation of the transactions contemplated in this Agreement and
         the U.S. Purchase Agreement or the performance by the Company of its
         obligations hereunder or thereunder; the aggregate of all pending legal
         or governmental proceedings to which the Company or any subsidiary is a
         party or of which any of their respective property or assets is the
         subject which are not described in the Registration Statement,
         including ordinary routine litigation incidental to the business, could
         not reasonably be expected to result in a Material Adverse Effect.

                  (xiv)    Accuracy of Exhibits. There are no contracts or
         documents which are required to be described in the Registration
         Statement, the Prospectuses or the documents incorporated by reference
         therein or to be filed as exhibits thereto which have not been so
         described and filed as required.

                  (xv)     Possession of Intellectual Property. The Company and
         its subsidiaries own or possess, or can acquire on reasonable terms,
         adequate patents, patent rights, licenses, inventions, copyrights,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, and neither the Company
         nor any of its subsidiaries has received any notice or is otherwise
         aware of any infringement of or conflict with asserted rights of others
         with respect to any Intellectual Property or of any facts or
         circumstances which would render any Intellectual Property invalid or
         inadequate to protect the interest of the Company or any of its
         subsidiaries therein, and which infringement or conflict (if the
         subject of any unfavorable decision, ruling or finding) or invalidity
         or inadequacy, singly or in the aggregate, would result in a Material
         Adverse Effect.

                  (xvi)    Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Company of
         its obligations hereunder, in connection with the offering, issuance or
         sale of the Securities under this Agreement and the U.S. Purchase
         Agreement or the consummation of the transactions contemplated by this
         Agreement and the U.S. Purchase



                                       8

<PAGE>   13

         Agreement, except such as have been already obtained or as may be
         required under the 1933 Act or the 1933 Act Regulations and foreign or
         state securities or blue sky laws.

                  (xvii)   Possession of Licenses and Permits. The Company and
         its subsidiaries possess such permits, licenses, approvals, consents
         and other authorizations (collectively, "Governmental Licenses") issued
         by the appropriate federal, state, local or foreign regulatory agencies
         or bodies necessary to conduct the business now operated by them; the
         Company and its subsidiaries are in compliance with the terms and
         conditions of all such Governmental Licenses, except where the failure
         so to comply would not, singly or in the aggregate, have a Material
         Adverse Effect; all of the Governmental Licenses are valid and in full
         force and effect, except when the invalidity of such Governmental
         Licenses or the failure of such Governmental Licenses to be in full
         force and effect would not have a Material Adverse Effect; and neither
         the Company nor any of its subsidiaries has received any notice of
         proceedings relating to the revocation or modification of any such
         Governmental Licenses which, singly or in the aggregate, if the subject
         of an unfavorable decision, ruling or finding, would result in a
         Material Adverse Effect.

                  (xviii)  Title to Property. The Company and its subsidiaries
         have good and marketable title to all real property owned by the
         Company and its subsidiaries and good title to all other properties
         owned by them, in each case, free and clear of all mortgages, pledges,
         liens, security interests, claims, restrictions or encumbrances of any
         kind except such as (a) are described in the Prospectuses or (b) do
         not, singly or in the aggregate, materially affect the value of such
         property and do not interfere with the use made and proposed to be made
         of such property by the Company or any of its subsidiaries; and all of
         the leases and subleases material to the business of the Company and
         its subsidiaries, considered as one enterprise, and under which the
         Company or any of its subsidiaries holds properties described in the
         Prospectuses, are in full force and effect, and neither the Company nor
         any subsidiary has any notice of any material claim of any sort that
         has been asserted by anyone adverse to the rights of the Company or any
         subsidiary under any of the leases or subleases mentioned above, or
         affecting or questioning the rights of the Company or such subsidiary
         to the continued possession of the leased or subleased premises under
         any such lease or sublease that would reasonably be expected to have a
         Material Adverse Effect.

                  (xix)    Investment Company Act. The Company is not, and upon
         the issuance and sale of the Securities as herein contemplated and the
         application of the net proceeds therefrom as described in the
         Prospectuses will not be, an "investment company" or an entity
         "controlled" by an "investment company" as such terms are defined in
         the Investment Company Act of 1940, as amended (the "1940 Act").

                  (xx)     Environmental Laws. Except as described in the
         Registration Statement and except as would not, singly or in the
         aggregate, result in a Material Adverse Effect, (A) neither the Company
         nor any of its subsidiaries is in violation of any federal, state,
         local or foreign statute, law, rule, regulation, ordinance, code,
         policy or rule of common law or any judicial or administrative
         interpretation thereof, including any judicial or administrative order,
         consent, decree or judgment, relating to pollution or protection of


                                       9

<PAGE>   14

         human health, the environment (including, without limitation, ambient
         air, surface water, groundwater, land surface or subsurface strata) or
         wildlife, including, without limitation, laws and regulations relating
         to the release or threatened release of chemicals, pollutants,
         contaminants, wastes, toxic substances, hazardous substances, petroleum
         or petroleum products (collectively, "Hazardous Materials") or to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of Hazardous Materials (collectively,
         "Environmental Laws"), (B) the Company and its subsidiaries have all
         permits, authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (C) there are no pending or threatened administrative, regulatory or
         judicial actions, suits, demands, demand letters, claims, liens,
         notices of noncompliance or violation, investigation or proceedings
         relating to any Environmental Law against the Company or any of its
         subsidiaries and (D) there are no events or circumstances that might
         reasonably be expected to form the basis of an order for clean-up or
         remediation, or an action, suit or proceeding by any private party or
         governmental body or agency, against or affecting the Company or any of
         its subsidiaries relating to Hazardous Materials or any Environmental
         Laws.

                  (xxi)    Registration Rights. Except for such rights as have
         been duly waived or are described in the Prospectuses, there are no
         persons with registration rights or other similar rights to have any
         securities registered pursuant to the Registration Statement or
         otherwise registered by the Company under the 1933 Act.

                  (xxii)   Absence of Year 2000 Problem. Except as otherwise
         disclosed in the Registration Statement and the Prospectuses and as
         would not result in a Material Adverse Effect, the Company is not aware
         that any specific computer system or program used by the Company or any
         of its customers, suppliers or service providers will fail to operate
         with dates after December 31, 1999.

         (b)      Representations and Warranties by the Selling Shareholders.
Each Selling Shareholder represents and warrants, severally and not jointly, to
each International Manager as of the date hereof, as of the Closing Time, and,
if the Selling Shareholder is selling International Option Securities on a Date
of Delivery, as of each such Date of Delivery, and agrees with each
International Manager, as follows:

                  (i)      Accurate Disclosure. To the best knowledge of such
         Selling Shareholder, the representations and warranties of the Company
         contained in Section 1(a) hereof are true and correct; such Selling
         Shareholder has reviewed and is familiar with the Registration
         Statement and the Prospectuses and neither the Prospectuses nor any
         amendments or supplements thereto includes any untrue statement of a
         material fact or omits to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; such Selling Shareholder is not
         prompted to sell the Securities to be sold by such Selling Shareholder
         hereunder by any information concerning the Company or any subsidiary
         of the Company which is not set forth in the Prospectuses.


                                       10

<PAGE>   15

                  (ii)     Authorization of Agreements. Each Selling Shareholder
         has the full right, power and authority to enter into this Agreement,
         the U.S. Purchase Agreement, an International Power of Attorney and
         Custody Agreement (the "International Power of Attorney and Custody
         Agreement") and a U.S. Power of Attorney and Custody Agreement (the
         "U.S. Power of Attorney and Custody Agreement")and to sell, transfer
         and deliver the Securities to be sold by such Selling Shareholder
         hereunder and under the U.S. Purchase Agreement. The execution and
         delivery of this Agreement, the U.S. Purchase Agreement, the
         International Power of Attorney and Custody Agreement and the U.S.
         Power of Attorney and Custody Agreement and the sale and delivery of
         the Securities to be sold by such Selling Shareholder and the
         consummation of the transactions contemplated herein and in the U.S.
         Purchase Agreement and compliance by such Selling Shareholder with its
         obligations hereunder and under the U.S. Purchase Agreement have been
         duly authorized by such Selling Shareholder and do not and will not,
         whether with or without the giving of notice or passage of time or
         both, conflict with or constitute a breach of, or default under, or
         result in the creation or imposition of any tax, lien, charge or
         encumbrance upon the Securities to be sold by such Selling Shareholder
         or any property or assets of such Selling Shareholder pursuant to any
         contract, indenture, mortgage, deed of trust, loan or credit agreement,
         note, license, lease or other agreement or instrument to which such
         Selling Shareholder is a party or by which such Selling Shareholder may
         be bound, or to which any of the property or assets of such Selling
         Shareholder is subject, nor will such action result in any violation of
         the provisions of the charter or by-laws or other organizational
         instrument of such Selling Shareholder, if applicable, or any
         applicable treaty, law, statute, rule, regulation, judgment, order,
         writ or decree of any government, government instrumentality or court,
         domestic or foreign, having jurisdiction over such Selling Shareholder
         or any of its properties.

