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                                                                     EXHIBIT 1.1


                             UNDERWRITING AGREEMENT


                                                             _____________, 2006

FERRIS, BAKER WATTS, INCORPORATED
BB&T CAPITAL MARKETS, (A Division of Scott & Stringfellow, Inc.)
J.J.B. HILLIARD, W.L. LYONS, INC.
OPPENHEIMER & CO. INC.
SANDERS MORRIS HARRIS GROUP, INC.
LADENBURG THALMANN & CO. INC.
MAXIM GROUP LLC

c/o Ferris, Baker Watts, Incorporated
as Representative
100 Light Street
Baltimore, MD  21202


Ladies and Gentlemen:

            Compass Group Diversified Holdings LLC, a Delaware limited liability
company (the "COMPANY"), for itself and as sponsor of Compass Diversified Trust,
a statutory trust formed under the laws of the State of Delaware (the "TRUST"),
the Trust and Compass Group Management LLC, a Delaware limited liability company
(the "MANAGER"), confirm their agreement with Ferris, Baker Watts, Incorporated
and the several Underwriters named on Schedule I hereto (the "UNDERWRITERS"),
for whom Ferris, Baker Watts, Incorporated is acting as representative (in such
capacity, the "REPRESENTATIVE"), with respect to the issue by the Trust, the
sale by the Company and the purchase by the Underwriters, acting severally and
not jointly, of the respective



number of shares of stock of the Trust (the "TRUST STOCK"), each representing
one beneficial interest in the property of the Trust, set forth on Schedule I.
In addition to the aforesaid issue, sale and purchase of [ ] shares of Trust
Stock (the "FIRM SECURITIES"), the Trust has granted to the Underwriters an
option to purchase up to an additional [ ] shares of Trust Stock (the "OPTIONAL
SECURITIES", and together with the Firm Securities, the "OFFERED SECURITIES").
The Offered Securities are to be issued under the Trust's governing instrument
(as such term is defined in the Delaware Statutory Trust Act), which is the
Amended and Restated Trust Agreement of the Trust, dated as of April 25, 2006
(the "TRUST AGREEMENT"), among the Company, The Bank of New York (Delaware), as
Delaware Trustee (the "TRUSTEE"), and I. Joseph Massoud, Alan B. Offenberg and
James J. Botliglieri, as the initial Regular Trustees (the "REGULAR TRUSTEES,"
and together with the Trustee, the "TRUSTEE"), and its certificate of trust was
filed with the Secretary of State of the State of Delaware on November 18, 2005
(the "CERTIFICATE OF TRUST").

            Immediately prior to the delivery of the Firm Securities and the
Optional Securities, if any, to the Underwriters, the Trust will issue the Firm
Securities and the Optional Securities, if any, in exchange for, and as
consideration for, an equal number of limited liability company interests
("TRUST INTERESTS") of the Company that are designated as the Trust Interests in
the Company's Amended and Restated Operating Agreement, dated as of April 25,
2006, governing the Company (the "OPERATING AGREEMENT").

            The Company and the Trust separately have entered into a purchase
agreement with CGI Diversified Holdings, LP ("CGI"), dated as of May __, 2006
(the "CGI PURCHASE AGREEMENT"), pursuant to which CGI will acquire from the
Trust in a private placement transaction of a number of shares of Trust Stock
having an aggregate purchase price at the time of purchase of $86 million, at a
purchase price per share equal to the initial public offering price (the "CGI
SECURITIES").

            The Company and the Trust separately have entered into a purchase
agreement with Pharos I LLC ("PHAROS"), dated as of May __, 2006 (the "PHAROS
PURCHASE AGREEMENT"), pursuant to which Pharos will acquire from the Trust in a
private placement transaction a number of shares of Trust Stock having an
aggregate purchase price at the time of purchase of $4 million, at a purchase
price per share equal to the initial public offering price (the "PHAROS
SECURITIES").

            The Trust and the Company understand that the Underwriters propose
to make a public offering of the Offered Securities as soon as the
Representative deems advisable after this Agreement has been executed and
delivered.

            The Company and the Underwriters agree that up to [225,000] shares
of the Firm Securities to be purchased by the Underwriters (the "RESERVED
SECURITIES") shall be reserved for sale by the Underwriters to the directors of
the Company, the employees of the Manager and certain other persons selected by
the Company or the Manager (collectively, the "INVITEES"), as part of the
distribution of the Offered Securities by the Underwriters, subject to the terms
of this Agreement, the applicable rules, regulations and



                                      -2-


interpretations of the National Association of Securities Dealers, Inc. (the
"NASD") and all other applicable laws, rules and regulations. To the extent that
such Reserved Securities are not orally confirmed for purchase by Invitees by
the end of the first business day after the date of this Agreement, such
Reserved Securities may be offered to the public as part of the public offering
contemplated hereby.

            The Company will enter into a management services agreement on the
Closing Date (as defined below) (the "MANAGEMENT SERVICES AGREEMENT") with the
Manager.

            1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company, for
itself and as sponsor of the Trust, represents and warrants to, and agrees with,
the several Underwriters that:

                        (a) A registration statement (File No. 333-130326),
            including a prospectus, relating to the Offered Securities has been
            filed with and declared effective on the date hereof by the
            Securities and Exchange Commission (the "COMMISSION") under the
            Securities Act of 1933, as amended and the Commission's rules and
            regulations thereunder (collectively, the "1933 ACT"). Copies of
            such registration statement, including any amendments thereto, the
            prospectuses contained therein and the exhibits, financial
            statements and schedules, as finally amended and revised, have
            heretofore been delivered by the Company to you. Such registration
            statement as amended, together with any registration statement filed
            by the Company pursuant to Rule 462(b) under the 1933 Act, which
            shall be deemed to include all information omitted therefrom in
            reliance upon Rule 430A under the 1933 Act and contained in the
            Prospectus referred to below (such omitted information is referred
            to herein as the "PRICING INFORMATION"), is referred to herein as
            the "REGISTRATION STATEMENT." No post-effective amendment to the
            Registration Statement has been filed as of the date of this
            Agreement.

                        As used in this Agreement:

                        "APPLICABLE TIME" means the date and time that this
            Agreement is executed and delivered by the parties hereto.

                        "PRELIMINARY PROSPECTUS" means the preliminary
            prospectus, dated ________, 2006, relating to the Offered Securities
            included in the Registration Statement.

                        "PROSPECTUS" means the prospectus in the form first used
            (or made available upon request of purchasers pursuant to Rule 173
            under the 1933 Act) in connection with confirmation of sales of the
            Offered Securities that discloses the public offering price and
            other final terms of the Offered Securities and otherwise satisfies
            Section 10(a) of the 1933 Act. Any reference herein to the
            Prospectus, also shall be deemed to include any supplements or
            amendments thereto filed with the Commission after the date of
            filing of the Prospectus under Rules 424(b) or



                                      -3-


            430A under the 1933 Act, and prior to the termination of the
            offering of the Offered Securities by the Underwriters.

                        All references in this Agreement to the Registration
            Statement, the Preliminary Prospectus or the Prospectus, or any
            amendments or supplements to any of the foregoing, shall include any
            copy thereof filed with the Commission pursuant to its Electronic
            Data Gathering, Analysis and Retrieval System ("EDGAR") and the
            Commission's Regulation S-T. The Preliminary Prospectus and the
            Prospectus, if filed by electronic transmission pursuant to EDGAR
            (except as may be permitted by the Commission's Regulation S-T), was
            substantively identical to the copy thereof delivered to the
            Underwriters for use in connection with the offer and sale of the
            Offered Securities.

                        (b) The Company and the Trust meet the requirements for
            use of Form S-1 in connection with the offer and sale of the Offered
            Securities contemplated hereby. The Preliminary Prospectus, when
            considered together with the Pricing Information, will not, as of
            the Applicable Time, contain any untrue statement of a material fact
            or omit to state a material fact necessary to make the statements
            therein, in the light of the circumstances under which they were
            made, not misleading; the Preliminary Prospectus, as of its date,
            complied in all material respects with the requirements of the 1933
            Act; the Registration Statement complied when it became effective in
            all material respects with the requirements of the 1933 Act; the
            Prospectus will comply, as of its date, in all material respects
            with the requirements of the 1933 Act; the Registration Statement
            did not, when it became effective, 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,
            and the Prospectus will not, as of its date, contain an untrue
            statement of a material fact or omit to state a material fact
            required to be stated therein or necessary to make the statements
            therein, in light of the circumstances under which they were made,
            not misleading; provided, however, that, in each case, the Company
            makes no warranty or representation with respect to any statement
            contained in or omitted from the Preliminary Prospectus, the
            Registration Statement or the Prospectus in reliance upon and in
            conformity with information concerning an Underwriter and furnished
            in writing by or on behalf of such Underwriter through you to the
            Company expressly for use in the Preliminary Prospectus, the
            Registration Statement or the Prospectus, which consists solely of
            the information specified in Section 8(b) below. The Company has not
            distributed and will not distribute any offering material in
            connection with the offering or sale of the Offered Securities other
            than the Registration Statement, the Preliminary Prospectus and the
            Prospectus. The Commission has not issued any order preventing or
            suspending the use of the Registration Statement, the Preliminary
            Prospectus or the Prospectus and no proceeding for that purpose has
            been instituted or, to the Company's knowledge, threatened by the
            Commission.

