1 Exhibit 1.1 AETHER SYSTEMS, INC. (a Delaware corporation) 2,550,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: March ____, 2000 TABLE OF CONTENTS

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Exhibit 1.1

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AETHER SYSTEMS, INC.
(a Delaware corporation)

2,550,000 Shares of Common Stock

U.S. PURCHASE AGREEMENT

Dated: March ____, 2000

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TABLE OF CONTENTS

Page

SECTION 1. Representations and Warranties......................................................... 4
(a) Representations and Warranties by the Company................................................... 4
(i) Compliance with Registration Requirements.............................................. 4
(ii) Independent Accountants................................................................ 5
(iii) Financial Statements................................................................... 5
(iv) No Material Adverse Change in Business................................................. 6
(v) Good Standing of the Company........................................................... 6
(vi) Good Standing and Ownership of Subsidiaries............................................ 6
(vii) Capitalization......................................................................... 6
(viii) Authorization of Agreement............................................................. 7
(ix) Authorization and Description of Securities............................................ 7
(x) Absence of Defaults and Conflicts...................................................... 7
(xi) Absence of Labor Dispute............................................................... 8
(xii) Absence of Proceedings................................................................. 8
(xiii) Accuracy of Exhibits................................................................... 8
(xiv) Possession of Intellectual Property.................................................... 9
(xv) Absence of Further Requirements........................................................ 9
(xvi) Possession of Licenses and Permits..................................................... 9
(xvii) Title to Property...................................................................... 9
(xviii) Compliance with Cuba Act............................................................... 10
(xix) Investment Company Act................................................................. 10
(xx) Environmental Laws..................................................................... 10
(xxi) Registration Rights.................................................................... 10
(xxii) Dividends and Distributions............................................................ 11
(xxiii) Taxes.................................................................................. 11
(xxiv) Insurance.............................................................................. 11
(xxv) ERISA.................................................................................. 11
(xxvi) Year 2000 Compliance................................................................... 11
(a1) Representations and Warranties by the Company with respect to OmniSky........................... 12
(i) Good Standing and Ownership of OmniSky................................................. 12
(ii) No Material Adverse Change in Business................................................. 12
(iii) Certain Representations and Warranties as to the
OmniSky Series B Preferred Stock Purchase Agreement................................. 12
(b) Representations and Warranties by the Selling Shareholders...................................... 13
(i) Accurate Disclosure.................................................................... 13
(ii) Authorization of Agreements............................................................ 13
(iii) Good and Marketable Title.............................................................. 13
(iv) Due Execution of Power of Attorney and Custody Agreement............................... 14
(v) Absence of Manipulation................................................................ 14
(vi) Absence of Further Requirements........................................................ 14
(vii) Restriction on Sale of Securities...................................................... 14

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(viii) Certificates Suitable for Transfer..................................................... 15
(ix) No Association with NASD............................................................... 15
(c) Officer's and Selling Shareholders' Certificates................................................ 15
SECTION 2. Sale and Delivery to U.S. Underwriters; Closing........................................ 15
(a) Initial U.S. Securities......................................................................... 15
(b) U.S. Option Securities.......................................................................... 16
(c) Payment......................................................................................... 16
(d) Denominations; Registration..................................................................... 17
SECTION 3. Covenants of the Company............................................................... 17
(a) Compliance with Securities Regulations and Commission Requests.................................. 17
(b) Filing of Amendments............................................................................ 17
(c) Delivery of Registration Statements............................................................. 18
(d) Delivery of Prospectuses........................................................................ 18
(e) Continued Compliance with Securities Laws....................................................... 18
(f) Blue Sky Qualifications......................................................................... 19
(g) Rule 158........................................................................................ 19
(h) Use of Proceeds................................................................................. 19
(i) Listing......................................................................................... 19
(j) Restriction on Sale of Securities............................................................... 19
(k) Reporting Requirements.......................................................................... 20
(l) Compliance with Rule 463........................................................................ 20
SECTION 4. Payment of Expenses.................................................................... 20
(a) Expenses........................................................................................ 20
(b) Expenses of the Selling Shareholders............................................................ 20
(c) Termination of Agreement........................................................................ 20
(d) Allocation of Expenses.......................................................................... 21
SECTION 5. Conditions of U.S. Underwriters' Obligations........................................... 21
(a) Effectiveness of Registration Statement......................................................... 21
(b) Opinion of Counsel for Company.................................................................. 21
(c) Opinion of Counsel for the Selling Shareholders................................................. 21
(d) Opinion of Counsel for U.S. Underwriters........................................................ 21
(e) Officers' Certificate........................................................................... 22
(f) Certificate of Selling Shareholders............................................................. 22
(g) Accountants' Comfort Letters.................................................................... 22
(h) Bring-down Comfort Letters...................................................................... 22
(i) Approval of Listing............................................................................. 23
(j) No Objection.................................................................................... 23
(k) Lock-up Agreements.............................................................................. 23
(l) Purchase of Initial International Securities.................................................... 23
(m) Conditions to Purchase of U.S. Option Securities................................................ 23
(i) Officers' Certificate.................................................................. 23
(ii) Certificate of Selling Shareholders.................................................... 23
(iii) Opinion of Counsel for Company......................................................... 23
(iv) Opinion of Counsel for the Selling Shareholders........................................ 23
(v) Opinion of Counsel for U.S. Underwriters............................................... 24