                  (iii)    Good and Marketable Title. Such Selling Shareholder
         has and will at the Closing Time and, if any International Option
         Securities are purchased, on the Date of Delivery have good and
         marketable title to the Securities to be sold by such Selling
         Shareholder hereunder, free and clear of any security interest,
         mortgage, pledge, lien, charge, claim, equity or encumbrance of any
         kind, other than pursuant to this Agreement and the U.S. Purchase
         Agreement; and upon delivery of such Securities and payment of the
         purchase price therefor as contemplated herein and in the U.S. Purchase
         Agreement, assuming each such International Manager or U.S. Underwriter
         has no notice of any adverse claim, each of the International Managers
         and U.S. Underwriters will receive good and marketable title to the
         Securities purchased by it from such Selling Shareholder, free and
         clear of any security interest, mortgage, pledge, lien, charge, claim,
         equity or encumbrance of any kind.

                  (iv)     Due Execution of the International Power of Attorney
         and Custody Agreement. Such Selling Shareholder has duly executed and
         delivered, in the form heretofore furnished to the International
         Managers, the International Power of Attorney and Custody Agreement
         with [!] as attorney-in-fact (the "Attorney-in-Fact") and [the
         First National Bank of New York] , as custodian (the "Custodian"); the
         Custodian is authorized to deliver the Securities to be sold by such
         Selling Shareholder hereunder and



                                       11

<PAGE>   16

         to accept payment therefor; and the Attorney-in-Fact is authorized to
         execute and deliver this Agreement and the certificate referred to in
         Section 5(h) or that may be required pursuant to Sections 5(o) and 5(p)
         on behalf of such Selling Shareholder, to sell, assign and transfer to
         the International Managers the Securities to be sold by such Selling
         Shareholder hereunder, to determine the purchase price to be paid by
         the International Managers to such Selling Shareholder, as provided in
         Section 2(a) hereof, to authorize the delivery of the Securities to be
         sold by such Selling Shareholder hereunder, to accept payment therefor,
         and otherwise to act on behalf of such Selling Shareholder in
         connection with this Agreement.

                  (v)      Absence of Manipulation. Such Selling Shareholder has
         not taken, and will not take, directly or indirectly, any action which
         is designed to or which has constituted or which might reasonably be
         expected to cause or result in stabilization or manipulation of the
         price of any security of the Company to facilitate the sale or resale
         of the Securities.

                  (vi)     Absence of Further Requirements. No filing with, or
         consent, approval, authorization, order, registration, qualification or
         decree of, any court or governmental authority or agency, domestic or
         foreign, is necessary or required for the performance by each Selling
         Shareholder of its obligations hereunder or in the International Power
         of Attorney and Custody Agreement, or in connection with the sale and
         delivery of the Securities hereunder or the consummation of the
         transactions contemplated by this Agreement, except such as may have
         previously been made or obtained or as may be required under the 1933
         Act or the 1933 Act Regulations or state securities laws.

                  (vii)    Restriction on Sale of Securities. During a period of
         90 days from the date of the Prospectuses, such Selling Shareholder
         will not, without the prior written consent of Merrill Lynch, (i)
         offer, pledge, sell, contract to sell, sell any option or contract to
         purchase, purchase any option or contract to sell, grant any option,
         right or warrant to purchase or otherwise transfer or dispose of,
         directly or indirectly, any share of Common Stock or any securities
         convertible into or exercisable or exchangeable for Common Stock or
         file any registration statement under the 1933 Act with respect to any
         of the foregoing or (ii) enter into any swap or any other agreement or
         any transaction that transfers, in whole or in part, directly or
         indirectly, the economic consequence of ownership of the Common Stock,
         whether any such swap or transaction described in clause (i) or (ii)
         above is to be settled by delivery of Common Stock or such other
         securities, in cash or otherwise. The foregoing sentence shall not
         apply to the Securities to be sold hereunder or under the U.S. Purchase
         Agreement.

                  (viii)   Certificates Suitable for Transfer. Certificates for
         all of the Securities to be sold by such Selling Shareholder pursuant
         to this Agreement and the U.S. Purchase Agreement, in suitable form for
         transfer by delivery or accompanied by duly executed instruments of
         transfer or assignment in blank with signatures guaranteed, have been
         placed in custody with the Custodian with irrevocable conditional
         instructions to deliver such Securities to the International Managers
         and Underwriters pursuant to this Agreement and the U.S. Purchase
         Agreement.



                                       12

<PAGE>   17

                  (ix)     No Association with NASD. Neither such Selling
         Stockholder nor any of his affiliates directly, or indirectly through
         one or more intermediaries, controls, or is controlled by, or is under
         common control with, or has any other association with (within the
         meaning of Article I, Section 1(m) of the By-laws of the National
         Association of Securities Dealers, Inc.), any member firm of the
         National Association of Securities Dealers, Inc.

         (c)      Officer's Certificates. Any certificate signed by any officer
of the Company or any of its subsidiaries delivered to the Global Coordinator or
to counsel for the Underwriters shall be deemed a representation and warranty by
the Company to each International Manager as to the matters covered thereby; and
any certificate signed by or on behalf of the Selling Shareholders as such and
delivered to the Global Coordinator or to counsel for the Underwriters shall be
deemed a representation and warranty by such Selling Shareholder to each
International Manager as to the matters covered thereby.

         Section 2. Sale and Delivery to International Managers; Closing.

         (a)      Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company and each Selling Shareholder, severally and not jointly,
agrees to sell to each International Manager, severally and not jointly, and
each International Manager, severally and not jointly, agrees to purchase from
the Company and each Selling Shareholder, at the price per share set forth in
Schedule C, the number of Initial International Securities set forth in Schedule
B opposite the name of the Company or such Selling Shareholder, as the case may
be, which the number of Initial International Securities set forth in Schedule A
opposite the name of such International Manager, plus any additional number of
Initial International Securities which such International Manager may become
obligated to purchase pursuant to the provisions of Section 10 hereof, bears to
the total number of Initial International Securities , subject, in each case to
adjustments among the International Managers in their sole discretion shall make
to eliminate any sales or purchases of fractional securities.

         (b)      Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company and the Selling Shareholders, acting
severally and not jointly, hereby grant an option to the International Managers,
acting severally and not jointly, to purchase up to an additional 225,000 shares
of Common Stock, as set forth in Schedule B, at the price per share set forth in
Schedule C, less an amount per share equal to any dividends or distributions
declared by the Company and payable on the Initial International Securities but
not payable on the International Option Securities. The option hereby granted
will expire 30 days after the date hereof and may be exercised in whole or in
part from time to time only for the purpose of covering over-allotments which
may be made in connection with the offering and distribution of the Initial
International Securities upon notice by the Global Coordinator to the Company
and the Selling Shareholders setting forth the number of International Option
Securities as to which the several International Managers are then exercising
the option and the time and date of payment and delivery for such International
Option Securities. Any such time and date of delivery for the International
Option Securities (a "Date of Delivery") shall be determined by the Global
Coordinator, but shall not be later than



                                       13

<PAGE>   18

seven full business days after the exercise of said option, nor in any event
prior to the Closing Time, as hereinafter defined. If the option is exercised as
to all or any portion of the International Option Securities, each of the
International Managers, acting severally and not jointly, will purchase, on a
pro rata basis, that proportion of the total number of International Option
Securities then being purchased from the Company and each Selling Shareholder,
as set forth in Schedule B, which the number of Initial International Securities
set forth in Schedule A opposite the name of such International Manager bears to
the total number of Initial International Securities, subject in each case to
such adjustments as the Global Coordinator in its discretion shall make to
eliminate any sales or purchases of fractional shares.

         (c)      Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Brown &
Wood LLP, or at such other place as shall be agreed upon by the Global
Coordinator and the Company and the Selling Shareholders, at 9:00 A.M. (Eastern
time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time)
on any given day) business day after the date hereof (unless postponed in
accordance with the provisions of Section 10), or such other time not later than
ten business days after such date as shall be agreed upon by the Global
Coordinator and the Company and the Selling Shareholders (such time and date of
payment and delivery being herein called "Closing Time").