                        (c) The Company has been duly formed, is validly
            existing as a limited liability company under the laws of the State
            of Delaware, is in good


                                      -4-


            standing under the laws of the State of Delaware and has the limited
            liability company power and authority to own its properties and
            conduct its business as described in the Preliminary Prospectus and
            the Prospectus. The Company is duly qualified to transact business
            and is in good standing in each jurisdiction in which the conduct of
            its business or its ownership or leasing of property requires such
            qualification, except where the failure to be so qualified would
            not, individually or in the aggregate, have a material adverse
            effect on the condition (financial or other), net worth, earnings,
            cash flows, the business or operations [OR BUSINESS PROSPECTS ( AS
            REFLECTED IN THE PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE
            PRELIMINARY PROSPECTUS AND THE PROSPECTUS] of the Company and the
            Initial Businesses (as defined below), taken as a whole (a "MATERIAL
            ADVERSE EFFECT").

                        (d) As of the date of this Agreement, the Company has no
            subsidiaries (as defined in Rule 405 under the 1933 Act). Upon the
            consummation of the transactions described in the Preliminary
            Prospectus and Prospectus, which shall occur on the Closing Date,
            the Company will directly own the outstanding voting securities of
            the entities enumerated on Schedule II hereto (such entities being
            referred to herein as the "INITIAL BUSINESSES") in the percentages
            shown in the Preliminary Prospectus and the Prospectus. Each of the
            Initial Businesses has been duly incorporated, is validly existing
            as a corporation, is in good standing under the laws of the
            jurisdiction of its incorporation, has the corporate power and
            authority and all licenses, permits and consents that are material
            and necessary ("PERMITS") to own its property and to conduct its
            business, in each case, as described in the Preliminary Prospectus
            and the Prospectus, and is duly qualified to transact business and
            is in good standing in each jurisdiction in which the conduct of its
            business or its ownership or leasing of property requires such
            qualification, except where the failure to be so qualified, in good
            standing or to have such Permits would not have a Material Adverse
            Effect.

                        (e) As of the date of this Agreement, the Manager owned
            all of the issued and outstanding Allocation Interests (as defined
            in the Operating Agreement) of the Company and there were no other
            securities of the Company outstanding, without giving effect to any
            issuances of securities contemplated herein. Upon delivery of the
            Trust Interests (as defined in the Operating Agreement) to the Trust
            in exchange for the Offered Securities issued by the Trust to the
            Company to be sold under this Agreement, the Trust Interests will be
            validly issued, fully paid and free of statutory and contractual
            preemptive rights or rights of first refusal, and holders of the
            Trust Interests shall not be obligated personally for any of the
            debts, obligations or liabilities of the Company, whether arising in
            contract, tort or otherwise, solely by reason of being a member of
            the Company, except as a member may be obligated to make
            contributions to the Company and to repay any funds wrongfully
            distributed to it. Except as described in the Preliminary Prospectus
            and the Prospectus, no person has the right, contractual or
            otherwise, to cause the Company to issue or sell to it any Trust
            Interests or other securities of the Company.

                                      -5-


                        (f) The Operating Agreement of the Company has been duly
            authorized, executed and delivered by the members of the Company and
            is the valid and binding obligation of the members of the Company.
            The Trust Interests and the Operating Agreement conform in all
            material respects to the descriptions thereof set forth under the
            heading "Description of Shares" in the Preliminary Prospectus and
            the Prospectus.

                        (g) The Company, as sponsor of the Trust, is authorized
            by the Trust Agreement to act in such capacity to execute and
            deliver this Agreement on behalf of the Trust, to cause the Trust to
            issue the Offered Securities to be sold under this Agreement, and to
            sell and accept payment therefor. This Agreement has been duly
            authorized, executed and delivered by the Company, for itself and as
            sponsor of the Trust, and otherwise to consummate the transactions
            contemplated herein.

                        (h) Except as set forth in the Preliminary Prospectus
            and the Prospectus, the Company the Trust and the Initial Businesses
            are not and will not, as of the Closing Date and any Additional
            Closing Date, be restricted by their respective organizational
            documents or any indenture, mortgage, deed of trust, loan or credit
            agreement, promissory note, lease, statutory trust, servicing
            agreement, contract, document or instrument ("CONTRACT") or any
            Permit from declaring and paying any dividends or distribution on
            the Trust Interests, in the case of the Company, on the Offered
            Securities, in the case of the Trust, and to the Company, in the
            case of the Initial Businesses, in each case, in accordance with
            their respective organizational documents as set forth in the
            Preliminary Prospectus and the Prospectus, or that would restrict
            the payment of interest on, or the repayment of principal of, any
            loans or advances by the Initial Businesses to the Company.

                        (i) There are no Contracts arrangements or
            understandings between the Company and any person that would give
            rise to a claim against the Company or any Underwriter for a
            brokerage commission, finder's fee or similar payment with respect
            to the offer and sale of the Offered Securities.

                        (j) Except as disclosed in the Preliminary Prospectus
            and the Prospectus, there are no Contracts between the Company and
            any person granting such person the right to require the Company to
            file a registration statement under the 1933 Act with respect to any
            securities of the Company owned or to be owned by such person or to
            require the Company to include such securities in the securities
            registered pursuant to the Registration Statement.

                        (k) No consent, approval, authorization, or order of, or
            filing with, any domestic or foreign regulatory, administrative or
            governmental agency, body or authority, any domestic or foreign
            self-regulatory authority, or any similar agency, or any court, or
            arbitration body or agency (domestic or foreign) (collectively, a
            "GOVERNMENTAL AUTHORITY") is required in connection with the issue
            and sale of the Offered Securities by the Company and the Trust
            hereunder,



                                      -6-


            except such as have been obtained and made under the 1933 Act, such
            as may be required under state securities laws or such as may be
            required under the bylaws or rules and regulations of the NASD.

                        (l) There are no Contracts which are required to be
            described in or filed as exhibits to the Registration Statement
            which have not been so described or filed as required.

                        (m) [Reserved]

                        (n) The issue and sale of the Trust Interests hereunder
            have not and will not (A) result in a breach or violation of any of
            the terms and provisions of, or constitute a default under, any
            federal, state, local and foreign law, statute, rule, regulation and
            ordinance, or any decision, directive or order of any Governmental
            Authority ("LAWS") applicable to the Company, or (B) conflict with,
            or result in a breach or violation of, or a default under or result
            in the creation or imposition of a Lien pursuant to, any material
            Contract to which the Company is a party or by which the Company is
            bound or pursuant to which any of the properties of the Company are
            subject.

                        (o) Except as disclosed in the Preliminary Prospectus
            and the Prospectus, (i) each of the Company and the Initial
            Businesses have good and marketable title to all property and assets
            owned by them that are necessary to conduct their respective
            businesses as described in the Preliminary Prospectus and the
            Prospectus and (ii) each of the Company and the Initial Businesses
            hold any leased real or personal property under valid and
            enforceable leases that are necessary to conduct their respective
            businesses as described in the Preliminary Prospectus and the
            Prospectus, except to the extent that the failure to have such good
            and marketable title or hold such valid and enforceable leases would
            not have a Material Adverse Effect.

                        (p) Immediately prior to the consummation of the
            transactions contemplated herein, the Company will own and will have
            good and valid title to the Offered Securities to be sold hereunder,
            free and clear of any Lien; and upon delivery of such Offered
            Securities and payment of the purchase price therefor as herein
            contemplated to the Underwriters, assuming each such Underwriter has
            no notice of any Lien, will receive good and valid title to the
            Offered Securities purchased by it from the Company, free and clear
            of any Lien.

                        (q) [Reserved]

                        (r) Each of the Company and the Initial Businesses own
            or possess adequate trademarks, trade names and other rights to
            inventions, know-how, patents, copyrights, trade secrets and other
            intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS")
            that they purport to own and that are necessary to conduct their
            respective businesses as described in the Preliminary Prospectus and
            the Prospectus and none of the Company or the Initial Businesses
            have


                                      -7-


            received any notice of any claim of infringement of or conflict with
            asserted rights of others with respect to any Intellectual Property
            Rights, except to the extent that the failure to own or possess such
            Intellectual Property Rights or where such claim of infringement of
            or such conflict with asserted rights of others would not have a
            Material Adverse Effect.

                        (s) Except as disclosed in the Preliminary Prospectus
            and the Prospectus, the Company and the Initial Businesses (i) are
            in compliance with all Laws and Permits relating to the protection
            of human health and safety, the environment or hazardous or toxic
            substances or wastes, pollutants or contaminants (collectively,
            "ENVIRONMENTAL Laws"), and (ii) have received all Permits required
            of them under applicable Environmental Laws to conduct their
            respective businesses, except where such noncompliance or such
            failure to receive required Permits would not have a Material
            Adverse Effect.