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(vi) Bring-down Comfort Letters............................................................. 24
(n) Additional Documents............................................................................ 24
(o) Termination of Agreement........................................................................ 24
SECTION 6. Indemnification........................................................................ 24
(a) Indemnification of U.S. Underwriters............................................................ 24
(b) Indemnification of Company, Directors, Officers and Selling Shareholders........................ 25
(c) Actions against Parties; Notification........................................................... 25
(d) Settlement without Consent if Failure to Reimburse.............................................. 26
(e) Other Agreements with Respect to Indemnification................................................ 26
SECTION 7. Contribution........................................................................... 26
SECTION 8. Representations, Warranties and Agreements to Survive Delivery......................... 28
SECTION 9. Termination of Agreement............................................................... 28
(a) Termination; General............................................................................ 28
(b) Liabilities..................................................................................... 28
SECTION 10. Default by One or More of the U.S. Underwriters........................................ 28
SECTION 11. Default by one or more of the Selling Shareholders or the Company...................... 29
SECTION 12. Notices................................................................................ 31
SECTION 13. Parties................................................................................ 31
SECTION 14. GOVERNING LAW AND TIME................................................................. 31
SECTION 15. Effect of Headings..................................................................... 31

SCHEDULES
Schedule A - List of Selling Shareholders.............................................. Sch A-1
Schedule B - List of Underwriters...................................................... Sch B-1
Schedule C - 90-Day Lock-up List....................................................... Sch C-1
Schedule D - 10/21/00 Lock-up List..................................................... Sch D-1
Schedule E - NASD Affiliations......................................................... Sch E-1
Schedule F - Pricing Information....................................................... Sch F-1

EXHIBITS
Exhibit A - Form of Opinion of Company's Counsel....................................... A-1
Exhibit B - Form of Opinion of Selling Shareholders' Counsel........................... B-1
Exhibit C - Form of 90-Day Lock-up Letter.............................................. C-1
Exhibit D - Form of 10/21/00 Lock-up Letter............................................ D-1

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AETHER SYSTEMS, INC.
(a Delaware corporation)

2,550,000 Shares of Common Stock
(Par Value $.01 Per Share)

U.S. PURCHASE AGREEMENT

March ___, 2000

XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
FleetBoston Xxxxxxxxx Xxxxxxxx Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
U.S. Bancorp Xxxxx Xxxxxxx Inc.
Bear, Xxxxxxx & Co. Inc.
Friedman, Billings, Xxxxxx & Co., Inc.
as Representatives of the several U.S. Underwriters
x/x Xxxxxxx Xxxxx & Xx.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Ladies and Gentlemen:

Aether Systems, Inc., a Delaware corporation (the "Company"), and the
additional persons or entities listed in Schedule A hereto (the "Selling
Shareholders") confirm their respective agreements with Xxxxxxx Xxxxx & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and each of
the other U.S. Underwriters named in Schedule B hereto (collectively, the "U.S.
Underwriters", which term shall also include any underwriter substituted as
hereinafter provided in Section 10 hereof), for whom Xxxxxxx Xxxxx, FleetBoston
Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation,
U.S. Bancorp Xxxxx Xxxxxxx Inc., Bear, Xxxxxxx & Co. Inc. and Friedman,
Billings, Xxxxxx & Co., Inc. are acting as representatives (in such capacity,
the "U.S. Representatives"), with respect to the issue and sale by the Company
and the Selling Shareholders, acting severally and not jointly, and the purchase
by the U.S. Underwriters, acting severally and not jointly, of the respective
numbers of shares of Common Stock, par value $.01 per share, of the Company
("Common Stock") set forth in Schedule A and Schedule B hereto, and with respect
to the grant by the Company and the Selling Shareholders to the U.S.
Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 382,500 additional shares of
Common Stock to cover over-allotments, if any. The aforesaid 2,550,000 shares of
Common

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Stock (the "Initial U.S. Securities") to be purchased by the U.S. Underwriters
and all or any part of the 382,500 shares of Common Stock subject to the option
described in Section 2(b) hereof (the "U.S. Option Securities") are hereinafter
called, collectively, the "U.S. Securities".

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

It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "International Purchase Agreement")
providing for (i) the offering by the Company and the Selling Shareholders,
acting severally and not jointly, of an aggregate of 450,000 shares of Common
Stock (the "Initial International Securities") through arrangements with certain
underwriters outside the United States and Canada (the "International Managers")
for which Xxxxxxx Xxxxx International is acting as lead manager (the "Lead
Manager"), and (ii) the grant by the Company and the Selling Shareholders to the
International Managers, acting severally and not jointly, of an option to
purchase all or any part of the International Managers' pro rata portion of up
to 67,500 additional shares of Common Stock solely to cover over-allotments, if
any (the "International Option Securities" and, together with the U.S. Option
Securities, the "Option Securities"). The Initial International Securities and
the International Option Securities are hereinafter called the "International
Securities". It is understood that the Company and the Selling Shareholders are
not obligated to sell, and the U.S. Underwriters are not obligated to purchase,
any Initial U.S. Securities unless all of the Initial International Securities
are contemporaneously purchased by the International Managers.

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

The Underwriters will concurrently enter into an Intersyndicate
Agreement of even date herewith (the "Intersyndicate Agreement") providing for
the coordination of certain transactions among the Underwriters under the
direction of Xxxxxxx Xxxxx (in such capacity, the "Global Coordinator").

It is further understood that concurrently with the offering and sale
of the Securities the Company intends to offer and sell in a registered public
offering a maximum of $230 million aggregate principal amount of convertible
subordinated notes due 2005 (the "Convertible Notes"). The Company is
concurrently entering into a purchase agreement dated the date hereof (the
"Convertible Note Purchase Agreement") relating to the offering of Convertible
Notes (the "Concurrent Notes Offering") through arrangements with certain
underwriters. Neither the offer and sale of the Securities contemplated hereby
nor the offer and sale of Convertible Notes contemplated by the Convertible Note
Purchase Agreement is conditioned upon consummation of the other.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-30852) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including the

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related preliminary prospectus or prospectuses. Promptly after execution and
delivery of this Agreement, the Company will either (i) prepare and file a
prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the
rules and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act
Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule
434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term
Sheet") in accordance with the provisions of Rule 434 and Rule 424(b).

Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to the U.S. Securities (the "Form of
U.S. Prospectus") and one relating to the International Securities (the "Form of
International Prospectus"). The Form of International Prospectus is identical to
the Form of U.S. Prospectus, except for the front cover and back cover pages and
the information under the caption "Underwriting." The information included in
any such prospectus or in any such Term Sheet, as the case may be, that was
omitted from such registration statement at the time it became effective but
that is deemed to be part of such registration statement at the time it became
effective (i) pursuant to paragraph (b) of Rule 430A is referred to as "Rule
430A Information" or (ii) pursuant to paragraph (d) of Rule 434 is referred to
as "Rule 434 Information." Each Form of U.S. Prospectus and Form of
International Prospectus used before such registration statement became
effective, and any prospectus that omitted, as applicable, the Rule 430A
Information or the Rule 434 Information, that was used after such effectiveness
and prior to the execution and delivery of this Agreement, is herein called a
"preliminary prospectus." Such registration statement, including the exhibits
thereto and schedules thereto at the time it became effective and including the
Rule 430A Information and the Rule 434 Information, as applicable, but excluding
the prospectus relating to the Concurrent Notes Offering, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. The final Form of U.S.
Prospectus and the final Form of International Prospectus in the forms first
furnished to the Underwriters for use in connection with the offering of the
Securities are herein called the "U.S. Prospectus" and the "International
Prospectus," respectively, and collectively, the "Prospectuses." If Rule 434 is
relied on, the terms "U.S. Prospectus" and "International Prospectus" shall
refer to the preliminary U.S. Prospectus dated March 1, 2000 and preliminary
International Prospectus dated March 1, 2000, respectively, each together with
the applicable Term Sheet and all references in this Agreement to the date of
such Prospectuses shall mean the date of the applicable Term Sheet. For purposes
of this Agreement, all references to the Registration Statement, any preliminary
prospectus, the U.S. Prospectus, the International Prospectus or any Term Sheet
or any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("XXXXX").

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company and
Xxxxx X. Xxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxx X.
Xxxxx (collectively, the "Key Shareholders") represent and warrant to each U.S.
Underwriter as of the date hereof, as

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of the Closing Time referred to in Section 2(c) hereof and as of each Date of
Delivery (if any) referred to in Section 2(b) hereof, and agree with each U.S.
Underwriter, as follows:

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

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

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

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

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(iii) Financial Statements.

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

(B) The financial statements of Mobeo, Inc. ("Mobeo")
and Riverbed Technologies, Inc. ("Riverbed") included in the
Registration Statement and the Prospectuses, together with the related
schedules and notes, present fairly the respective financial condition
of Mobeo and Riverbed at the dates indicated and the respective results
of operations, changes in stockholders' equity and cash flows of Mobeo
and Riverbed for the periods specified; said financial statements have
been prepared in conformity with GAAP applied on a consistent basis
throughout the periods involved. The selected financial data and the
summary financial information of Mobeo and Riverbed included in the
Prospectuses present fairly the information shown therein and have been
compiled on a basis consistent with that of the audited financial
statements of Mobeo and Riverbed included in the Registration
Statement.

(C) The pro forma financial statements and the
related notes thereto included in the Registration Statement and the
Prospectuses 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.

(D) The Company and each of the Subsidiaries maintain
a system of internal accounting controls sufficient to provide
reasonable assurance that (w) transactions are executed in accordance
with management's general or specific authorization; (x) transactions
are recorded as necessary to permit preparation of financial statements
in conformity with GAAP, as applicable, and to maintain asset
accountability; (y) access to assets is permitted only in accordance
with management's general or specific authorization; and (z) the
recorded accountability for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to
any differences.

(iv) No Material Adverse Change in Business. Since the
respective dates as of which information is given in the Registration
Statement and the Prospectuses, except as

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otherwise stated therein, (A) there has been no material adverse change
in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and the Subsidiaries
considered as one enterprise, whether or not arising in the ordinary
course of business (a "Material Adverse Effect"), (B) there have been
no transactions entered into by the Company or any of the Subsidiaries,
other than those in the ordinary course of business, which are material
with respect to the Company and the Subsidiaries considered as one
enterprise, and (C) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its equity
interests or capital stock, as applicable.

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

(vi) Good Standing and Ownership of Subsidiaries. Each
subsidiary of the Company (each a "Subsidiary" and, collectively, the
"Subsidiaries") has been duly organized and is validly existing as a
corporation or limited liability company in good standing under the
laws of the jurisdiction of its incorporation or formation, has
corporate or limited liability company power and authority to own,
lease and operate its properties and to conduct its business as
described in the Prospectuses and is duly qualified as a foreign
corporation or limited liability company to transact business and is in
good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to qualify or to
be in good standing would not result in a Material Adverse Effect;
except as otherwise disclosed in the Registration Statement, all of the
issued and outstanding capital stock or other equity interests of each
such Subsidiary has been duly authorized and validly issued, is fully
paid and non-assessable and is owned by the Company, directly or
through Subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity; none of the
outstanding shares of capital stock or other equity interests of any
Subsidiary was issued in violation of the preemptive or similar rights
of any securityholder of such Subsidiary. The only Subsidiaries are the
Subsidiaries listed on Exhibit 21 to the Registration Statement.

(vii) Capitalization.