         In addition, in the event that any or all of the International Option
Securities are purchased by the International Managers, payment of the purchase
price for, and delivery of certificates for, such International Option
Securities shall be made at the above-mentioned offices, or at such other place
as shall be agreed upon by the Global Coordinator and the Company and the
Selling Shareholders, on each Date of Delivery as specified in the notice from
the Global Coordinator to the Company and the Selling Shareholders.

         Payment shall be made to the Company and the Selling Shareholders by
wire transfer of immediately available funds to bank accounts designated by the
Company and the Custodian pursuant to each Selling Shareholder's International
Power of Attorney and Custody Agreement, as the case may be, against delivery to
the International Managers of certificates for the International Securities to
be purchased by them. Merrill Lynch, individually and not as representative of
the International Managers, may (but shall not be obligated to) make payment of
the purchase price for the Initial International Securities or the International
Option Securities, if any, to be purchased by any International Manager whose
funds have not been received by the Closing Time or the relevant Date of
Delivery, as the case may be, but such payment shall not relieve such
International Manager from its obligations hereunder.

         (d)      Denominations; Registration. Certificates for the Initial
International Securities and the International Option Securities, if any, shall
be in such denominations and registered in such names as the International
Managers may request in writing at least one full business day before the
Closing Time or the relevant Date of Delivery, as the case may be. The
certificates for the Initial International Securities and the International
Option Securities, if any, will be made available for examination and packaging
by the International Managers in The City of New York not later than 10:00 A.M.
(Eastern time) on the business day prior to the Closing Time or the relevant
Date of Delivery, as the case may be.



                                       14

<PAGE>   19

         Section 3. Covenants of the Company.  The Company covenants with each
International Manager as follows:

         (a)      Compliance with Securities Regulations and Commission
Requests. The Company, subject to Section 3(b), will comply with the
requirements of Rule 430A or Rule 434, as applicable, and will notify the Global
Coordinator immediately, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement shall become effective,
or any supplement to the Prospectuses or any amended Prospectuses shall have
been filed, (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectuses or for additional information,
and (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or, when known to the Company, threatening of any proceedings for
any of such purposes. The Company will promptly effect the filings necessary
pursuant to Rule 424(b) and will take such steps as it deems necessary to
ascertain promptly whether the form of prospectus transmitted for filing under
Rule 424(b) was received for filing by the Commission and, in the event that it
was not, it will promptly file such prospectus. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.

         (b)      Filing of Amendments. The Company will give the Global
Coordinator notice of its intention to file or prepare any amendment to the
Registration Statement (including any filing under Rule 462(b)), any Term Sheet
or any amendment, supplement or revision to either the prospectus included in
the Registration Statement at the time it became effective or to the
Prospectuses, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will
furnish the Global Coordinator with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not file or use any such document to which the Global Coordinator or
counsel for the Underwriters shall object.

         (c)      Delivery of Registration Statements. The Company has furnished
or will deliver to the International Managers and counsel for the Underwriters,
without charge, signed copies of the Registration Statement as originally filed
and of each amendment thereto (including exhibits filed therewith or
incorporated by reference therein and documents incorporated or deemed to be
incorporated by reference therein) and signed copies of all consents and
certificates of experts. The copies of the Registration Statement and each
amendment thereto furnished to the International Managers will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.

         (d)      Delivery of Prospectuses. The Company has delivered to each
International Manager, without charge, as many copies of each preliminary
prospectus as such International Manager reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the 1933
Act. The Company will furnish to each International Manager, without charge,
during the period when the International Prospectus is required to be delivered
under the 1933 Act or the 1934 Act, such number of copies of the International
Prospectus (as



                                       15

<PAGE>   20

amended or supplemented) as such International Manager may reasonably request.
The International Prospectus and any amendments or supplements thereto furnished
to the International Managers will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

         (e)      Continued Compliance with Securities Laws. The Company will
comply with the 1933 Act and the 1933 Act Regulations so as to permit the
completion of the distribution of the Securities as contemplated in this
Agreement, the U.S. Purchase Agreement and in the Prospectuses. If at any time
when a prospectus is required by the 1933 Act to be delivered in connection with
sales of the Securities, any event shall occur or condition shall exist as a
result of which it is necessary, in the reasonable opinion of counsel for the
Underwriters or for the Company, to amend the Registration Statement or amend or
supplement any Prospectus in order that the Prospectuses will not include any
untrue statements of a material fact or omit to state a material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, or if it
shall be necessary, in the reasonable opinion of such counsel, at any such time
to amend the Registration Statement or amend or supplement any Prospectus in
order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, the Company will promptly prepare and file with the Commission,
subject to Section 3(b), such amendment or supplement as may be necessary to
correct such statement or omission or to make the Registration Statement or the
Prospectuses comply with such requirements, and the Company will furnish to the
International Managers such number of copies of such amendment or supplement as
the International Managers may reasonably request.

         (f)      Blue Sky Qualifications. The Company will use its best
efforts, in cooperation with the International Managers, to qualify the
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions (domestic or foreign) as the Global Coordinator
may designate and to maintain such qualifications in effect for a period of not
less than one year from the later of the effective date of the Registration
Statement and any Rule 462(b) Registration Statement; provided, however, that
the Company shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. In each jurisdiction in which the Securities have been so
qualified, the Company will file such statements and reports as may be required
by the laws of such jurisdiction to continue such qualification in effect for a
period of not less than one year from the effective date of the Registration
Statement and any Rule 462(b) Registration Statement.

         (g)      Rule 158. The Company will timely file such reports pursuant
to the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

         (h)      Use of Proceeds. The Company will use the net proceeds
received by it from the sale of the Securities in the manner specified in the
Prospectuses under "Use of Proceeds".



                                       16

<PAGE>   21

   
         (i)      Listing. The Company will use its best efforts to effect the
listing of the Securities on the New York Stock Exchange and maintain such
listing on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq Stock Market.
    

         (j)      Restriction on Sale of Securities. During a period of 90 days
from the date of the Prospectuses, the Company will not, without the prior
written consent of the Global Coordinator, (i) directly or indirectly, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of any share of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
file any registration statement under the 1933 Act with respect to any of the
foregoing or (ii) enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Common Stock, whether any such swap or
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) the Securities to be sold hereunder or under the
U.S. Purchase Agreement, (B) any shares of Common Stock issued by the Company
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof and referred to in the Prospectuses, (C) any
shares of Common Stock issued or options to purchase Common Stock granted
pursuant to existing employee benefit plans of the Company referred to in the
Prospectuses or (D) any shares of Common Stock issued pursuant to any
non-employee director stock plan or dividend reinvestment plan.

         (k)      Reporting Requirements. The Company, during the period when
the Prospectuses are required to be delivered under the 1933 Act or the 1934
Act, will file all documents required to be filed with the Commission pursuant
to the 1934 Act within the time periods required by the 1934 Act and the 1934
Act Regulations.

         Section 4. Payment of Expenses.

         (a)      Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of this
Agreement, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters and the transfer of
the Securities between the U.S. Underwriters and the International Managers,
(iv) the fees and disbursements of the Company's counsel, accountants and other
advisors, (v) the qualification of the Securities under securities laws in
accordance with the provisions of Section 3(f) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of the Blue Sky
Survey and any supplement thereto, (vi) the printing and delivery to the
Underwriters of copies of each preliminary prospectus, any Term Sheets and of
the Prospectuses and any amendments or supplements thereto, (vii) the
preparation, printing and delivery to the Underwriters of copies of the Blue Sky



                                       17

<PAGE>   22

Survey and any supplement thereto, (viii) the fees and expenses of any transfer
agent or registrar for the Securities, (ix) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the National Association of Securities Dealers, Inc. (the
"NASD") of the terms of the sale of the Securities and (x) the fees and expenses
incurred in connection with the listing of the Securities on the New York Stock
Exchange.

         (b)      Expenses of the Selling Shareholders. The Selling
Shareholders, severally and not jointly, will pay all expenses incident to the
performance of their respective obligations under, and the consummation of the
transactions contemplated by this Agreement, including (i) any stamp duties,
capital duties and stock transfer taxes, if any, payable upon the sale of the
Securities to the International Managers, and their transfer between the
International Managers pursuant to an agreement between such International
Managers, and (ii) the fees and disbursements of their respective counsel and
accountants.