                        (t) Each "employee benefit plan," within the meaning of
            Section 3(3) of the Employee Retirement Income Security Act of 1974,
            as amended ("ERISA"), that is maintained, administered or
            contributed to by or on behalf of the Company, the Trust and the
            Initial Businesses has been qualified and maintained in compliance
            in all material respects with its terms and the requirements of any
            applicable Laws, including ERISA and the Internal Revenue Code of
            1986, as amended (the "CODE"), no "prohibited transaction" and no
            "reportable event" has occurred with respect to such employee
            benefit plan, and no "accumulated funding deficiency" as defined in
            Section 412 of the Code has been incurred with respect to such
            employee benefit plan, except, in each case, for such plans,
            transactions, events, conditions, actions, omissions or deficiencies
            as would not have a Material Adverse Effect.

                        (u) The Company is not, and will not, upon the
            application of the net proceeds as described in the Preliminary
            Prospectus and the Prospectus, be an "investment company" within the
            meaning of the Investment Company Act of 1940, as amended and the
            Commission's rules and regulations thereunder (the "ICA").

                        (v) There are no actions, claims, investigations,
            inquiries or arbitrations or proceedings ("PROCEEDINGS") pending
            before or by any Governmental Authority, or, to the knowledge of the
            Company, threatened against the Company, the Trust or the Initial
            Businesses to which the Company, the Trust or the Initial Businesses
            or any of their properties are subject, that are required to be
            described in the Preliminary Prospectus and the Prospectus, but that
            are not described as required therein. Except as described in the
            Preliminary Prospectus and the Prospectus, there is no Proceeding by
            or before any Governmental Authority pending or, to the knowledge of
            the Company, threatened, against or involving the Company, the Trust
            or the Initial Businesses or any of their properties, which might,
            individually or in the aggregate, prevent or adversely affect the
            transactions contemplated by this Agreement or the ability



                                      -8-


            of the Company to perform its obligations hereunder, except such
            Proceedings as would not have a Material Adverse Effect.

                        (w) The Stock Purchase Agreement and the Management
            Services Agreement (as defined in the Preliminary Prospectus and the
            Prospectus), have been duly authorized, and when executed and
            delivered by the Company and the Initial Businesses, as applicable,
            on the Closing Date will constitute valid and binding agreements of
            each of them, and assuming due authorization and execution of by the
            other parties thereto (other than the Company and the Trust) will be
            enforceable against the Company and the Trust.

                        (x) To the knowledge of the Company, each of Grant
            Thornton LLP and the other accountants who have certified the
            financial statements (including the related notes thereto and
            supporting schedules) of the Trust, the Company and its Initial
            Businesses included in the Preliminary Prospectus and the
            Prospectus, is an independent registered public accountant as
            required by the 1933 Act and the Public Company Accounting Oversight
            Board. For purposes of this Agreement, "KNOWLEDGE" means those facts
            that are known or should reasonably have been known by the chairman,
            president, managing director, principal, chief operating officer,
            chief financial officer, chief accounting officer, treasurer,
            general counsel, any assistant or deputy general counsel, or any
            person holding position of similar responsibility with the Company
            or the Trust.

                        (y) The financial statements, together with related
            schedules, exhibits and notes, included in the Preliminary
            Prospectus and the Prospectus, present fairly the financial
            condition, results of operations, cash flows and changes in
            financial position of the Trust and the Initial Businesses on the
            basis stated therein at the respective dates or for the respective
            periods to which they apply; such statements and related schedules,
            exhibits and notes have been prepared in accordance with United
            States generally accepted accounting principles consistently applied
            throughout the periods involved, except as may be expressly
            disclosed therein. The selected and summary financial data set forth
            in the Preliminary Prospectus and the Prospectus is accurately
            presented in all material respects and presents fairly in all
            material respects the information shown therein and have been
            compiled on a basis consistent with that of the related financial
            statements included in the Preliminary Prospectus and the
            Prospectus. No other financial statements, exhibits or schedules are
            required to be included in the Preliminary Prospectus and the
            Prospectus. The pro forma financial statements and the related notes
            thereto included in the Preliminary Prospectus and the Prospectus
            present fairly the information shown therein, have been prepared in
            accordance with the Commission's rules and guidelines with respect
            to pro forma financial statements and have been properly compiled on
            the bases described therein, and the assumptions used in the
            preparation thereof are reasonable and the adjustments used therein
            are appropriate to give effect to the transactions and circumstances
            referred to therein.



                                      -9-


                        (z) Except as disclosed in the Preliminary Prospectus
            and the Prospectus, subsequent to the respective dates as of which
            such information is given or included in the Preliminary Prospectus
            and the Prospectus, there has not occurred any material adverse
            change in the business, management, financial condition, results of
            operations, cash flows or net worth of the Company and the Initial
            Businesses, taken as a whole.

                        (aa) Neither the Company nor, to its knowledge, any of
            its affiliates has taken and will take, directly or indirectly, any
            action that constituted, or any action designed to, or that might
            reasonably be expected to cause or result in stabilization or
            manipulation of the price of any security of the Trust to facilitate
            the sale or resale of the Offered Securities.

                        (bb) Nothing has come to the attention of the Company
            that has caused the Company to believe that the statistical and
            market-related data included in the Preliminary Prospectus and
            Prospectus is not based on or derived from sources that are reliable
            and accurate in all material respects. All forward looking
            statements in the Preliminary Prospectus and the Prospectus have
            been made in good faith with a reasonable basis.

                        (cc) To the Company's knowledge, no officer, director or
            nominee for director or 5% or greater securityholder of the Company
            has a direct or indirect affiliation or association with any member
            of the NASD.

                        (dd) The Company and each of the Initial Businesses
            maintains insurance covering their properties, operations, personnel
            and businesses as the Company and each of the Initial Businesses
            they reasonably believe to be financially responsible in amounts
            they reasonably deem adequate.

                        (ee) None of the Company or the Initial Businesses nor,
            to the knowledge of the Company, any director, officer, agent,
            employee or affiliate of the Company is currently subject to any
            U.S. sanctions administered by the Office of Foreign Assets Control
            of the U.S. Treasury Department ("OFAC"), and the Company will not
            directly or indirectly use the proceeds of the offering, or lend,
            contribute or otherwise make available such proceeds to any
            subsidiary, joint venture partner or other person or entity, for the
            purpose of financing the activities of any person currently subject
            to any U.S. sanctions administered by OFAC; None of the Company or
            the Initial Businesses nor, to the knowledge of the Company, any
            director, officer, agent, employee or affiliate of the Company or
            the Initial Businesses has violated any applicable anti-money
            laundering or anti-bribery or political contribution laws, except
            where such violation would not have a Material Adverse Effect.

            Any certificate signed by any officer of the Company and delivered
to the Underwriters or counsel for the Underwriters in connection with the
offering of the Offered Securities shall be deemed a representation and warranty
by the Company, as to matters covered thereby, to each Underwriter.



                                      -10-


            2. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Company, as
sponsor of the Trust, represents and warrants to, and agrees with, the several
Underwriters that:

                        (a) The Trust has been duly formed and is validly
            existing and in good standing as a statutory trust under the laws of
            the State of Delaware, is treated as a "fixed grantor trust" for
            federal income tax purposes under existing law, has the trust power
            and authority to conduct its business as described in the
            Preliminary Prospectus and Prospectus, and is not required to be
            qualified or authorized to do business in any other jurisdiction.

                        (b) There are no Contracts which are required to be
            described in or filed as exhibits to the Registration Statement
            which have not been so described or filed as required.

                        (c) There are no shares of Trust Stock outstanding as of
            the date of this Agreement. When the Offered Securities are issued
            by the Trust and delivered by the Company pursuant to this Agreement
            against payment therefore as set forth in this Agreement, the
            Offered Securities, together with the CGI Securities and the Pharos
            Securities will represent all the then issued and outstanding Trust
            Stock of the Trust.

                        (d) The Trust Agreement has been duly authorized,
            executed and delivered by the Company and the Trustees and is a
            valid and binding obligation of the Company and the Trustees. The
            Offered Securities and the Trust Agreement conform in all material
            respects to the descriptions thereof set forth under the heading
            "Description of Shares" in the Preliminary Prospectus and the
            Prospectus; the Offered Securities have been duly authorized, and
            when the Offered Securities are delivered and paid for pursuant to
            this Agreement, such Offered Securities will be validly issued,
            fully paid and nonassessable and free of statutory and contractual
            preemptive rights or rights of first refusal, and the holders of the
            Offered Securities will have the same personal liability as holders
            of shares of a private corporation for profit organized under the
            Delaware General Corporation Law ("DGCL").

                        (e) As of the Closing Date and the Additional Closing
            Date, if any, the Trust shall have an authorized and outstanding
            capitalization as set forth under the heading of the Preliminary
            Prospectus and the Prospectus entitled "Pro Forma Capitalization"
            (subject, in the case of the Closing Date and in the event that the
            Closing Date and the Additional Date occur concurrently, to the
            issuance of the Optional Securities, and subject, in the case of the
            Additional Closing Date, to the issuance of the Optional
            Securities).

                         (f) Except as disclosed in the Preliminary Prospectus
            and the Prospectus, there are no Contracts between the Trust and any
            person granting such person the right to require the Trust to file a
            registration statement under the 1933 Act with respect to any
            securities of the Trust owned or to be owned by such



                                      -11-


            person or to require the Trust to include such securities in the
            securities registered pursuant to the Registration Statement.