(a) The authorized, issued and outstanding capital
stock of the Company is set forth in the Prospectuses in the column
entitled "Acquisitions" under the caption "Capitalization" (except for
subsequent issuances, if any, pursuant to this Agreement, the
International Purchase Agreement and the Convertible Note Purchase
Agreement, pursuant to reservations, agreements or employee benefit
plans referred to in the Prospectuses or pursuant to the exercise of
convertible securities or options referred to

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in the Prospectuses). The shares of issued and outstanding capital
stock of the Company, including the Securities to be purchased by the
Underwriters from the Selling Shareholders, have been duly authorized
and validly issued and are fully paid and non-assessable; none of the
outstanding shares of capital stock of the Company, including the
Securities to be purchased by the Underwriters from the Selling
Shareholders, was issued in violation of the preemptive or other
similar rights of any securityholder of the Company.

(b) The shares of Common Stock and options
exercisable for Common Stock issued pursuant to the Agreement and Plan
of Merger, dated February 9, 2000, by and among the Company, RT
Acquisition, Inc. and Riverbed, were issued pursuant to valid
exemptions from the registration requirements of the 1933 Act and the
1933 Act Regulations, and were otherwise issued in compliance with all
applicable securities laws.

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

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

(x) Absence of Defaults and Conflicts. Neither the Company nor
any of the Subsidiaries is in violation of its charter or by-laws or
similar documents or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or other agreement or instrument to which the Company or any of
the Subsidiaries is a party or by which it or any of them may be bound,
or to which any of the property or assets of the Company or any
Subsidiary is subject (collectively, "Agreements and Instruments")
except for such defaults that would not result in a Material Adverse
Effect; and the execution, delivery and performance of this Agreement
and the International Purchase Agreement and the consummation of the
transactions contemplated in this Agreement and the International
Purchase Agreement and in the Registration Statement (including the
issuance and sale of the Securities and the use of the proceeds from
the sale of the Securities as described in the Prospectuses under the
caption "Use of Proceeds") and compliance by the Company with its
obligations under this Agreement and the International Purchase
Agreement have been duly authorized by all necessary corporate action
and do not and will not, whether with or without the giving

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of notice or passage of time or both, conflict with or constitute a
breach of, or default or Repayment Event (as defined below) under, or
result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any Subsidiary pursuant
to, the Agreements and Instruments (except for such conflicts, breaches
or defaults or liens, charges or encumbrances that would not result in
a Material Adverse Effect), nor will such action result in any
violation of the provisions of the charter or by-laws or similar
documents of the Company or any Subsidiary or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any Subsidiary or any of their
assets, properties or operations. As used herein, a "Repayment Event"
means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on
such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or
any Subsidiary.

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

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

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

(xiv) Possession of Intellectual Property. Except to the
extent described in the Registration Statement, the Company and the
Subsidiaries own or possess, or can acquire on reasonable terms,
adequate patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or
procedures), trademarks, service marks, trade names or other
intellectual property (collectively, "Intellectual Property") necessary
to

carry on the business now operated by them, and neither the Company nor
any of the Subsidiaries has received any notice or is otherwise aware
of any infringement of or conflict with asserted rights of others with
respect to any Intellectual Property or of any facts or circumstances
which would render any Intellectual Property invalid or inadequate to
protect the interest of the Company or any of the Subsidiaries therein,
and which infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, singly or in
the aggregate, would result in a Material Adverse Effect.

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

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

(xvii) Title to Property. The Company and the Subsidiaries
have good and marketable title to all real property owned by the
Company and the Subsidiaries and good title to all other properties
owned by them, in each case, free and clear of all mortgages, pledges,
liens, security interests, claims, restrictions or encumbrances of any
kind except such as (a) are described in the Prospectuses or (b) do
not, singly or in the aggregate, materially affect the value of such
property and do not interfere with the use made and proposed to be made
of such property by the Company or any of the Subsidiaries; and all of
the leases and subleases material to the business of the Company and
the Subsidiaries, considered as one enterprise, and under which the
Company or any of the Subsidiaries holds properties described in the
Prospectuses, are in full force and effect, and neither the Company nor
any Subsidiary has any notice of any material claim of any sort that
has been asserted by anyone adverse to the rights of

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the Company or any Subsidiary under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company
or such Subsidiary to the continued possession of the leased or
subleased premises under any such lease or sublease.

(xviii) Compliance with Cuba Act. The Company has complied
with, and is and will be in compliance with, the provisions of that
certain Florida act relating to disclosure of doing business with Cuba,
codified as Section 517.075 of the Florida statutes, and the rules and
regulations thereunder (collectively, the "Cuba Act") or is exempt
therefrom.

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

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

(xxi) Registration Rights. Except as described in the
Registration Statement under the heading "Transactions Between Aether
and its Officers, Directors or Significant Stockholders" or
"Description of Capital Stock," there are no persons with registration
rights or other similar rights to have any securities registered
pursuant to the Registration Statement or otherwise registered by the
Company under the 1933 Act.

(xxii) Dividends and Distributions. No Subsidiary is currently
prohibited, directly or indirectly, from paying any dividends to the
Company, making any other distribution on such Subsidiary's capital
stock, repaying to the Company any loans or

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advances to such Subsidiary from the Company, or transferring any of
such Subsidiary's property or assets to the Company or any other
Subsidiary.

(xxiii) Taxes. The Company and each of the Subsidiaries have
filed all foreign, federal, state and local tax returns that are
required to be filed or has requested extensions thereof (except in any
case in which the failure so to file would not result in a Material
Adverse Effect) and have paid all taxes required to be paid by them and
any other assessment, fine or penalty levied against them, to the
extent that any of the foregoing is due and payable, except for any
such assessment, fine or penalty that is currently being contested in
good faith.

(xxiv) Insurance. The Company and each of the Subsidiaries are
insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in
the businesses in which they are engaged; neither the Company nor any
such Subsidiary has been refused any insurance coverage sought or
applied for; and neither the Company nor any such Subsidiary has any
reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect.