         (c)      Termination of Agreement. If this Agreement is terminated by
the International Managers in accordance with the provisions of Section 5(q) or
Section 9(a)(i) hereof, the Company shall reimburse the International Managers
for all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

         (d)      Allocation of Expenses. The provisions of this Section shall
not affect any agreement that the Company and the Selling Shareholders may make
for the sharing of such costs and expenses.

         Section 5. Conditions of International Managers' Obligations. The
obligations of the several International Managers hereunder are subject to the
accuracy of the representations and warranties of the Company and the Selling
Shareholders contained in Section 1 hereof or in certificates of any officer of
the Company or any subsidiary of the Company or on behalf of any Selling
Shareholder delivered pursuant to the provisions hereof, to the performance by
the Company of its covenants and other obligations hereunder, and to the
following further conditions:

         (a)      Effectiveness of Registration Statement. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective and at Closing Time no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission, and any request on the part
of the Commission for additional information shall have been complied with to
the reasonable satisfaction of counsel to the Underwriters. A prospectus
containing the Rule 430A Information shall have been filed with the Commission
in accordance with Rule 424(b) (or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with the
requirements of Rule 430A) or, if the Company has elected to rely upon Rule 434,
a Term Sheet shall have been filed with the Commission in accordance with Rule
424(b).

         (b)      Opinion of Counsel for Company. At Closing Time, the
International Managers shall have received the favorable opinion, dated as of
Closing Time, of Holland & Knight LLP,



                                       18

<PAGE>   23

counsel for the Company, in form and substance satisfactory to counsel for the
Underwriters, and to the effect set forth in Exhibit A hereto and to such
further effect as counsel to the Underwriters may reasonably request.

         (c)      Opinion of Counsel for the Selling Shareholders. At Closing
Time, the International Managers shall have received the favorable opinion,
dated as of Closing Time, of [[!]], counsel for the Selling Shareholders, in
form and substance satisfactory to counsel for the Underwriters, and to the
effect set forth in Exhibit B hereto and to such further effect as counsel to
the Underwriters may reasonably request.

         (d)      Opinion of Counsel for Non-U.S. Subsidiaries. At Closing Time,
the International Managers shall have received the favorable opinion, dated as
of Closing Time, of [[!]], counsel for the Company's non-U.S. Subsidiaries, in
form and substance satisfactory to counsel for the Underwriters, and to the
effect set forth in Exhibit C hereto and to such further effect as counsel to
the Underwriters may reasonably request.

         (e)      [Opinion of Patent Counsel for Company. At Closing Time, the
International Managers shall have received the favorable opinion, dated as of
Closing Time, of [!], special patent counsel for the Company, in form and
substance satisfactory to counsel for the Underwriters, and to the effect set
forth in Exhibit D hereto and to such further effect as counsel to the
Underwriters may reasonably request.]

         (f)      Opinion of Counsel for Underwriters. At Closing Time, the
International Managers shall have received the favorable opinion, dated as of
Closing Time, of Brown & Wood LLP, counsel for the Underwriters, with respect to
the matters set forth in clauses (i), (iii), (vi), (vii) (solely as to
preemptive or other similar rights arising by operation of law or under the
charter or by-laws of the Company), (ix) through (xi), inclusive, (xiii), (xv)
(solely as to the information incorporated by reference into the Prospectuses
regarding the description of Company's Common Stock) and the penultimate
paragraph of Exhibit A hereto. In giving such opinion such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the law of the
State of New York, the federal law of the United States and the General
Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the International Managers. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company and its
subsidiaries and certificates of public officials.

         (g)      Officers' Certificate. At Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Prospectuses, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, and the
International Managers shall have received a certificate of the President or a
Vice President of the Company and of the chief financial or chief accounting
officer of the Company, dated as of Closing Time, to the effect that (i) there
has been no such material adverse change, (ii) the representations and
warranties in Section 1(a) hereof are true and correct with the same force and
effect as though expressly made at and as of Closing Time, (iii) the Company has
complied with all agreements and satisfied all


                                       19

<PAGE>   24

conditions on its part to be performed or satisfied at or prior to Closing Time,
and (iv) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or are contemplated by the Commission.

         (h)      Certificate of Selling Shareholders. At Closing Time, the
International Managers shall have received a certificate of an Attorney-in-Fact
on behalf of each Selling Shareholder, dated as of Closing Time, to the effect
that (i) the representations and warranties of each Selling Shareholder
contained in Section 1(b) hereof are true and correct in all respects with the
same force and effect as though expressly made at and as of Closing Time and
(ii) each Selling Shareholder has complied in all material respects with all
agreements and all conditions on its part to be performed under this Agreement
at or prior to Closing Time.

         (i)      Accountant's Comfort Letter. At the time of the execution of
this Agreement, the International Managers shall have received from KPMG LLP a
letter dated such date, in form and substance satisfactory to them, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and the
Prospectuses.

         (j)      Bring-down Comfort Letter. At Closing Time, the International
Managers shall have received from KPMG LLP a letter, dated as of Closing Time,
to the effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (i) of this Section, except that the specified date
referred to shall be a date not more than three business days prior to Closing
Time.

         (k)      Approval of Listing. At Closing Time, the Securities shall
have been approved for listing on the New York Stock Exchange, subject only to
official notice of issuance.

         (l)      No Objection. The NASD has confirmed that it has not raised
any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

         (m)      Lock-up Agreements. At the date of this Agreement, the
International Managers shall have received an agreement substantially in the
form of Exhibit E to the U.S. Purchase Agreement signed by the persons listed on
Schedule E hereto.

         (n)      Purchase of Initial U.S. Securities. Contemporaneously with
the purchase by the International Managers of the Initial International
Securities under this Agreement, the U.S. Underwriters shall have purchased the
Initial U.S. Securities under the U.S. Purchase Agreement.

         (o)      Conditions to Purchase of International Option Securities. In
the event that the International Managers exercise their option provided in
Section 2(b) hereof to purchase all or any portion of the International Option
Securities, the representations and warranties of the Company and the Selling
Shareholders contained herein and the statements in any certificates furnished
by the Company, any subsidiary of the Company or the Selling Shareholders
hereunder shall be true and correct as of each Date of Delivery and, at the
relevant Date of Delivery, the International Managers shall have received:


                                       20

<PAGE>   25
                  (i)      Officers' Certificate. A certificate, dated such Date
         of Delivery, of the President or a Vice President of the Company and of
         the chief financial or chief accounting officer of the Company
         confirming that the certificate delivered at the Closing Time pursuant
         to Section 5(g) hereof remains true and correct as of such Date of
         Delivery.

                  (ii)     Certificate of Selling Shareholders. A certificate,
         dated such Date of Delivery, of an Attorney-in-Fact on behalf of each
         Selling Shareholder confirming that the certificate delivered at
         Closing Time pursuant to Section 5(h) remains true and correct as of
         such Date of Delivery.

                  (iii)    Opinion of Counsel for Company. The favorable opinion
         of Holland & Knight LLP, counsel for the Company, in form and substance
         satisfactory to counsel for the Underwriters, dated such Date of
         Delivery, relating to the International Option Securities to be
         purchased on such Date of Delivery and otherwise to the same effect as
         the opinion required by Section 5(b) hereof.

                  (iv)     Opinion of Counsel for the Selling Shareholders. The
         favorable opinion of [!], counsel for the Selling Shareholders, in
         form and substance satisfactory to counsel for the Underwriters, dated
         such Date of Delivery, relating to the International Option Securities
         to be purchased on such Date of Delivery and otherwise to the same
         effect as the opinion required by Section 5(c) hereof.

                  (v)      Opinion of Counsel for the Company's Non-U.S.
         Subsidiaries. The favorable opinion of [!], counsel for the Company's
         Non-U.S. Subsidiaries, in form and substance satisfactory to counsel
         for the Underwriters, dated such Date of Delivery, relating to the
         International Option Securities to be purchased on such Date of
         Delivery and otherwise to the same effect as the opinion required by
         Section 5(d) hereof.

                  (vi)     Opinion of Patent Counsel for the Company. The
         favorable opinion of [!], patent counsel for the Company, in form and
         substance satisfactory to counsel for the Underwriters, dated such Date
         of Delivery, relating to the International Option Securities to be
         purchased on such Date of Delivery and otherwise to the same effect as
         the opinion required by Section 5(e) hereof.

                  (vii)    Opinion of Counsel for Underwriters. The favorable
         opinion of Brown & Wood LLP, counsel for the Underwriters, dated such
         Date of Delivery, relating to the International Option Securities to be
         purchased on such Date of Delivery and otherwise to the same effect as
         the opinion required by Section 5(f) hereof.