                        (g) The issue and sale of the Offered Securities
            hereunder have not and will not (A) result in a breach or violation
            of Laws applicable to the Trust, or (B) conflict with, or result in
            a breach or violation of, or a default under or result in the
            creation or imposition of a Lien pursuant to, any Contract to which
            the Trust is a party or by which the Trust is bound.

            3. REPRESENTATIONS AND WARRANTIES OF THE MANAGER. The Manager
represents and warrants to and agrees with each Underwriter that the
representations and warranties of the Company contained in Section 1 solely with
respect to the Manager and the Initial Businesses are true and correct. The
Management Services Agreement has been duly authorized, and when executed and
delivered on the Closing Date, will constitute a valid and binding agreement of
the Manager, and assuming due authorization and execution by the Company and the
Trust will be enforceable against the Manager.

            4. PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES. On the basis
of and in reliance upon the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, the Company
agrees to sell to the Underwriters, and the Underwriters agree, severally and
not jointly, to purchase from the Company the number of Firm Securities set
forth opposite the name of such Underwriter in Schedule I attached hereto,
subject to adjustment in accordance with Section 10 hereof, in each case at a
purchase price of $_____ per Offered Security.

            Payment for the Firm Securities shall be made by the Underwriters in
federal (same day) funds by wire transfer to an account at a bank acceptable to
the Company and the Underwriters drawn to the order of the Company at ___:00
a.m. Eastern Daylight Savings Time, on ________________, 2006, or at such other
time not later than ten full business days thereafter as the Underwriters and
the Company determine, such time being herein referred to as the "CLOSING DATE,"
against delivery to the Underwriters of the Firm Securities.

            In addition, upon written notice from the Underwriters given to the
Company from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase all or less than all of the Optional
Securities at the same purchase price per Optional Security to be paid for the
Firm Securities. The Company agrees to sell to the Underwriters the number of
Optional Securities specified in such notice and the Underwriters agree,
severally and not jointly, to purchase such Optional Securities. Such Optional
Securities shall be purchased for the account of each Underwriter in the same
proportion as the number of Firm Securities set forth opposite such
Underwriter's name in Schedule I hereto bears to the total number of Firm
Securities and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously



                                      -12-


exercised may be surrendered and terminated at any time upon notice by the
Representatives to the Company.

            Each time for the delivery of and payment for the Optional
Securities, each of which is herein referred to as an "ADDITIONAL CLOSING DATE,"
shall not be earlier than the Closing Date nor earlier than the second business
day after the date on which written notice of election to purchase Optional
Securities is given nor later than the tenth business day after written notice
of election to purchase Optional Securities is given. The Company will deliver
against payment of the purchase price the Optional Securities being purchased on
each Additional Closing Date. Payment for such Optional Securities shall be made
by the Underwriters in federal (same day) funds wire transfer to an account at a
bank acceptable to the Representatives drawn to the order of the Company,
against delivery to the Underwriter of certificates representing all of the
Optional Securities being purchased on such Additional Closing Date.

            Certificates for the Firm Securities and for any Optional Securities
to be purchased hereunder shall be registered in such names and in such
denominations as you shall request prior to 1:00 p.m., Eastern Daylight Savings
Time, not later than the second full business day preceding the Closing Date or
the Additional Closing Date, as the case may be. Such certificates shall be made
available to the Underwriters in Baltimore, Maryland or such other location
designated by the Representative, for inspection and packaging not later than
9:30 a.m., Eastern Daylight Savings Time, on the business day immediately
preceding the Closing Date or the Additional Closing Date, as the case may be.

            In addition, an advisory fee of 0.25% of the gross proceeds from the
offer and sale of the Firm Securities shall be paid by the Company to Ferris,
Baker Watts, Incorporated at the Closing Date, and an advisory fee of 0.25% of
the gross proceeds from the offer and sale of the Optional Securities, if any,
shall be paid by the Company to Ferris, Baker Watts, Incorporated at the
Additional Closing Date.

            5. OFFERING BY UNDERWRITERS. It is understood and agreed that the
several Underwriters propose to offer the Offered Securities for sale to the
public as set forth in the Prospectus.

            6. COVENANTS. The Company, for itself and as sponsor of the Trust,
covenants with the several Underwriters that:

                        (a) The Company will advise you promptly and will
            confirm such advice in writing (i) if and when the Registration
            Statement is no longer effective and the time and date of any filing
            of any post-effective amendment to the Registration Statement or any
            supplement to the Prospectus and the time and date that any
            post-effective amendment to the Registration Statement becomes
            effective, (ii) of the receipt of any comments of the Commission, or
            any request by the Commission for amendments or supplements to the
            Registration Statement, the Preliminary Prospectus or the Prospectus
            or for additional information, (iii) of the issuance by the
            Commission of any stop order suspending the effectiveness of


                                      -13-


            the Registration Statement or of the suspension of qualification of
            the Offered Securities for offering or sale in any jurisdiction or
            the initiation of any proceeding for such purposes or the initiation
            of any proceeding under section 8A of the 1933 Act and (iv) within
            the period of time referred to in Section 6(d) below, of any event
            that comes to the attention of the Company or the Trust that makes
            any statement made in the Registration Statement, the Preliminary
            Prospectus or the Prospectus (as then amended or supplemented)
            untrue in any material respect or that requires the making of any
            additions thereto or changes therein in order to make the statements
            therein (in the case of the Preliminary Prospectus and the
            Prospectus, in light of the circumstances under which they were
            made) not misleading in any material respect, or of the necessity to
            amend or supplement the Prospectus (as then amended or supplemented)
            to comply with the 1933 Act. If at any time the Commission or other
            securities official of any jurisdiction shall issue any stop order
            suspending the effectiveness of the Registration Statement, the
            Company and the Trust will make every reasonable effort to obtain
            the withdrawal or lifting of such order at the earliest possible
            time.

                        (b) The Company and the Trust will furnish to you, as
            Representative, without charge, two signed duplicate originals of
            the Registration Statement as originally filed with the Commission
            and of each amendment thereto, including financial statements and
            all exhibits thereto, and will also furnish to you, without charge,
            such number of conformed copies of the Registration Statement as
            originally filed and of each amendment thereto as you may reasonably
            request.

                        (c) Neither the Company nor the Trust will file any
            Registration Statement pursuant to Rule 462(b) under the 1933 Act or
            any amendment or supplement to the Registration Statement or make
            any amendment or supplement to the Prospectus unless (i) you shall
            have previously been advised thereof and been given a reasonable
            opportunity to review such filing, amendment or supplement and (ii)
            you have not reasonably objected to such filing, amendment or
            supplement after being so advised and having been given a reasonable
            opportunity to review such filing, amendment or supplement.

                        (d) As soon after the execution and delivery of this
            Agreement as is practicable and thereafter from time to time for
            such period as in the reasonable opinion of counsel for the
            Underwriters a prospectus is required by the 1933 Act to be
            delivered in connection with sales by any Underwriter or a dealer
            (the "PROSPECTUS DELIVERY PERIOD"), and for so long a period as you
            may request for the distribution of the Offered Securities, the
            Company and the Trust will deliver to each Underwriter and each
            dealer, without charge, as many copies of the Prospectus (and of any
            amendment or supplement thereto) as they may reasonably request. If
            at any time prior to the later of (i) the completion of the
            distribution of the Offered Securities pursuant to the offering
            contemplated by the Registration Statement or (ii) the expiration of
            prospectus delivery requirements with respect to the Offered
            Securities under Section 4(3) of the 1933 Act and Rule 174
            thereunder, any event shall occur that in the judgment of the
            Company or in the opinion of counsel for the Underwriters is
            required to be disclosed in the



                                      -14-


            Prospectus (as then amended or supplemented) or should be disclosed
            therein in order to make the statements therein, in the light of the
            circumstances under which they were made, not misleading in any
            material respect, or if it is necessary to supplement or amend the
            Prospectus to comply with the 1933 Act or any other Blue Sky Laws,
            the Company and the Trust will forthwith prepare and, subject to
            Sections 6(a) and 6(c) hereof, file with the Commission and use its
            reasonable efforts to cause to become effective, if applicable, as
            promptly as possible any appropriate supplement or amendment
            thereto, and will furnish to each Underwriter who has previously
            requested Prospectuses, without charge, a reasonable number of
            copies thereof, and will furnish to each Underwriter who has
            previously requested Prospectuses, without charge, a reasonable
            number of copies thereof.

                        (e) The Company and the Trust will cooperate with you
            and counsel for the Underwriters in connection with the registration
            or qualification of the Offered Securities for offering and sale by
            the several Underwriters and by dealers under the securities or Blue
            Sky Laws of such jurisdictions as you may reasonably designate and
            will file such consents to service of process or other documents as
            may be reasonably necessary in order to effect and maintain such
            registration or qualification for so long as required to complete
            the distribution of the Offered Securities; provided, however, in no
            event shall the Company or the Trust be obligated to qualify to do
            business in any jurisdiction where it is not now so qualified or to
            take any action that would subject it to general service of process
            in suits, other than those arising out of the offering or sale of
            the Offered Securities, as contemplated by this Agreement and the
            Prospectus, in any jurisdiction where it is not now so subject. In
            the event that the qualification of the Offered Securities in any
            jurisdiction is suspended, the Company and the Trust shall so advise
            you promptly in writing.