(xxv) ERISA. The Company and each of the Subsidiaries are each
in compliance in all material respects with all presently applicable
provisions of ERISA; no "reportable event" (as defined in ERISA) has
occurred with respect to any "pension plan" (as defined in ERISA) for
which the Company or any Subsidiary would have any liability; neither
the Company nor any Subsidiary has incurred and nor expects to incur
liability under (A) Title IV of ERISA with respect to termination of,
or withdrawal from, any "pension plan" or (B) Sections 412 or 4971 of
the United States Internal Revenue Code (the "Code"); and each "pension
plan" for which the Company or any Subsidiary would have any liability
that is intended to be qualified under Section 401(a) of the Code is so
qualified in all material respects and nothing has occurred, whether by
action or by failure to act, which would cause the loss of such
qualification.

(xxvi) Year 2000 Compliance. The Company has reviewed its
operations and those of the Subsidiaries to evaluate the extent to
which the business or operations of the Company or any of the
Subsidiaries have been affected by any Year 2000 Problem (as defined
below); (i) as a result of such review, the Company does not believe
that (A) there have been any issues related to the Company's or any
Subsidiary's failure to address any Year 2000 Problem that are of a
character required to be described or referred to in the Prospectuses
which have not been accurately described in the Prospectuses, and (B)
except to the extent disclosed in the Prospectuses, the Year 2000
Problem has had a Material Adverse Effect; and (ii) the Company has
inquired whether the suppliers, vendors, customers or other material
third parties used or served by the Company and the Subsidiaries have
addressed any Year 2000 Problem in a timely manner, except to the
extent that a failure to address any Year 2000 Problem by any supplier,
vendor, customer or material third party would not have a Material
Adverse Effect. "Year 2000 Problem" means any actual occurrence where,
or significant risk that, the Company's computer hardware or software
applications and those of the Subsidiaries (or of any suppliers,

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vendors or other material third parties) have not functioned or will
not function, in each case for dates or time periods occurring after
December 31, 1999, at least as effectively as in the case of dates or
time periods occurring prior to January 1, 2000.

(a1) Representations and Warranties by the Company with respect to
OmniSky. The Company and the Key Shareholders represent and warrant to each U.S.
Underwriter as of the date hereof (except as to the representation and warranty
set forth in the first sentence of Section (a1)(iii), which representation and
warranty is made as of January 18, 2000), and the Company and the Key
Shareholders represent and warrant as of the Closing Time referred to in Section
2(c) hereof and as of each Date of Delivery (if any) referred to in Section 2(b)
hereof (except as to the representation and warranty set forth in the first
sentence of Section (a1)(iii), which representation and warranty is made as of
January 18, 2000), as follows:

(i) Good Standing and Ownership of OmniSky. Airweb Corporation
d/b/a OmniSky ("OmniSky") has been duly organized and is validly
existing as a corporation in good standing under the laws of Delaware.
Except as otherwise disclosed in the Registration Statement, Aether
OpenSky Investments LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Company ("OpenSky Investments"), owns
10,000,000 shares of Series A Preferred Stock of OmniSky and 1,439,809
shares of Series B Preferred Stock of OmniSky, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity
other than rights of first refusal and co-sale set forth in the related
purchase agreements. To the knowledge of the Company, such 10,000,000
shares of Series A Preferred Stock and 1,439,809 shares of Series B
Preferred Stock constitute 33% of the equity interests of OmniSky on a
fully diluted basis.

(ii) No Material Adverse Change in Business. To the knowledge
of the Company, since the respective dates as of which information is
given in the Registration Statement and the Prospectuses, except as
otherwise stated therein, there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of OmniSky, whether or not arising in the
ordinary course of business.

(iii) Certain Representations and Warranties as to the OmniSky
Series B Preferred Stock Purchase Agreement. Except as set forth in the
schedule of exceptions attached thereto, all of the representations and
warranties (the "January OmniSky Representations") set forth in the
Series B Preferred Stock Purchase Agreement, dated as of January 18,
2000, between OmniSky and OmniSky Investments, were true and correct
with respect to OmniSky as of January 18, 2000. To the knowledge of the
Company, all of the January OmniSky Representations are true and
correct with respect to OmniSky.

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

(i) Accurate Disclosure. To the best knowledge of such Selling
Shareholder, the representations and warranties of the Company
contained in Section 1(a) and 1(a1)

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

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

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

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(iv) Due Execution of Power of Attorney and Custody Agreement.
Such Selling Shareholder has duly executed and delivered, in the form
heretofore furnished to Xxxxxxx Xxxxx, the Power of Attorney and
Custody Agreement with Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxx as
attorneys-in-fact (the "Attorneys-in-Fact") and as custodian (the
"Custodian"); the Custodian is authorized to deliver the Securities to
be sold by such Selling Shareholder hereunder and under the
International Purchase Agreement and to accept payment therefor; and
each of the Attorneys-in-Fact is authorized to execute and deliver this
Agreement and the International Purchase Agreement and the certificate
referred to in Section 5(f) hereof or thereof or that may be required
pursuant to Section 5(m)(ii) hereof or thereof on behalf of such
Selling Shareholder, to sell, assign and transfer to the Underwriters
the Securities to be sold by such Selling Shareholder hereunder and
under the International Purchase Agreement, to determine the purchase
price to be paid by the Underwriters to such Selling Shareholder, as
provided in Section 2(a) hereof and Section 2(a) of the International
Purchase Agreement, to authorize the delivery of the Securities to be
sold by such Selling Shareholder hereunder and under the International
Purchase Agreement, to accept payment therefor, and otherwise to act on
behalf of such Selling Shareholder in connection with this Agreement
and the International Purchase Agreement.