                  (viii)   Bring-down Comfort Letter. A letter from KPMG LLP, in
         form and substance satisfactory to the International Managers and dated
         such Date of Delivery, pursuant to Section 5(j) hereof, except that the
         "specified date" in the letter furnished pursuant to this paragraph
         shall be a date not more than five days prior to such Date of Delivery.


                                       21

<PAGE>   26

         (p)      Additional Documents. At Closing Time and at each Date of
Delivery counsel for the Underwriters shall have been furnished with such
documents and opinions as they may require for the purpose of enabling them to
pass upon the issuance and sale of the Securities as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance to the
International Managers and counsel for the Underwriters.

         (q)      Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of International
Option Securities on a Date of Delivery which is after the Closing Time, the
obligations of the several International Managers to purchase the relevant
Option Securities may be terminated by the International Managers by notice to
the Company at any time at or prior to Closing Time or such Date of Delivery, as
the case may be, and such termination shall be without liability of any party to
any other party except as provided in Section 4 and except that Sections 1, 6, 7
and 8 shall survive any such termination and remain in full force and effect.

         Section 6. Indemnification.

         (a)      Indemnification of International Managers. The Company and the
Selling Shareholders, jointly and severally, agree to indemnify and hold
harmless each International Manager and each person, if any, who controls any
International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

                  (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto), including the
         Rule 430A Information and the Rule 434 Information, if applicable, or
         the omission or alleged omission therefrom of a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any preliminary prospectus or
         the Prospectuses (or any amendment or supplement thereto), or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;

                  (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Company; and


                                       22

<PAGE>   27

   
                  (iii)    against any and all expense whatsoever, as incurred 
         (including the fees and disbursements of counsel chosen by Merrill
         Lynch), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;
    

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
International Manager or by any U.S. Underwriter through the U.S.
Representatives expressly for use in the Registration Statement (or any
amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the International
Prospectus (or any amendment or supplement thereto); and provided further that
the Company will not be liable to any International Manager with respect to any
preliminary International prospectus to the extent that the Company shall
sustain the burden of proving that any such loss, liability, claim, damage or
expense resulted from the fact that such International Manager, in contravention
of a requirement of applicable law, sold Securities to a person to whom such
International Manager failed to send or give, at or prior to the Closing Date, a
copy of the International Prospectus (or the International Prospectus as amended
or supplemented) if (i) the Company has previously furnished copies thereof
(sufficiently in advance of the Closing Date and in sufficient quantity to allow
for distribution by the Closing Date) to the International Managers and the
loss, liability, claim, damage or expense of such International Manager resulted
from an untrue statement or omission of a material fact contained in or omitted
from the preliminary International prospectus which was corrected in the
International Prospectus (or the International Prospectus as amended or
supplemented) prior to the Closing Date and such International Prospectus was
required by law to be delivered at or prior to the written confirmation of sale
to such person and (ii) such failure to give or send such International
Prospectus by the Closing Date to the party or parties asserting such loss,
liability, claim, damage or expense would have constituted the sole defense to
the claim asserted by such person.

         (b)      Indemnification of Company, Directors and Officers and Selling
Shareholders. Each International Manager severally agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and
each Selling Shareholder against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary International prospectus or the
International Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by such
International Manager expressly for use in the Registration Statement (or any
amendment thereto) or such



                                       23

<PAGE>   28

preliminary prospectus or the International Prospectus (or any amendment or
supplement thereto).

         (c)      Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)
above, counsel to the indemnified parties shall be selected by Merrill Lynch,
and, in the case of parties indemnified pursuant to Section 6(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim 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 any indemnified party.

   
         (d)      Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for the fees and expenses of counsel
which the indemnifying party is required to pay pursuant to Section 6(a)(iii)
and Section 6(b) hereof, such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 6(a)(ii) effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
as required hereunder in accordance with such request prior to the date of such
settlement.
    

         (e)      Limitation on Indemnification by Selling Shareholders. No
Selling Shareholder shall be responsible pursuant to this Section 6 for the
payment of an amount which exceeds an amount equal to (i) the purchase price per
share for the International Securities to be paid by the several International
Managers set forth in Schedule C hereto multiplied by (ii) the number of
International Securities sold to the International Managers by such Selling
Shareholder hereunder.


                                       24

<PAGE>   29

         (f)      Other Agreements with Respect to Indemnification. The
provisions of this Section shall not affect any agreement among the Company and
the Selling Shareholders with respect to indemnification.

         Section 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (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 International Managers on the other
hand from the offering of the Securities pursuant to this Agreement or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Shareholders on the one hand and of the International Managers on
the other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, 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 International Managers on the other hand in
connection with the offering of the International Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of the International Securities pursuant to this
Agreement (before deducting expenses) received by the Company and the Selling
Shareholders and the total underwriting discount received by the International
Managers, in each case as set forth on the cover of the International
Prospectus, or, if Rule 434 is used, the corresponding location on the Term
Sheet, bear to the aggregate initial public offering price of the International
Securities as set forth on such cover.

         The relative fault of the Company and the Selling Shareholders on the
one hand and the International Managers on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Selling Shareholders
or by the International Managers and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

         The Company, the Selling Shareholders and the International Managers
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the International
Managers were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 7. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 7 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.



                                       25

<PAGE>   30

         Notwithstanding the provisions of this Section 7, no International
Manager shall be required to contribute any amount in excess of the amount by
which the total price at which the International Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such International Manager has otherwise been required to pay
by reason of any 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 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
International Manager, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act, and each Selling Shareholder shall have the same rights to
contribution as the Company. The International Managers' respective obligations
to contribute pursuant to this Section 7 are several in proportion to the number
of Initial International Securities set forth opposite their respective names in
Schedule A hereto and not joint.

         The provisions of this Section shall not affect any agreement among the
Company and the Selling Shareholders with respect to contribution.

         Section 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any of its
subsidiaries or the Selling Shareholders submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any International Manager or controlling person, or by or on
behalf of the Company or the Selling Shareholders, and shall survive delivery of
the Securities to the International Managers.

         Section 9. Termination of Agreement.

         (a)      Termination; General. The International Managers may terminate
this Agreement, by notice to the Company and the Selling Shareholders, at any
time at or prior to Closing Time (i) if there has been, since the time of
execution of this Agreement or since the respective dates as of which
information is given in the International Prospectus, any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred any material adverse change in the financial markets
in the United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the International Managers, impracticable
to market the Securities or to enforce contracts for the



                                       26

<PAGE>   31

sale of the Securities, or (iii) if trading in any securities of the Company has
been suspended or materially limited by the Commission or the New York Stock
Exchange, or if trading generally on the American Stock Exchange or the New York
Stock Exchange or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the National Association of Securities Dealers,
Inc. or any other governmental authority, or (iv) if a banking moratorium has
been declared by either Federal or New York authorities.

         (b)      Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

         Section 10. Default by One or More of the International Managers. If
one or more of the International Managers shall fail at Closing Time or a Date
of Delivery to purchase the Securities which it or they are obligated to
purchase under this Agreement (the "Defaulted Securities"), the non-defaulting
International Managers shall have the right, within 24 hours thereafter, to make
arrangements to purchase all, but not less than all, of the Defaulted Securities
in such amounts as may be agreed upon and upon the terms herein set forth; if,
however, the non-defaulting International Managers shall not have completed such
arrangements within such 24-hour period, then:

                  (i)      if the number of Defaulted Securities does not exceed
         10% of the number of International Securities to be purchased on such
         date, each of the non-defaulting International Managers shall be
         obligated, severally and not jointly, to purchase the full amount
         thereof in the proportions that their respective underwriting
         obligations hereunder bear to the underwriting obligations of all
         non-defaulting International Managers, or

                  (ii)     if the number of Defaulted Securities exceeds 10% of
         the number of International Securities to be purchased on such date,
         this Agreement or, with respect to any Date of Delivery which occurs
         after the Closing Time, the obligation of the International Managers to
         purchase and of the Company to sell the Option Securities to be
         purchased and sold on such Date of Delivery shall terminate without
         liability on the part of any non-defaulting International Manager.

         No action taken pursuant to this Section shall relieve any defaulting
International Manager from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the
International Managers to purchase and the Company and the Selling Shareholders
to sell the relevant International Option Securities, as the case may be, either
(i) the non-defaulting International Managers or (ii) the Company and any
Selling Shareholder shall have the right to postpone Closing Time or the
relevant Date of Delivery, as the case may be, for a period not exceeding seven
days in order to effect any required changes in



                                       27

<PAGE>   32

the Registration Statement or Prospectus or in any other documents or
arrangements. As used herein, the term "International Manager" includes any
person substituted for an International Manager under this Section 10.