                        (f) The Trust will make generally available to its
            securityholders a consolidated earnings statement (in form complying
            with the provisions of Rule 158 under the 1933 Act), which need not
            be audited, covering a twelve-month period commencing after the
            effective date of the Registration Statement and ending not later
            than 15 months thereafter, within 90 days after the end of such
            period, which consolidated earnings statement shall satisfy the
            provisions of Section 11(a) of the 1933 Act.

                        (g) During the Prospectus Delivery Period and for not
            less than one year after the date hereof, the Trust and the Company
            will file and furnish all documents required to be filed or
            furnished with the Commission pursuant to Sections 13, 14 and 15 of
            the 1934 Act, in the manner and within the time periods required by
            the 1934 Act, including as permitted pursuant to Rule 12b-25
            thereunder.

                        (h) During the period beginning on the date hereof and
            ending one year from the date hereof, the Trust and the Company will
            furnish, [ONLY TO THE EXTENT NOT OTHERWISE AVAILABLE ON EDGAR], to
            you and, upon your request, to


                                      -15-


            each of the other Underwriters, as soon as available, a copy of each
            proxy statement, quarterly or annual report or other report of the
            Trust mailed to securityholders or filed with the Commission or the
            Nasdaq National Market.

                        (i) The Company and the Trust will apply the net
            proceeds from the sale of the Offered Securities to be sold
            hereunder in the manner set forth under the caption "Use of
            Proceeds" in the Prospectus.

                        (j) If Rule 430A under the 1933 Act is employed, the
            Company will timely file the Prospectus pursuant to Rule 424(b)
            under the 1933 Act.

                        (k) The Company will pay: (i) the fees, disbursements
            and expenses of the Company's counsel and accountants in connection
            with the registration of the Offered Securities under the 1933 Act
            and all other expenses in connection with the preparation and filing
            of all copies of the Registration Statement, the Preliminary
            Prospectus and the Prospectus, including any amendments and
            supplements to any of the foregoing documents; (ii) the preparation,
            printing and delivery (including postage, air freight charges and
            charges for counting and packaging) of such copies of the
            Registration Statement, the Preliminary Prospectus and the
            Prospectus, the Blue Sky memoranda, this Agreement and all
            amendments or supplements to any of them as may be reasonably
            requested for use in connection with the offering and sale of the
            Offered Securities; (iii) all expenses in connection with the
            qualification of the Offered Securities for offering and sale under
            state and foreign securities Laws or Blue Sky Laws, including
            reasonable attorneys' fees and out-of-pocket expenses of the counsel
            for the Underwriters in connection therewith; (iv) the filing fees
            incident to securing any required review by the NASD of the fairness
            of the terms of the sale of the Offered Securities and the
            reasonable fees and disbursements of the Underwriters' counsel
            relating thereto [IN AN AMOUNT NOT TO EXCEED $25,000]; (v) the fees
            and expenses associated with including the Offered Securities for
            quotation on the Nasdaq National Market; (vi) the cost of preparing
            and delivering certificates for the Offered Securities; (vii) the
            costs and charges of any transfer agent or registrar or book-entry
            depository; (viii) all other fees, costs and expenses referred to in
            Item 13 of the Registration Statement; and (ix) the transportation,
            lodging and other expenses incurred by officers of the Company in
            preparing for and participating in the "roadshow" for the offering
            contemplated hereby.

                        (l) The Trust and the Company will not, without the
            prior written consent of the Underwriters, sell, offer to sell,
            contract or agree to sell, hypothecate, pledge, grant any option to
            purchase or otherwise dispose of or agree to dispose of, directly or
            indirectly, any Trust Stock or securities convertible into or
            exchangeable or exercisable for Trust Stock or warrants or other
            rights to purchase Trust Stock or any other securities of the Trust
            that are substantially similar to Trust Stock, or file or cause to
            be declared effective a registration statement under the 1933 Act
            relating to the offer and sale of any shares of Trust Stock or
            securities convertible into or exercisable or exchangeable for Trust
            Stock or other rights to purchase Trust Stock or any other
            securities of the Trust that are


                                      -16-


            substantially similar to Trust Stock for a period of 180 days after
            the date hereof, without the prior written consent of the
            Representative, except for (i) the registration of the Offered
            Securities and the sales to the Underwriters pursuant to this
            Agreement and (ii) the grant and exercise of options pursuant to the
            stock option plan of the Company referred to in the Preliminary
            Prospectus and the Prospectus.

                        (m) From the date hereof through the last Additional
            Closing Date, the Company will furnish to each Underwriter copies of
            the Registration Statement, including all exhibits, and the
            Prospectus (including all amendments and supplements thereto), in
            each case as soon as available and in such quantities as are
            reasonably requested.

                        (n) To use its best efforts to maintain the quotation of
            the Offered Securities on the Nasdaq National Market during the
            [PROSPECTUS DELIVERY PERIOD].

            7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Offered
Securities on the Closing Date and any Additional Closing Date will be subject
to the accuracy in all material respects of the representations and warranties
on the part of the Company herein (except to the extent that any of such
representations and warranties are already qualified as to materiality herein,
in which case, such representations and warranties shall be true and correct
without further qualification), to the accuracy in all material respects of the
statements of the officers of the Company made pursuant to the provisions
hereof, to the performance in all material respects by the Company of its
obligations hereunder and to the following additional conditions precedent:

                        (a) The Registration Statement shall have become
            effective, and no stop order suspending the effectiveness of the
            Registration Statement shall have been issued and no proceedings for
            that purpose or under Section 8A of the 1933 Act shall have been
            instituted or, to the knowledge of the Company or any Underwriter,
            shall be contemplated by the Commission. The Prospectus shall have
            been filed with the Commission in accordance with the 1933 Act.

                        (b) There shall not have occurred any material adverse
            change in the condition, financial or otherwise, or in the net
            worth, earnings, cash flows business or operations of the Company
            and the Initial Businesses, taken as a whole, from that set forth in
            the Preliminary Prospectus and the Prospectus that, in your
            judgment, is material and adverse and that makes it, in your
            judgment, impracticable to market the Offered Securities as
            contemplated hereby.

                        (c) The Representative shall have received on and as of
            each of the Closing Date and the Additional Closing Date, as the
            case may be, a certificate of the Chief Executive Officer and the
            Chief Financial Officer of the Company (a) confirming that such
            officers have reviewed the Preliminary Prospectus and the Prospectus
            and, to such officer's knowledge, the representations and

                                      -17-


            warranties of the Company set forth herein are true and correct in
            all material respects (except to the extent that any of such
            representations and warranties are already qualified as to
            materiality herein, in which case, such representations and
            warranties shall be true and correct without further qualification),
            (b) confirming that the Company has complied with all agreements and
            satisfied all conditions on its part to be performed or satisfied
            hereunder in all material respects at or prior to such Closing Date
            and (c) to the effect set forth in paragraphs (a) and (b) above.

                        (d) The Representative shall have received on and as of
            each of the Closing Date and the Additional Closing Date, as the
            case may be, a certificate of the Managing Partner of the Manager
            (a) confirming that such officer has reviewed the Preliminary
            Prospectus and the Prospectus and, to such officer's knowledge, the
            representations and warranties of the Manager set forth herein are
            true and correct in all material respects (except to the extent that
            any of such representations and warranties are already qualified as
            to materiality herein, in which case, such representations and
            warranties shall be true and correct without further qualification),
            (b) confirming that the Manager has complied with all agreements and
            satisfied all conditions on its part to be performed or satisfied
            hereunder in all material respects at or prior to such Closing Date.

                        (e) The Representative shall have received on and as of
            each of the Closing Date and the Additional Closing Date, as the
            case may be, a certificate of the Company, as sponsor of the Trust,
            (a) confirming that, to such officer's knowledge, the
            representations and warranties of the Trust set forth herein are
            true and correct in all material respects (except to the extent that
            any of such representations and warranties are already qualified as
            to materiality herein, in which case, such representations and
            warranties shall be true and correct without further qualification),
            (b) confirming that the Trust has complied with all agreements and
            satisfied all conditions on its part to be performed or satisfied
            hereunder in all material respects at or prior to such Closing Date
            and (c) to the effect set forth in paragraphs (a) above.

                        (f) On the date of this Agreement and on each of the
            Closing Date and the Additional Closing Date, as the case may be,
            the Representative shall have received a letter from each of Grant
            Thornton LLP, PricewaterhouseCoopers LLP, Bauerle and Company, P.C.
            and White, Nelson & Co., LLP, dated the respective dates of delivery
            thereof and addressed to the Underwriters, in form and substance
            reasonably satisfactory to the Representative, containing statements
            and information of the type ordinarily in accountants' "comfort
            letters" with respect the financial statements and certain financial
            information contained in the Preliminary Prospectus and the
            Prospectus relating to the respective entity named below and
            including the comfort letters of all other accountants that have
            audited the financial statements of the Initial Businesses included
            in the Preliminary Prospectus and the Prospectus; provided, however,
            that the letter delivered on the Closing Date or the Additional
            Closing Date, as the case may be, shall use a "cut-off" date no more
            than three business days prior to such Closing Date or such
            Additional Closing Date, as the case may be.