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

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

(vii) Restriction on Sale of Securities. With respect to each
Selling Shareholder listed on Schedule C hereto, during a period of 90
days from the date of the Prospectuses, and with respect to each
Selling Shareholder listed on Schedule D hereto, during the period
beginning on the date hereof and ending at 11:59 p.m. (Eastern Standard
Time) on October 21, 2000, such Selling Shareholder will not, without
the prior written consent of Xxxxxxx Xxxxx, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of, directly or indirectly,
any share of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or file any registration
statement under the 1933 Act with respect to any of the foregoing or
(ii) enter into any swap or any other agreement or any transaction that

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transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Common Stock, whether any such swap or
transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to the Securities to
be sold hereunder or under the International Purchase Agreement.

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

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

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

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

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

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(b) U.S. Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company and the Selling Shareholders, acting
severally and not jointly, hereby grant an option to the U.S. Underwriters,
severally and not jointly, to purchase up to an additional 382,500 shares of
Common Stock at the price per share set forth in Schedule F, less an amount per
share equal to any dividends or distributions declared by the Company and
payable on the Initial U.S. Securities but not payable on the U.S. Option
Securities. The option hereby granted will expire 30 days after the date hereof
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments which may be made in connection with the offering
and distribution of the Initial U.S. Securities upon notice by the Global
Coordinator to the Company and the Selling Shareholders setting forth the number
of U.S. Option Securities as to which the several U.S. Underwriters are then
exercising the option and the time and date of payment and delivery for such
U.S. Option Securities. Any such time and date of delivery for the U.S. Option
Securities (a "Date of Delivery") shall be determined by the Global Coordinator,
but shall not be later than seven full business days after the exercise of said
option, nor in any event prior to the Closing Time, as hereinafter defined. If
the option is exercised as to all or any portion of the U.S. Option Securities,
(i) the Company and each Selling Shareholder, acting severally and not jointly,
will sell to the U.S. Underwriters that proportion of the total number of U.S.
Option Securities then being purchased by the U.S. Underwriters which the number
of U.S. Option Securities set forth in Schedule B opposite the name of the
Company or such Selling Shareholder bears to the total number of U.S. Option
Securities, and (ii) each of the U.S. Underwriters, acting severally and not
jointly, will purchase that proportion of the total number of U.S. Option
Securities then being purchased which the number of Initial U.S. Securities set
forth in Schedule A opposite the name of such U.S Underwriter bears to the total
number of Initial U.S. Securities, subject in each case to such adjustments as
the Global Coordinator in its discretion shall make to eliminate any sales or
purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Xxxxx &
Xxxxxxx L.L.P., 000 00xx Xxxxxx, X.X., Xxxxxxxxxx, XX 00000, or at such other
place as shall be agreed upon by the Global Coordinator and the Company, at 9:00
A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M.
(Eastern time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section 10), or such other time
not later than ten business days after such date as shall be agreed upon by the
Global Coordinator and the Company (such time and date of payment and delivery
being herein called "Closing Time").

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

Payment shall be made to the Company and the Selling Shareholders by
wire transfer of immediately available funds to bank accounts designated by the
Company and the Custodian pursuant to each Selling Shareholder's Power of
Attorney and Custody Agreement, as the case may be, against delivery to the U.S.
Representatives for the respective accounts of the U.S. Underwriters of
certificates for the U.S. Securities to be purchased by them. It is understood
that

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each U.S. Underwriter has authorized the U.S. Representatives, for its account,
to accept delivery of, receipt for, and make payment of the purchase price for,
the Initial U.S. Securities and the U.S. Option Securities, if any, which it has
agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the
U.S. Underwriters, may (but shall not be obligated to) make payment of the
purchase price for the Initial U.S. Securities or the U.S. Option Securities, if
any, to be purchased by any U.S. Underwriter whose funds have not been received
by the Closing Time or the relevant Date of Delivery, as the case may be, but
such payment shall not relieve such U.S. Underwriter from its obligations
hereunder.

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

SECTION 3. Covenants of the Company.

The Company covenants with each U.S. Underwriter as follows:

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

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

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file or use any such document to which the Global Coordinator or counsel for the
U.S. Underwriters shall object.

(c) Delivery of Registration Statements. The Company has furnished or
will deliver to the U.S. Representatives and counsel for the U.S. Underwriters,
without charge, signed copies of the Registration Statement as originally filed
and of each amendment thereto (including exhibits filed therewith or
incorporated by reference therein) and signed copies of all consents and
certificates of experts, and will also deliver to the U.S. Representatives,
without charge, a conformed copy of the Registration Statement as originally
filed and of each amendment thereto (without exhibits) for each of the U.S.
Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the U.S. Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
XXXXX, except to the extent permitted by Regulation S-T.(d) Delivery of
Prospectuses. The Company has delivered to each U.S. Underwriter, without
charge, as many copies of each preliminary prospectus as such U.S. Underwriter
reasonably requested, and the Company hereby consents to the use of such copies
for purposes permitted by the 1933 Act. The Company will furnish to each U.S.
Underwriter, without charge, during the period when the U.S. Prospectus is
required to be delivered under the 1933 Act or the Securities Exchange Act of
1934 (the "1934 Act"), such number of copies of the U.S. Prospectus (as amended
or supplemented) as such U.S. Underwriter may reasonably request. The U.S.
Prospectus and any amendments or supplements thereto furnished to the U.S.
Underwriters will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to XXXXX, except to the extent permitted by
Regulation S-T.

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

(f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the U.S. Underwriters, to qualify the Securities for offering
and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate and
to maintain such qualifications in effect for a period of not less than one year
from the later of the effective date of the Registration Statement and any Rule

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462(b) Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Company will
file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect for a period of not less
than one year from the effective date of the Registration Statement and any Rule
462(b) Registration Statement.