         Section 11. Default by one or more of the Selling Shareholders or the
Company.

                  (i)      If a Selling Shareholder shall fail at Closing Time
         or at a Date of Delivery to sell and deliver the number of Securities
         which such Selling Shareholder or Selling Shareholders are obligated to
         sell hereunder, and the remaining Selling Shareholder does not exercise
         the right hereby granted to increase, pro rata or otherwise, the number
         of Securities to be sold by him hereunder to the total number to be
         sold by all Selling Shareholders as set forth in Schedule B hereto,
         then the International Managers may, by notice from the International
         Managers to the Company and the non-defaulting Selling Shareholder,
         either (a) terminate this Agreement without any liability on the fault
         of any non-defaulting party except that the provisions of Sections 1,
         4, 6, 7 and 8 shall remain in full force and effect or (b) elect to
         purchase the Securities which the non-defaulting Selling Shareholder
         and the Company have agreed to sell hereunder. No action taken pursuant
         to this Section 11 shall relieve any Selling Shareholder so defaulting
         from liability, if any, in respect of such default.

         In the event of a default by any Selling Shareholder as referred to in
this Section 11, each of the International Managers, the Company and the
non-defaulting Selling Shareholder shall have the right to postpone Closing Time
or Date of Delivery for a period not exceeding seven days in order to effect any
required change in the Registration Statement or Prospectus or in any other
documents or arrangements.

                  (ii)     If the Company shall fail at Closing Time or at the
         Date of Delivery to sell the number of Securities that it is obligated
         to sell hereunder, then this Agreement shall terminate without any
         liability on the part of any non-defaulting party; provided, however,
         that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full
         force and effect. No action taken pursuant to this Section shall
         relieve the Company from liability, if any, in respect of such default.

         Section 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
International Managers shall be directed to the Global Coordinator at North
Tower, World Financial Center, New York, New York 10281-1201, attention of
[!]; and notices to the Company shall be directed to it at 10800 Roosevelt
Boulevard, St. Petersburg, Florida 33716, attention of General Counsel.

         Section 13. Parties. This Agreement shall each inure to the benefit of
and be binding upon the International Managers, the Company and the Selling
Shareholders and their respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the International Managers, the Company and the Selling
Shareholders and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or



                                       28

<PAGE>   33

equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the
International Managers, the Company and the Selling Shareholders and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any International
Manager shall be deemed to be a successor by reason merely of such purchase.

         Section 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

         Section 15. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.













                                       29

<PAGE>   34

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the International Managers and the Company in accordance with its terms.

                                 Very truly yours,

                                 JABIL CIRCUIT, INC.



                                 By
                                    --------------------------------------------
                                          Title:




                                 WILLIAM E. MOREAN RESIDUAL TRUST



                                 By
                                    --------------------------------------------
                                          Title:





                                 CHEYENNE HOLDINGS LIMITED PARTNERSHIP



                                 By
                                    --------------------------------------------
                                          Title:





                                 TASAN LIMITED PARTNERSHIP



                                 By
                                    --------------------------------------------
                                          Title:





                                       30

<PAGE>   35


CONFIRMED AND ACCEPTED,
         as of the date first above written:


MERRILL LYNCH INTERNATIONAL
DONALDSON, LUFKIN & JENRETTE INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED
C.E. UNTERBERG, TOWBIN
THOMAS WEISEL PARTNERS LLC

BY: MERRILL LYNCH INTERNATIONAL


By
  -----------------------------------------------
                 Authorized Signatory



















                                       31

<PAGE>   36


                                   SCHEDULE A




<TABLE>
<CAPTION>
                                                           Number of
                                                     Initial International
Name of International Manager                              Securities
- -----------------------------                              ----------

<S>                                                  <C>
Merrill Lynch International......................
Donaldson, Lufkin & Jenrette International
Salomon Brothers International Limited
C.E. Unterberg, Towbin
Thomas Weisel Partners LLC
                                                     -----------------------


Total............................................            1,500,000
                                                             =========
</TABLE>















                                    Sch A-1

<PAGE>   37


                                   SCHEDULE B



<TABLE>
<CAPTION>
                                            Number of Initial        Maximum Number of
                                              International        International Option
                                           Securities to be Sold   Securities to Be Sold
                                           ---------------------   ---------------------
<S>                                        <C>                     <C>
JABIL CIRCUIT, INC.

William E. Morean Residual Trust

Cheyenne Holdings Limited Partnership

Tasan Limited Partnership

Total...............................           1,500,000                  225,000
</TABLE>




















                                    Sch B-1


<PAGE>   38


                                   SCHEDULE C

                               JABIL CIRCUIT, INC.

                        1,500,000 Shares of Common Stock
                           (Par Value $.001 Per Share)






         1.       The initial public offering price per share for the
Securities, determined as provided in said Section 2, shall be $[!].

         2.       The purchase price per share for the International Securities
to be paid by the several International Managers shall be $[!], being an
amount equal to the initial public offering price set forth above less $[!]
per share; provided that the purchase price per share for any International
Option Securities purchased upon the exercise of the over-allotment option
described in Section 2(b) shall be reduced by an amount per share equal to any
dividends or distributions declared by the Company and payable on the Initial
International Securities but not payable on the International Option Securities.














                                    Sch C-1

<PAGE>   39

   
                        INTERNATIONAL PURCHASE AGREEMENT
    

                                   SCHEDULE D

                             [List of Subsidiaries]


   

<TABLE>
<CAPTION>
                                              COUNTRY OF    
NAME OF ENTITY                               INCORPORATION      % OF OWNERSHIP
- ---------------------------------------      -------------      --------------

<S>                                          <C>                <C>
Jabil Circuit of Michigan, Inc.              Michigan           100% Owned by Jabil Circuit, Inc.
1700 Atlantic Boulevard
Metro North Technology Park
Auburn Hills, Michigan 48326

Jabil Circuit de Mexico, S.A. de C.V.        Mexico             >99% Owned by Jabil Circuit, Inc.
Avenida Valdepenas No. 1993                                     <1% Owned by William D. Morean
Lomas de Zapopan 45130                                          (49,999 Shares Owned by Jabil Circuit, Inc.)
Zapopan, Jalisco, Mexico                                        (1 Share Owned by William D. Morean)

Jabil Circuit Sdn Bhd                        Malaysia           100% Owned by Jabil Circuit, Inc.
56, Hilir Sungai Keluang1
Bayan Lepas Industrial Park, Phase 4
11900 Penang, Malaysia

Jabil Circuit Limited                        Scotland           100% Owned by Jabil Circuit, Inc.
Oakbank Park Drive
Midcalder
Livingston, Scotland EH53 OTJ
United Kingdom

Jabil Circuit S.r.l.                         Italy              95% Owned by Jabil Circuit Limited
Viale Europa, 2                                                 5% Owned by Jabil Circuit, Inc.
24040 Stezzano
Bergamo
Italy

Jabil Circuit Foreign Sales Corporation      Barbados           100% Owned by Jabil Circuit, Inc.
Hasting Business Services Ltd.
Christ Church, Barbados

Jabil Partners                               Scotland           50% Owned by Jabil Circuit, Inc.
(United Kingdom Partnership)                                    50% Owned by Jabil Circuit of Michigan, Inc.
Oakbank Park Drive
Midcalder
Livingston, Scotland EH53 OTJ
United Kingdom

Jabil Luxembourg, S.a.r.l.                   Luxembourg         100% Owned by Jabil Partners
5 Boulevard de la Foire
L-1528 Luxembourg

</TABLE>

    




                                    Sch D-1



<PAGE>   40


                                   SCHEDULE E

                          [List of persons and entities
                               subject to lock-up]



William D. Morean, individually and as a signatory for the following
         stockholders
         William E. Morean Residual Trust
         Cheyenne Holdings Limited Partnership
         Eagle's Wing Foundation

Audrey M. Petersen, individually and as a signatory for the following
         stockholders
         William E. Morean Residual Trust
         Morean Limited Partnership
         Audrey Petersen Revocable Trust

Thomas A. Sansone, individually and as a signatory for the following
         stockholders
         TASAN Limited Partnership
         Life's Requite, Inc.