                                      -18-


                        (g) The Underwriters shall have received, at the request
            of the Company, opinions of (i) Sutherland Asbill & Brennan LLP,
            special transaction counsel to the Company, dated the Closing Date
            and the Additional Closing Date, as the case may be, and addressed
            to the Underwriters, in the form as set forth in Exhibit B, (ii)
            Richards, Layton & Finger, P.A., special Delaware counsel to the
            Trust and the Company, dated the Closing Date and the Additional
            Closing Date, as the case may be, addressed to the Underwriters, in
            the form as set forth in Exhibit C, (iii) Squire, Sanders & Dempsey
            LLP, special transaction counsel to the Company, dated the Closing
            Date and the Additional Closing Date, as the case may be, addressed
            to the Underwriters, in the form as set forth in Exhibit D, and (iv)
            Morrison & Cohen, special transaction counsel to the Manager, dated
            as of the Closing Date and the Additional Closing Date, as the case
            may be, addressed to the Underwriter, in the form as set forth in
            Exhibit E. Sutherland Asbill & Brennan LLP shall be entitled to rely
            upon the opinions of Richards, Layton & Finger, P.A., Squire,
            Sanders & Dempsey LLP, and Morrison & Cohen in rendering its opinion
            contemplated by this paragraph.

                        (h) The Underwriters shall have received from Alston &
            Bird LLP, counsel for the Underwriters, such opinion or opinions,
            dated the Closing Date and the Additional Closing Date, as the case
            may be, with respect to such matters as the Underwriters may
            reasonably request, and the Company shall have furnished to such
            counsel such documents as they reasonably request for the purpose of
            enabling them to pass upon such matters.

                        (i) The Offered Securities to be delivered on the
            Closing Date and the Additional Closing Date, as the case may be,
            shall have been approved for quotation on the Nasdaq National
            Market.

                        (j) The Company shall have obtained for the benefit of
            the Underwriters the agreement (a "Lock-Up Agreement"), in the form
            set forth as Exhibit A hereto, of each of the persons and entities
            named in Exhibit A-1 hereto.

                        (k) On or prior to each of the Closing Date and the
            Additional Closing Date, the Company shall have furnished or caused
            to have been furnished to you such further certificates and
            documents as you shall have reasonably requested.

                        (l) The NASD shall have confirmed that it has not raised
            any objection with respect to the fairness and reasonableness of the
            underwriting terms and arrangements.

                        (m) The Company shall for itself and on behalf of the
            Trust, shall be prepared to consummate the transactions contemplated
            by Stock Purchase Agreement upon the Closing Date and all conditions
            to the obligations of the parties to the Stock Purchase Agreement to
            close the transactions contemplated by the Stock Purchase Agreement
            shall have been satisfied, subject only to the Closing hereof and
            the payment of the purchase price for the Initial Businesses.

                                      -19-



         The several obligations of the Underwriters to purchase Optional
Securities hereunder are subject to the satisfaction on and as of the Additional
Closing Date of the conditions set forth in this Section 7, except that, if the
Additional Closing Date is other than the Closing Date, the certificates,
opinions and letters referred to in this Section 7 shall be dated as of the
Additional Closing Date and the opinions called for by paragraphs (g) and (h)
shall be revised to reflect the sale of Optional Securities.

         If any of the conditions hereinabove provided for in this Section 7
shall not have been satisfied when and as required by this Agreement, this
Agreement may be terminated by you without liability or obligation to the
Company or the Trust, by notifying the Company of such termination in writing or
by telegram at or prior to such Closing Date, but you shall be entitled to waive
any of such conditions.

         8. INDEMNIFICATION.

                  (a) The Company and the Trust, jointly and severally, agree to
         indemnify and hold harmless each Underwriter, its partners, members,
         directors, officers, employees, agents and representatives, and each
         person, if any, who controls any Underwriter within the meaning of the
         1933 Act or the 1934 Act against any loss, claim, damage, liability or
         expense, as incurred, to which such Underwriter or other such persons
         indemnified under this Section 8(a) may become subject, under the 1933
         Act, the 1934 Act or other federal or state statutory law or
         regulation, or at common law or otherwise (including any settlement, if
         such settlement is effected with the written consent of the Company),
         insofar as such loss, claim, damage, liability or expense (or actions,
         investigations or proceedings in respect thereof as contemplated below)
         arises out of or is based (i) upon any untrue statement or alleged
         untrue statement of a material fact contained in the Registration
         Statement, as of its effective date, or any amendment thereto, as of
         its effective date, including any information deemed to be a part
         thereof pursuant to Rule 430A under the 1933 Act, 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
         (ii) upon any untrue statement or alleged untrue statement of a
         material fact contained in the Preliminary Prospectus, as of the
         Applicable time, when considered together with the Pricing Information,
         or the Prospectus, as of its date (and as of the date of any amendment
         or supplement thereto, as of the date of such amendment or supplement),
         or the omission or alleged omission therefrom of a material fact, in
         each case, necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         and to reimburse each Underwriter and each such other person
         indemnified under this Section 8(a) for any and all expenses (including
         the reasonable fees and disbursements of counsel chosen by the
         Underwriters) as such expenses are reasonably incurred by such
         Underwriter or such other person indemnified under this Section 8(a) in
         connection with investigating, defending, settling, compromising or
         paying any such loss, claim, damage, liability, expense or action,
         investigation or proceeding; provided, however, that the foregoing
         indemnity agreement shall not apply to any loss, claim, damage,
         liability or expense to the extent, but only to the extent,


                                      -20-



         arising out of or based upon any untrue statement or alleged untrue
         statement or omission or alleged omission made in reliance upon and in
         conformity with the written information set forth in Section 8(b) below
         furnished to the Company by the Underwriters expressly for use in the
         Registration Statement, the Preliminary Prospectus, when considered
         together with the Pricing Information, or the Prospectus (or any
         amendment or supplement thereto). The indemnity agreement set forth in
         this Section 8(a) shall be in addition to any liabilities that the
         Company may otherwise have.

                  (b) Each Underwriter agrees, severally and not jointly, to
         indemnify and hold harmless the Trust, the Trustees and the Company,
         its directors, each of their officers who signed the Registration
         Statement and each person, if any, who controls the Company or the
         Trust within the meaning of the 1933 Act or the 1934 Act, against any
         loss, claim, damage, liability or expense, as incurred, under the 1933
         Act, the 1934 Act, or other federal or state statutory law or
         regulation, or at common law or otherwise (including any settlement, if
         such settlement is effected with the prior written consent of such
         Underwriter), insofar as such loss, claim, damage, liability or expense
         (or actions, investigations or proceedings in respect thereof as
         contemplated below) arises out of or is based upon any untrue or
         alleged untrue statement of a material fact contained in the
         Registration Statement, as of its effective date, and as to any
         amendment thereto, as of its effective date, the Preliminary
         Prospectus, as of the Applicable Time, when considered together with
         the Pricing Information, or the Prospectus, as of its date (or any
         amendment or supplement thereto, as of its date), or arises out of or
         is based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, in each case to the extent, but only
         to the extent, that such untrue statement or alleged untrue statement
         or omission or alleged omission was made in the Registration Statement,
         the Preliminary Prospectus or the Prospectus (or any amendment or
         supplement thereto), in reliance upon and in conformity with written
         information furnished to the Company by the Underwriters expressly for
         use therein; and to reimburse the Trustee, the Trust or Company, or any
         such director, officer or controlling person for any legal and other
         expense reasonably incurred by the Trustee, the Trust or Company, or
         any such director, officer or controlling person in connection with
         investigating, defending, settling, compromising or paying any such
         loss, claim, damage, liability, expense, action, investigation or
         proceeding. The Company and the Trust hereby acknowledge and agree that
         the only information that the Underwriters have furnished to the
         Company and the Trust expressly for use in the Registration Statement,
         the Preliminary Prospectus or the Prospectus (or any amendment or
         supplement thereto) are the statements set forth in the concession and
         reallowance figures and the information under the subheadings
         "Commissions and Expenses;" "Stabilization;" and "Passive Market
         Making," under the caption "Underwriting" in the Prospectus. The
         indemnity agreement set forth in this Section 8(b) shall be in addition
         to any liabilities that each Underwriter may otherwise have.