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

(h) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Securities in the manner specified in the (i) Listing.
The Company will use its best efforts to effect and maintain the listing of the
Securities on the Nasdaq National Market and will file with the Nasdaq National
Market all documents and notices required by the Nasdaq National Market of
companies that have securities that are traded in the over-the-counter market
and quotations for which are reported by the Nasdaq National Market.

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

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

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(l) Compliance with Rule 463. The Company will comply with Rule
463 of the 1933 Act Regulations.

SECTION 4. Payment of Expenses.

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

(b) Expenses of the Selling Shareholders. Each Selling Shareholder will
pay all of the expenses incident to the performance of such Selling
Shareholder's obligations under, and the consummation of the transactions
contemplated by, this Agreement, including (i) any stamp duties, capital duties
and stock transfer taxes, if any, payable upon the sale of the Securities to the
Underwriters, and their transfer between the Underwriters pursuant to an
agreement between such Underwriters, and (ii) the fees and disbursements of such
Selling Shareholder's respective counsel and accountants.

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

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

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

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

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

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

(d) Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Xxxxx & Xxxxxxx L.L.P., counsel for the U.S. Underwriters, together
with signed or reproduced copies of such letter for each of the other U.S.
Underwriters with respect to the matters set forth in clauses (i), (ii), (v),
(vi) (solely as to preemptive or other similar rights arising by operation of
law or under the charter or by-laws of the Company), (viii) through (x),
inclusive, (xii), (xiv) (solely as to the information in the Prospectus under
"Description of Capital Stock -- Common Stock") and the penultimate paragraph of
Exhibit A hereto. In giving such opinion such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State of
New York and the federal law of the United States and the General Corporation
Law of the State of Delaware, upon the opinions of counsel satisfactory to the
U.S. Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the

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extent they deem proper, upon certificates of officers of the Company and the
Subsidiaries and certificates of public officials.

(e) Officers' Certificate. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectuses, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and the Subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and the U.S.
Representatives shall have received a certificate of the President or a Vice
President of the Company, of the chief financial or chief accounting officer of
the Company and of each Key Shareholder, dated as of Closing Time, to the effect
that (i) there has been no such material adverse change, (ii) the
representations and warranties in Section 1(a) and Section 1(a1) (except to the
extent such representations and warranties are made as of January 18, 2000)
hereof are true and correct with the same force and effect as though expressly
made at and as of Closing Time, (iii) the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to Closing Time, and (iv) no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or are contemplated by the
Commission.

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

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

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

(i) Approval of Listing. At Closing Time, the Securities shall have
been approved for listing on the Nasdaq National Market, subject only to
official notice of issuance.

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(j) No Objection. 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.

(k) Lock-up Agreements. At the date of this Agreement, the U.S.
Representatives shall have received (i) an agreement substantially in the form
of Exhibit C hereto signed by each of the Selling Shareholders listed on
Schedule C hereto and (ii) an agreement substantially in the form of Exhibit D
hereto signed by each of the Selling Shareholders listed on Schedule D hereto.

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

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

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

(ii) Certificate of Selling Shareholders. A certificate, dated
such Date of Delivery, of one of the Attorneys-in-Fact on behalf of
each Selling Shareholder selling U.S. Option Securities confirming that
the certificate delivered at Closing Time pursuant to Section 5(f)
remains true and correct as of such Date of Delivery.

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

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

(v) Opinion of Counsel for U.S. Underwriters. The favorable
opinion of Xxxxx & Xxxxxxx L.L.P., counsel for the U.S. Underwriters,
dated such Date of Delivery,

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relating to the U.S. Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion required by
Section 5(d) hereof.

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

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

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

SECTION 6. Indemnification.

(a) Indemnification of U.S. Underwriters. The Company and each Key
Shareholder jointly and severally agree, and each of the Selling Shareholders
other than the Key Shareholders severally and not jointly agree, to indemnify
and hold harmless each U.S. Underwriter and each person, if any, who controls
any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act as follows:

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

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

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

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
U.S. Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
U.S. Prospectus (or any amendment or supplement thereto).

Notwithstanding the foregoing, (x) each Selling Shareholder other than the Key
Shareholders shall only have liability pursuant to this Section 6(a) in respect
of information furnished by or on behalf of such Selling Shareholder expressly
for use in any preliminary prospectus or the Prospectuses (or any amendment or
supplement thereto) and (y) the liability of each Selling Shareholder pursuant
to this Section 6(a) shall be limited to an amount equal to the product of (I)
the number of shares of Common Stock to be sold by such Selling Shareholder and
(II) the public offering price of the shares of Common Stock set forth in the
Prospectuses less the underwriting discount applicable to such shares.

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

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

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

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

SECTION 7. Contribution.

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

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benefits referred to in clause (i) above but also the relative fault of the
Company and the Selling Shareholders on the one hand and of the U.S.
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

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

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

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

Notwithstanding the provisions of this Section 7, no U.S. Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the U.S. Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such U.S. Underwriter has otherwise been required to pay by reason of any such
untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

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32

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

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

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery.

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

SECTION 9. Termination of Agreement.

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

(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in

28
33

Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive
such termination and remain in full force and effect.