Ronald J. Rapp
Mel S. Lavitt
Lawrence J. Murphy
Frank A. Newman
Steven A. Raymund
Timothy L. Main
Chris Lewis
Robert L. Paver
Mark Mondello
Wesley B. Edwards
Paul H. Bittner
Randon A. Haight
Beth A. Walters
Scott D. Brown
Jeffrey J. Lumetta
Michael F. Ward
Roland J. Burke
William E. Peters
David S. Ebeling
Frank Krajcirovic
Forbes I.J. Alexander



                                    Sch E-1


<PAGE>   41


                                                                       EXHIBIT A

                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)


         (i)      The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware.

         (ii)     The Company has corporate power and authority to own, lease
and operate its properties and to conduct its business as described in the
Prospectuses and to enter into and perform its obligations under the
International Purchase Agreement and the U.S. Purchase Agreement.

         (iii)    The Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

         (iv)     The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectuses in the column entitled "Actual"
under the caption "Capitalization" (except for subsequent issuances, if any,
pursuant to the International Purchase Agreement and the U.S. Purchase Agreement
or pursuant to reservations, agreements or employee benefit plans referred to in
the Prospectuses or pursuant to the exercise of convertible securities or
options referred to in the Prospectuses); the shares of issued and outstanding
capital stock have been duly authorized and validly issued and are fully paid
and non-assessable; and none of the outstanding shares of capital stock of the
Company was issued in violation of the preemptive or other similar rights of any
securityholder of the Company.

         (v)      The Securities to be purchased by the International Managers
and the U.S. Underwriters from the Company have been duly authorized for
issuance and sale to the Underwriters pursuant to the International Purchase
Agreement and the U.S. Purchase Agreement, respectively, and, when issued and
delivered by the Company pursuant to the International Purchase Agreement and
the U.S. Purchase Agreement, respectively, against payment of the consideration
set forth in the U.S. Purchase Agreement and the International Purchase
Agreement, will be validly issued and fully paid and non-assessable and no
holder of the Securities is or will be subject to personal liability by reason
of being such a holder.

         (vi)     The issuance of the Securities is not subject to the
preemptive or other similar rights of any securityholder of the Company.

         (vii)    Each Subsidiary has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Prospectuses and
is duly qualified as a foreign corporation to



                                      A-1

<PAGE>   42

transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect; except as
otherwise disclosed in the Registration Statement, all of the issued and
outstanding capital stock of each Subsidiary has been duly authorized and
validly issued, is fully paid and non-assessable and, to the best of our
knowledge, is owned by the Company, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; none of the outstanding shares of capital stock of any Subsidiary was
issued in violation of the preemptive or similar rights of any securityholder of
such Subsidiary.

         (viii)   The International Purchase Agreement and the U.S. Purchase
Agreement have been duly authorized, executed and delivered by the Company.

         (ix)     The Registration Statement, including any Rule 462(b)
Registration Statement, has been declared effective under the 1933 Act; any
required filing of the Prospectuses pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b); and, to the best of
our knowledge, no stop order suspending the effectiveness of the Registration
Statement or any Rule 462(b) Registration Statement has been issued under the
1933 Act and no proceedings for that purpose have been instituted or are pending
or threatened by the Commission.

         (x)      The Registration Statement, including any Rule 462(b)
Registration Statement, the Rule 430A Information and the Rule 434 Information,
as applicable, the Prospectuses excluding the documents incorporated by
reference therein, and each amendment or supplement to the Registration
Statement and the Prospectuses, excluding the documents incorporated by
reference therein, as of their respective effective or issue dates (other than
the financial statements and supporting schedules included therein or omitted
therefrom, as to which we need express no opinion) complied as to form in all
material respects with the requirements of the 1933 Act and the 1933 Act
Regulations.

         (xi)     The documents incorporated by reference in the Prospectuses
(other than the financial statements and supporting schedules included therein
or omitted therefrom, as to which we need express no opinion), when they were
filed with the Commission, complied as to form in all material respects with the
requirements of the 1934 Act and the rules and regulations of the Commission
thereunder.

         (xii)    The form of certificate used to evidence the Common Stock
complies in all material respects with all applicable statutory requirements,
with any applicable requirements of the charter and by-laws of the Company and
the requirements of the New York Stock Exchange.

         (xiii)   To the best of our knowledge, there is not pending or
threatened any action, suit, proceeding, inquiry or investigation, to which the
Company or any subsidiary is a party, or to which the property of the Company or
any subsidiary is subject, before or brought by any court or governmental agency
or body, domestic or foreign, which might reasonably




                                      A-2

<PAGE>   43

be expected to result in a Material Adverse Effect, or which might reasonably be
expected to materially and adversely affect the properties or assets thereof or
the consummation of the transactions contemplated in the International Purchase
Agreement and U.S. Purchase Agreement or the performance by the Company of its
obligations thereunder.

         (xiv)    The information in, or incorporated by reference into, the
Prospectuses regarding the description of the Company's common stock and under
the captions entitled "Business--Facilities", "Business--Legal Proceedings",
"Certain Federal Income Tax Considerations" and "[!]" and in the Registration
Statement under Item 15, to the extent that it constitutes matters of law,
summaries of legal matters, the Company's charter and bylaws or legal
proceedings, or legal conclusions, has been reviewed by us and is correct in all
material respects; and the opinion of such firm set forth under "Certain Federal
Income Tax Considerations" is confirmed.

         (xv)     To the best of our knowledge, there are no statutes or
regulations that are required to be described in the Prospectuses that are not
described as required.

         (xvi)    All descriptions in the Prospectuses of contracts and other
documents to which the Company or its subsidiaries are a party are accurate in
all material respects; to the best of our knowledge, there are no franchises,
contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto,
and the descriptions thereof or references thereto are correct in all material
respects.

         (xvii)   To the best of our knowledge, neither the Company nor any
subsidiary is in violation of its charter or by-laws and no default by the
Company or any subsidiary exists in the due performance or observance of any
material obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or referred to in the Registration Statement or the
Prospectuses or filed or incorporated by reference as an exhibit to the
Registration Statement.

         (xviii)  No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign, (other than under the 1933 Act and the
1933 Act Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states, as to which we need express
no opinion) is necessary or required in connection with the due authorization,
execution and delivery of the International Purchase Agreement and the U.S.
Purchase Agreement or for the offering, issuance, sale or delivery of the
Securities.

         (xix)    The execution, delivery and performance of the International
Purchase Agreement and the U.S. Purchase Agreement and the consummation of the
transactions contemplated in the International Purchase Agreement, the U.S.
Purchase Agreement and in the Registration Statement (including the issuance and
sale of the Securities, and the use of the proceeds from the sale of the
Securities as described in the Prospectuses under



                                      A-3

<PAGE>   44

the caption "Use Of Proceeds") and compliance by the Company with its
obligations under the International Purchase Agreement and the U.S. Purchase
Agreement do not and will not, whether with or without the giving of notice or
lapse of time or both, conflict with or constitute a breach of, or default or
Repayment Event (as defined in Section 1(a)(xi) of the Purchase Agreements)
under or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any subsidiary pursuant to any
contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or any other agreement or instrument, known to us, to which the Company or
any subsidiary is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any subsidiary is subject
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a Material Adverse Effect), nor will such
action result in any violation of the provisions of the charter or by-laws of
the Company or any subsidiary, or any applicable law, statute, rule, regulation,
judgment, order, writ or decree, known to us, of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any subsidiary or any of their respective properties, assets or
operations.

         (xx)     The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the 1940
Act.

         (xxi)    To the best of our knowledge and except for such rights as
have been duly waived or described in the Prospectuses, there are no persons
with registration rights or other similar rights to have any securities
registered pursuant to the Registration Statement or otherwise registered by the
Company under the 1933 Act.

         Nothing has come to our attention that would lead us to believe that
the Registration Statement or any amendment thereto, including the Rule 430A
Information and Rule 434 Information (if applicable), (except for financial
statements and schedules and other financial data included or incorporated by
reference therein or omitted therefrom, as to which we need make no statement),
at the time such Registration Statement or any such amendment became effective,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectuses or any amendment or supplement thereto
(except for financial statements and schedules and other financial data included
or incorporated by reference therein or omitted therefrom, as to which we need
make no statement), at the time the Prospectuses were issued, at the time any
such amended or supplemented prospectus was issued or at the Closing Time,
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

         In rendering such opinion, such counsel may rely as to matters of fact
(but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).