                                      -21-



                  (c) Promptly after receipt by an indemnified party under this
         Section 8 of notice of the commencement of any action, claim,
         investigation or proceeding such indemnified party will, if a claim in
         respect thereof is to be made against an indemnifying party under this
         Section 8, notify the indemnifying party in writing of the commencement
         thereof, but the omission so to notify the indemnifying party will not
         relieve it from any liability which it may have to any indemnified
         party for contribution or otherwise under the indemnity agreement
         contained in this Section 8 to the extent it is not prejudiced as a
         proximate result of such failure. In case any such action is brought
         against any indemnified party and such indemnified party seeks or
         intends to seek indemnity from an indemnifying party, the indemnifying
         party will be entitled to participate in, and, to the extent that it
         shall elect, jointly with all other indemnifying parties similarly
         notified, by written notice delivered to the indemnified party promptly
         after receiving the aforesaid notice from such indemnified party, to
         assume the defense thereof with counsel reasonably satisfactory to such
         indemnified party; provided, however, if the defendants in any such
         action include both the indemnified party and the indemnifying party
         and the indemnified party shall have reasonably concluded that a
         conflict may arise between the positions of the indemnifying party and
         the indemnified party in conducting the defense of any such action or
         that there may be legal defenses available to it and/or other
         indemnified parties which are different from or additional to those
         available to the indemnifying party, the indemnified party or parties
         shall have the right to select separate counsel to assume such legal
         defenses and to otherwise participate in the defense of such action,
         claim, investigation or proceeding on behalf of such indemnified party
         or parties. Upon receipt of notice from the indemnifying party to such
         indemnified party of such indemnifying party's election so to assume
         the defense of such action, claim, investigation or proceeding and
         approval by the indemnified party of counsel, the indemnifying party
         will not be liable to such indemnified party under this Section 8 for
         any legal or other expenses subsequently incurred by such indemnified
         party in connection with the defense thereof unless (i) the indemnified
         party shall have employed separate counsel in accordance with the
         proviso to the next preceding sentence (it being understood, however,
         that the indemnifying party shall not be liable for the expenses of
         more than one separate counsel (together with local counsel), approved
         by the indemnifying party (the Underwriters in the case of Section 8(b)
         and Section 9), representing the indemnified parties who are parties to
         such action, claim, investigation or proceeding) or (ii) the
         indemnifying party shall not have employed counsel satisfactory to the
         indemnified party to represent the indemnified party within a
         reasonable time after notice of commencement of the action, claim,
         investigation or proceeding, in each of which cases the fees and
         expenses of counsel shall be at the expense of the indemnifying party.

                  (d) The indemnifying party under this Section 8 shall not be
         liable for any settlement of any proceeding effected without its
         written consent, but if settled with such consent or if there is a
         final judgment for the plaintiff, the indemnifying party agrees to
         indemnify the indemnified party against any loss, claim, damage,
         liability or expense by reason of such settlement or judgment.


                                      -22-



         Notwithstanding the foregoing sentence, if at any time an indemnified
         party shall have requested an indemnifying party to reimburse the
         indemnified party for fees and expenses of counsel as contemplated by
         Section 8(c) hereof, the indemnifying party agrees that it shall be
         liable for any settlement of any proceeding effected without its
         written consent if (i) such settlement is entered into more than 30
         days after receipt by such indemnifying party of the aforesaid request
         and (ii) such indemnifying party shall not have reimbursed the
         indemnified party in accordance with such request prior to the date of
         such settlement. No indemnifying party shall, without the prior written
         consent of the indemnified party, effect any settlement, compromise or
         consent to the entry of judgment in any pending or threatened action,
         suit or proceeding in respect of which any indemnified party is or
         could have been a party and indemnity was or could have been sought
         hereunder by such indemnified party, unless such settlement, compromise
         or consent (x) includes an unconditional release of such indemnified
         party from all liability on claims that are the subject matter of such
         action, suit or proceeding and (y) 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.

         9. CONTRIBUTION. If the indemnification provided for in Section 8 is
for any reason held to be unavailable to or otherwise insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount paid or payable by such indemnified party, as
incurred, as a result of any losses, claims, damages, liabilities or expenses
referred to therein (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company or the Trust, on the one hand, and the
Underwriters, on the other hand, from the offering of the Offered Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company or the Trust, on the one hand, and the
Underwriters, on the other hand, in connection with the statements or omissions
or inaccuracies in the representations and warranties herein which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the Company
or the Trust, on the one hand, and the Underwriters, on the other hand, in
connection with the offering of the Offered 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 Offered Securities pursuant to this
Agreement (before deducting expenses) received by the Company, and the total
underwriting discount received by the Underwriters, in each case as set forth on
the front cover page of the Prospectus, bear to the aggregate initial public
offering price of the Offered Securities as set forth on such cover. The
relative fault of the Company or the Trust, on the one hand, and the
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 or any such
inaccurate or alleged inaccurate representation or warranty relates to
information supplied by the Company or the Trust, on the one hand, or the
Underwriters, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.


                                      -23-



         The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating, defending and settling any action, claim, investigation or
proceeding. The provisions set forth in Section 8(c) with respect to notice of
commencement of any action, claim, investigation or proceeding shall apply if a
claim for contribution is to be made under this Section 9; provided, however,
that no additional notice shall be required with respect to any action for which
notice has been given under Section 8(c) for purposes of indemnification.

         The Company, the Trust and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation (even if the 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 in this Section 9. Notwithstanding
the provisions of this Section 9, no Underwriter shall be responsible for any
amount in excess of the underwriting discount or commission applicable to the
Offered Securities purchased by such Underwriter as set forth in the Prospectus
under the caption "Underwriting," and no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Offered Securities underwritten by it and distributed to investors were
offered to investors exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 9 are several, and not joint, in proportion to their respective
underwriting commitments as set forth opposite their names in Schedule I. For
purposes of this Section 9, each partner, member, director, officer and employee
of an Underwriter and each person, if any, who controls an Underwriter within
the meaning of the 1933 Act and the 1934 Act shall have the same rights to
contribution as such Underwriter, and each director of the Company or the Trust,
each director and officer of the Company or the Trust who signed the
Registration Statement, and each person, if any, who controls the Company or the
Trust within the meaning of the 1933 Act and the 1934 Act shall have the same
rights to contribution as the Company.

         10. DEFAULTING UNDERWRITERS. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on the Closing
Date and the aggregate number of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total number of Offered Securities that the Underwriters are obligated to
purchase on the Closing Date, the Underwriters may make arrangements
satisfactory to the Company and the Trust for the purchase of such Offered
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments hereunder,
to purchase the Offered Securities that such defaulting Underwriters agreed but
failed to purchase on the Closing Date. If any Underwriter or Underwriters so
default and the aggregate number of Offered Securities with respect to which
such default or


                                      -24-



defaults occur exceeds 10% of the total number of Offered Securities that the
Underwriters are obligated to purchase on the Closing Date and arrangements
satisfactory to the Underwriters and the Company for the purchase of such
Offered Securities by other persons are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 12. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default. Any termination of this Agreement
pursuant to this Section 10 shall be without liability on the part of the
Company or the Trust, except that the Company and the Trust will continue to be
liable for the payment of expenses as set forth in Section 6 hereof and except
that the provisions of Sections 8 and 9 hereof shall not terminate and shall
remain in effect.

         11. TERMINATION OF THIS AGREEMENT. On or prior to the Closing Date,
this Agreement may be terminated by the Underwriters by notice given to the
Company if at any time (i) trading or quotation in any securities issued by the
Trust shall have been suspended or limited by the Commission, the Nasdaq
National Market, the New York Stock Exchange or the American Stock Exchange or
other market, or trading generally on either the Nasdaq National Market, the New
York Stock Exchange, the American Stock Exchange, shall have been suspended or
limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges by the Commission or any other Governmental
Authority; (ii) a general banking moratorium shall have been declared by any
federal or New York authority; (iii) there shall have occurred any outbreak or
escalation of national or international hostilities or any crisis or calamity,
any attack on or act of terrorism involving, or any change in, the United States
or international financial markets, or any substantial change or development
involving a prospective substantial change in United States' or international
political, financial or economic conditions, as in the judgment of the
Representative is material and adverse and makes it impracticable to market the
Offered Securities in the manner and on the terms described in the Prospectus or
to enforce contracts for the sale of securities; (iv) in the judgment of the
Representative there shall have occurred any material adverse change, or any
development that could reasonably be expected to result in a material adverse
change, in the condition (financial or other), or in the earnings, business or
operations, whether or not arising from transactions in the ordinary course of
business, of the Company and the Initial Businesses, taken as a whole; or (v)
there shall have occurred any major disruption of settlements of securities or
clearance services in the United States.

         12. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Sections 7 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall


                                      -25-



remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 6 hereof, if any, and the respective obligations of the Company and the
Underwriters pursuant to Sections 8 and 9 shall remain in effect, and if any
Offered Securities have been purchased hereunder, the representations and
warranties in Sections 1, 2 and 3 and all obligations under Section 6 shall also
remain in effect. The provisions of Sections 13 through 16 shall also survive
termination or cancellation of this Agreement.

         13. NOTICES. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or faxed and confirmed to
the Underwriters c/o Ferris, Baker Watts, Incorporated, 100 Light Street,
Baltimore, Maryland 21202, Attention: Cliff Booth (fax: (410) 659-4632), with a
copy to Ralph F. MacDonald III, Esq., Alston & Bird LLP, 1201 West Peachtree
Street, Atlanta, Georgia 30309-3434 (Fax: (404) 881-7777). Notices to the
Company shall be given to it at Sixty-One Wilton Road, Second Floor, Westport,
Connecticut 06880 (Fax: (203) 221-8253); Attention: I. Joseph Massoud, Chief
Executive Officer, with a copy to Cynthia M. Krus, Esq., Sutherland, Asbill &
Brennan LLP, 1275 Pennsylvania Avenue, Washington, D.C. 20004(Fax: (202)
637-3593).