                                      A-4

<PAGE>   45

                                                                       EXHIBIT B


             FORM OF OPINION OF COUNSEL FOR THE SELLING SHAREHOLDERS
                    TO BE DELIVERED PURSUANT TO SECTION 5(c)


[1]      No filing with, or consent, approval, authorization, license, order,
         registration, qualification or decree of, any court or governmental
         authority or agency, domestic or foreign, (other than the issuance of
         the order of the Commission declaring the Registration Statement
         effective and such authorizations, approvals or consents as may be
         necessary under state securities laws, as to which we need express no
         opinion) is necessary or required to be obtained by the Selling
         Shareholders for the performance by each Selling Shareholder of its
         obligations under the U.S. Purchase Agreement and the International
         Purchase Agreement or in the International Power of Attorney and
         Custody Agreement, or in connection with the offer, sale or delivery of
         the Securities.

[2]      Each International Power of Attorney and Custody Agreement has been
         duly executed and delivered by the respective Selling Shareholders
         named therein and constitutes the legal, valid and binding agreement of
         such Selling Shareholder.

[3]      The U.S. Purchase Agreement and the International Purchase Agreement
         have been duly authorized, executed and delivered by or on behalf of
         each Selling Shareholder.

[4]      The Attorney-in-Fact has been duly authorized by the Selling
         Shareholders to deliver the Securities on behalf of the Selling
         Shareholders in accordance with the terms of the U.S. Purchase
         Agreement and the International Purchase Agreement.

[5]      The execution, delivery and performance of the U.S. Purchase Agreement,
         the International Purchase Agreement and the International Power of
         Attorney and Custody Agreement and the sale and delivery of the
         Securities and the consummation of the transactions contemplated in the
         U.S. Purchase Agreement and the International Purchase Agreement and in
         the Registration Statement and compliance by the Selling Shareholders
         with its obligations under the U.S. Purchase Agreement and the
         International Purchase Agreement have been duly authorized by all
         necessary action on the part of the Selling Shareholders and do not and
         will not, whether with or without the giving of notice or passage of
         time or both, conflict with or constitute a breach of, or default under
         or result in the creation or imposition of any tax, lien, charge or
         encumbrance upon the Securities or any property or assets of the
         Selling Shareholders pursuant to, any contract, indenture, mortgage,
         deed of trust, loan or credit agreement, note, license, lease or other
         instrument or agreement to which any Selling Shareholder is a party or
         by which they may be bound, or to which any of the property or assets
         of the Selling Shareholders may be subject nor will such action result
         in any violation of the provisions of the charter or by-laws of the
         Selling Shareholders, if applicable, or any law, administrative
         regulation, judgment or order of any governmental agency or body or any
         administrative or court decree having jurisdiction over such Selling
         Shareholder or any of its properties.


                                      B-1

<PAGE>   46

[6]      To the best of our knowledge, each Selling Shareholder has valid and
         marketable title to the Securities to be sold by such Selling
         Shareholder pursuant to the U.S. Purchase Agreement and the
         International Purchase Agreement, free and clear of any pledge, lien,
         security interest, charge, claim, equity or encumbrance of any kind,
         and has full right, power and authority to sell, transfer and deliver
         such Securities pursuant to the U.S. Purchase Agreement and the
         International Purchase Agreement. By delivery of a certificate or
         certificates therefor such Selling Shareholder will transfer to the
         U.S. Underwriters and International Managers who have purchased such
         Securities pursuant to the U.S. Purchase Agreement and the
         International Purchase Agreement (without notice of any defect in the
         title of such Selling Shareholder and who are otherwise bona fide
         purchasers for purposes of the Uniform Commercial Code) valid and
         marketable title to such Securities, free and clear of any pledge,
         lien, security interest, charge, claim, equity or encumbrance of any
         kind.

[7]      Nothing has come to our attention that would lead us to believe that
         the Registration Statement or any amendment thereto, including the Rule
         430A Information and Rule 434 Information (if applicable), (except for
         financial statements and schedules and other financial data included
         therein or omitted therefrom, as to which we need make no statement),
         at the time such Registration Statement or any such amendment became
         effective, contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading or that the Prospectuses or
         any amendment or supplement thereto (except for financial statements
         and schedules and other financial data included therein or omitted
         therefrom, as to which we need make no statement), at the time the
         Prospectuses were issued, at the time any such amended or supplemented
         prospectuses were issued or at the Closing Time, included or includes
         an untrue statement of a material fact or omitted or omits to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.










                                      B-2

<PAGE>   47


                                                                       EXHIBIT C


       FORM OF OPINION OF COUNSEL FOR THE COMPANY'S NON-U.S. SUBSIDIARIES
                    TO BE DELIVERED PURSUANT TO SECTION 5(d)


[1]  The Subsidiary has been duly incorporated and is validly existing as a
     corporation in good standing under the laws of [name of the jurisdiction of
     its incorporation], has corporate power and authority to own, lease and
     operate its properties and to conduct its business as described in the
     Prospectuses and is duly qualified as a foreign corporation to transact
     business and is in good standing in each jurisdiction in which such
     qualification is required, whether by reason of the ownership or leasing of
     property or the conduct of business, except where the failure so to qualify
     or to be in good standing would not result in a Material Adverse Effect.

[2]  Except as otherwise disclosed in the Registration Statement, all of the
     issued and outstanding capital stock of the Subsidiary has been duly
     authorized and validly issued, is fully paid and non-assessable and, to the
     best of our knowledge, is owned by the Company, directly or through
     subsidiaries, free and clear of any security interest, mortgage, pledge,
     lien, encumbrance, claim or equity.

[3]  None of the outstanding shares of capital stock of the Subsidiary was
     issued in violation of the preemptive or similar rights of any of its
     securityholders.

[4]  To the best of our knowledge, there is no pending or threatened any action,
     suit, proceeding, inquiry or investigation, to which the Subsidiary is a
     party, or to which the property of the Subsidiary is subject, before or
     brought by any court or governmental agency or body, domestic or foreign,
     which might reasonably be expected to result in a Material Adverse Effect,
     or which might reasonably be expected to materially and adversely affect
     the properties or assets thereof or the consummation of the transactions
     contemplated in the U.S. Purchase Agreement and International Purchase
     Agreement.

[5]  To the best of our knowledge, the Subsidiary is not in violation of its
     charter or by-laws and no default by the Subsidiary exists in the due
     performance or observance of any material obligation, agreement, covenant
     or condition contained in any contract, indenture, mortgage, loan
     agreement, note, lease or other agreement or instrument to which the
     Subsidiary is a party.

         This opinion is limited to matters pertaining to the laws of [name of
jurisdiction].



                                      C-1

<PAGE>   48

                                                                       EXHIBIT D


                FORM OF OPINION OF PATENT COUNSEL FOR THE COMPANY
                    TO BE DELIVERED PURSUANT TO SECTION 5(e)

























                                      D-1



<PAGE>   1
                                                                     EXHIBIT 5.1



[HOLLAND & KNIGHT LLP LETTERHEAD]
400 North Ashley Drive, Suite 2300
P.O. Box 1288 (ZIP 33601-1288)
Tampa, Florida 33602-4300


                                  March 4, 1999



Jabil Circuit, Inc.
10800 Roosevelt Boulevard
St. Petersburg, Florida 33716


         Re:      Registration Statement on Form S-3
                  (File No. 333-71479)

Gentlemen:

         We refer to the Registration Statement on Form S-3 (File No. 333-71479)
(the "Registration Statement"), filed by Jabil Circuit, Inc. (the "Company"),
with the Securities and Exchange Commission, for the purpose of registering
under the Securities Act of 1933 (the "Securities Act"), an aggregate of
12,075,000 shares of common stock, par value $.001 per share (the "Common
Stock"), of the Company being offered to the public pursuant to a U.S. Purchase
Agreement and an International Purchase Agreement (collectively the "Purchase
Agreements"), between the Company, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith
Barney Inc., C.E. Unterberg, Towbin, and Thomas Weisel Partners LLC, as
representatives of the U.S. Underwriters and Merrill Lynch International,
Donaldson, Lufkin & Jenrette International, Salomon Brothers International
Limited, C.E. Unterberg Towbin, and Thomas Weisel Partners
 LLC, as the
representatives of the International Underwriters.

         In connection with the above registration, we have acted as counsel for
the Company, and have examined originals, or copies certified to our
satisfaction, of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as we
deemed necessary to require as a basis for the opinion expressed below.

         Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Common Stock will be, when and
if sold in accordance with the Purchase Agreements, duly authorized, legally
issued and fully paid and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" contained in the prospectus filed as part of the Registration
Statement. In giving such consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.

                                                       Very truly yours,

                                                       HOLLAND & KNIGHT LLP