         14. SUCCESSORS; NO THIRD PARTY BENEFICIARIES. This Agreement will inure
to the benefit of and be binding upon the parties hereto and their respective
successors and assigns, and the persons indemnified in Section 8. Nothing in
this Agreement is intended or shall be construed to give, or shall give, any
other person any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein. No purchaser of Offered
Securities from any Underwriter shall be deemed to be a successor or assign
merely by reason of such purchase.

         15. REPRESENTATIVE OF UNDERWRITERS. Any action under this Agreement may
be taken by Ferris, Baker Watts, Incorporated, as the duly authorized
Representative of the several underwriters, and any such action taken by Ferris,
Baker Watts, Incorporated as Representative will be binding upon all the
Underwriters.

         16. MISCELLANEOUS.

                  (a) This Agreement shall be governed by, and construed in
         accordance with, the laws of the State of New York, without regard to
         principles of conflicts of laws to the extent that the application of
         the laws of another jurisdiction would be required thereby. The Company
         hereby submits to the non-exclusive jurisdiction of the Federal and
         state courts in the Borough of Manhattan in The City of New York in any
         suit or proceeding arising out of or relating to this Agreement or the
         transactions contemplated hereby.

                  (b) This Agreement may be signed in various identical
         counterparts, each of which shall be an original, and all of which
         together shall constitute one and the same instrument.

                  (c) This Agreement shall be effective when, but only when, at
         least one counterpart hereof shall have been executed on behalf of each
         party hereto. A


                                      -26-



         counterpart executed and sent by facsimile transmission shall have the
         same force and effect as a manually signed original.

                  (d) The Company, the Trust and the Underwriters each hereby
         irrevocably waive any right they may have to a trial by jury in respect
         to any claim based upon or arising out of this Agreement or the
         transactions contemplated hereby.

                  (e) As used herein, the singular shall include the plural and
         vice versa, and a reference to any gender shall include all genders.
         The terms "include" and "including" and similar terms shall mean
         without limitation by reason of enumeration or otherwise.

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

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

         If the foregoing is in accordance with our agreement, please sign and
return to the Company one of the counterparts hereof, whereupon, it will become
a binding agreement among the Company, the Trust, the Manager and the
Underwriters in accordance with its terms.

                                          Very truly yours,

                                          COMPASS GROUP DIVERSIFIED
                                          HOLDINGS LLC


                                          By:
                                              ----------------------------------
                                              Name:  I. Joseph Massoud
                                              Title: Chief Executive Officer


                                          COMPASS DIVERSIFIED TRUST

                                          By: COMPASS GROUP DIVERSIFIED HOLDINGS
                                          LLC, as sponsor of the Trust


                                          By:
                                              ----------------------------------
                                              Name:  I. Joseph Massoud
                                              Title: Chief Executive Officer


                                      -27-



                                          COMPASS GROUP MANAGEMENT LLC, as the
                                          Manager


                                          By:
                                              ----------------------------------
                                              Name:  I. Joseph Massoud
                                              Title: Managing Member

The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written by Ferris,
Baker Watts, Incorporated, individually
and as Representative, by its
undersigned officer thereunto duly
authorized.

   FERRIS, BAKER WATTS, INCORPORATED, As
Representative of the Various
Underwriters listed on Schedule 1 hereto


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



                                      -28-




               SCHEDULE I




                                                                      NUMBER OF
UNDERWRITER                                                         FIRM SECURITIES
- ------------------------------------------------------------------  ---------------
                                                                 
Ferris, Baker Watts, Incorporated.................................
BB&T Capital Markets (A Division of Scott & Stringfellow, Inc.)...
J.J.B. Hilliard, W.L. Lyons, Inc..................................
Oppenheimer & Co. Inc.............................................
Sanders Morris Harris Group, Inc..................................
Ladenburg Thalmann & Co. Inc......................................
Maxim Group LLC...................................................
                                                                    ---------------
                           Total..................................  $
                                                                    ===============






                                   SCHEDULE II

                        INITIAL BUSINESSES OF THE COMPANY


CBS Personnel Holdings, Inc.
Crosman Acquisition Corporation
Compass AC Holdings, Inc.
Silvue Technologies Group, Inc.





                                    EXHIBIT A

                            FORM OF LOCK-UP AGREEMENT


Ferris, Baker Watts, Incorporated, As Representative of the Several Underwriters
100 Light Street
Baltimore, MD  21202

         Re:      Compass Group Diversified Holdings LLC (the "COMPANY"),
                  Compass Diversified Trust (the "TRUST") and Compass Group
                  Management LLC (the "MANAGER")

Ladies and Gentlemen:

         This Lock-Up Agreement is being delivered to you in connection with the
proposed Underwriting Agreement (the "UNDERWRITING AGREEMENT") to be entered
into by and among the Company, the Trust, the Manager and you, as Representative
of the several Underwriters named therein, with respect to the public offering
(the "OFFERING") of shares representing beneficial interests in the property of
the Trust (the "TRUST STOCK").

         In consideration of you entering into the Underwriting Agreement, and
other good and valuable consideration, the receipt of which is acknowledged, the
undersigned, intending to be legally bound, agrees that for a period of 180 days
after the date of the final prospectus relating to the Offering, the undersigned
will not, without the prior written consent of Ferris, Baker Watts,
Incorporated, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of, directly or indirectly, or file (or participate in the filing of) a
registration statement with the Securities and Exchange Commission (the
"COMMISSION") in respect of, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder with respect to, any Trust
Stock of the Trust or any securities convertible into or exercisable or
exchangeable for Trust Stock, or warrants or other rights to purchase Trust
Stock, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of Trust
Stock or any securities convertible into or exercisable or exchangeable for
Trust Stock, or warrants or other rights to purchase Trust Stock, whether any
such transaction is to be settled by delivery of Trust Stock or such other
securities, in cash or otherwise, or (2) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of
ownership of the Trust or any securities convertible into or exercisable or
exchangeable, for Trust Stock or warrants or other rights to purchase Trust
Stock, whether any such transaction described in clauses (1) or (2) above is to
be settled by delivery of Trust Stock or other securities, in cash or otherwise,
or (iii) publicly announce an intention to effect any transaction specified in
clause (i) or (ii). The


                                      A-1



foregoing sentence shall not apply to (a) bona fide gifts, provided the
recipient thereof agrees in writing with the Underwriters to be bound by the
terms of this Lock-Up Letter Agreement, (b) dispositions to any trust for the
direct or indirect benefit of the undersigned and/or the immediate family of the
undersigned, provided that such trust agrees in writing with the Underwriters to
be bound by the terms of this Lock-Up Letter Agreement, (c) transfers to any
immediate family member or affiliate, as defined in Commission Rule 405 of the
Securities Act of 1933, as amended, (the "1933 ACT"), provided that such
immediate family member or affiliate provides a signed copy of this lock-up
agreement prior to such transfer to counsel for this Underwriter, Alston & Bird
LLP, Attention: Ralph F. MacDonald, III, facsimile: (404) 253-8272. or (d)
shares of Trust Stock purchased by the undersigned in the secondary market
following the Offering.

         In addition, the undersigned hereby waives any rights the undersigned
may have to require registration of Trust Stock that has not been registered
under the 1933 Act or where any holder would be an "underwriter" under Section
2(11) of the 1933 Act in connection with the filing of a registration statement.
The undersigned further agrees that, for a period of 180 days after the date of
the Underwriting Agreement relating to the Offering, the undersigned will not,
without the prior written consent of Ferris, Baker Watts, Incorporated, make any
demand for, or exercise any right with respect to, the registration of Trust
Stock of the Trust or any securities convertible into or exercisable or
exchangeable for Trust Stock, or warrants or other rights to purchase Trust
Stock.

         If (i) the Company or the Trust notifies you in writing that it does
not intend to proceed with the Offering, (ii) the registration statement filed
with the Commission with respect to the Offering is withdrawn, or (iii) for any
reason the Underwriting Agreement shall be terminated prior to the Closing Date
(as defined in the Underwriting Agreement), this Lock-Up Letter Agreement shall
be terminated and the undersigned shall be released from its obligations
hereunder.

         In furtherance of the foregoing, the Trust and the Company, and any
duly appointed transfer agent for the registration or transfer of the Trust
Shares described herein, are hereby authorized and directed to decline to make
any transfer of Trust Shares if such transfer would constitute a violation or
breach of this Letter Agreement.

         The undersigned understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the Public Offering in reliance upon
this Letter Agreement.

         This lock-up agreement may be signed by manual or facsimile signature
and shall be governed by and construed in accordance with the laws of the State
of New York, without regard to the conflict of laws principles thereof.

         The undersigned has full capacity as an individual, or full power and
authority as an entity, to enter into this Letter Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.


                                      A-2



                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


                                      A-3



         IN WITNESS WHEREOF, undersigned have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.


                                                     Yours very truly,


                                                     By:


                                                     By:
                                                         Name:
                                                         Title:


         Accepted and agreed,
         FERRIS, BAKER WATTS, INCORPORATED



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


                                      A-4