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

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

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

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

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

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

(a) If a Selling Shareholder shall fail at Closing Time or at a Date of
Delivery to sell and deliver the number of U.S. Securities which such Selling
Shareholder or Selling Shareholders are obligated to sell hereunder (the number
of U.S. Securities with respect to which such Selling Shareholder and any other
Selling Shareholders are in default are referred to herein as the "Shareholder
Defaulted Securities"), (i) first, the remaining Selling Shareholders shall have
the right to increase, pro rata or otherwise, the number of U.S. Securities to
be sold by them hereunder to the total number to be sold by all Selling
Shareholders as set forth in Schedule A hereto, and (ii) second, if such
remaining Selling Shareholders do not so increase the number of U.S. Securities
to be sold by them hereunder to the total number to be sold by all Selling
Shareholders as set forth on Schedule A hereto, then the Company shall have the
right to increase the number of U.S. Securities to be sold by it hereunder by up
to a maximum of 20,000 shares of Common Stock (such U.S. Securities sold by the
remaining Selling Shareholders and the Company being referred to herein as the
"Cure Securities"). If the remaining Selling Shareholders and the Company do not
exercise the foregoing rights to increase the number of U.S. Securities to be
sold by them hereunder, or do exercise the foregoing rights to increase the
number of

U.S. Securities to be sold by them hereunder but the difference between the
number of Shareholder Defaulted Securities and Cure Securities is greater than
20,000 shares of Common Stock, then the U.S. Underwriters may, at the option of
the U.S. Representatives, by notice from the U.S. Representatives to the Company
and the non-defaulting Selling Shareholders, either (i) terminate this Agreement
without any liability on the fault of any non-defaulting party except that the
provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or
(ii) elect to purchase the U.S. Securities which the non-defaulting Selling
Shareholders and the Company have agreed to sell hereunder. No action taken
pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting
from liability, if any, in respect of such default.

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

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

SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the U.S. Representatives at North Tower, World
Financial Center, New York, New York 10281-1201, attention of Xxxx Xxxxxxxx;
notices to the Company shall be directed to it at 00000 Xxxxxxxxx Xxxxx, Xxxxxx
Xxxxx, Xxxxxxxx 00000, attention of Xxxxx X. Xxxx; and notices to the Selling
Shareholders shall be directed to at 00000 Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx,
Xxxxxxxx 00000, attention of Xxxxx X.
Xxxxxxx.

SECTION 13. Parties. This Agreement shall inure to the benefit of and
be binding upon the U.S. Underwriters, the Company and the Selling Shareholders
and their respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the U.S. Underwriters, the Company and the Selling
Shareholders and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the

sole and exclusive benefit of the U.S. Underwriters, the Company and the Selling
Shareholders and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities from
any U.S. Underwriter shall be deemed to be a successor by reason merely of such
purchase.

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

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

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36

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

Very truly yours,

AETHER SYSTEMS, INC.

By_________________________________
Title:

SELLING SHAREHOLDERS

By_________________________________
As Attorney-in-Fact acting on behalf of
the Selling Shareholders named in
Schedule A hereto

CONFIRMED AND ACCEPTED,

as of the date first above written:

XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
FLEETBOSTON XXXXXXXXX XXXXXXXX INC.
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
U.S. BANCORP XXXXX XXXXXXX INC.
BEAR, XXXXXXX & CO. INC.
FRIEDMAN, BILLINGS, XXXXXX & CO., INC.

By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED

By____________________________________________
Authorized Signatory

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

38
SCHEDULE A

THE COMPANY AND THE SELLING SHAREHOLDERS

Number of Maximum Number of
Initial U.S. Securities U.S. Option Securities
----------------------- ----------------------

The Company
Aether Systems, Inc.

Selling Shareholders

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

Total

Sch A - 1
39
SCHEDULE B

Name of Underwriter Number of
------------------- Initial U.S.
Securities
----------

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
FleetBoston Xxxxxxxxx Xxxxxxxx Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
U.S. Bancorp Xxxxx Xxxxxxx Inc.
Bear, Xxxxxxx & Co. Inc.
Friedman, Billings, Xxxxxx & Co., Inc.

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

Total

Sch B - 1
40
SCHEDULE C

90-DAY LOCK-UP LIST

J. Xxxxxx Xxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
Xxxx X. Ein
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xx. Xxxxxxxx Xxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Columbia Capital

Sch C - 1
41
SCHEDULE D

10/21/00 LOCK-UP LIST

Xxxxxx X. Xxxxx
E. Xxxxx Xxxxxxx III
Xxxxx X. Xxxxx
Xxxxx X. Xxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxx
3Com Corporation
NexGen Technologies, L.L.C.
Pyramid Ventures, Inc.
Reuters MarketClip Holdings Sarl
Telcom-ATI Investors, L.L.C.
Xxxxxxxx Funds
Remaining Selling Shareholders

Sch D - 1
42
SCHEDULE E

NASD AFFILIATIONS

Sch E - 1
43
SCHEDULE F

AETHER SYSTEMS, INC.

2,550,000 Shares of Common Stock

(Par Value $.01 Per Share)

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

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

Sch F - 1
44
Exhibit A

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

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

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

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

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

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

1
45
(vi) The issuance of the Securities is not subject to
preemptive or other similar rights of any
securityholder of the Company.

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

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

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

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

(xi) If Rule 434 has been relied upon, the Prospectuses
were not "materially different," as such term is used
in Rule 434, from the prospectuses included in the
Registration Statement at the time it became
effective.

2
46
(xii) The form of certificate used to evidence the Common
Stock complies in all material respects with all
applicable statutory requirements, with any
applicable requirements of the charter and by-laws of
the Company and the requirements of the Nasdaq
National Market.

To the best of our knowledge, there is not pending or
threatened any action, suit, proceeding, inquiry or
investigation, to which the Company or any Subsidiary
is a party, or to which the property of the Company
or any Subsidiary is subject, before or brought by
any court or governmental agency or body, domestic or
foreign, which is required to be disclosed in the
Prospectuses other than those described or referred
to therein and the descriptions thereof or references
thereto are correct in all material respects, or
which might reasonably be expected to materially and
adversely affect the properties or assets thereof or
the consummation of the transactions contemplated in
the U.S. Purchase Agreement and the International
Purchase Agreement or the performance by the Company
of its obligations thereunder.

The information in the Prospectuses under "Description of
Capital Stock" and "Business --Intellectual Property
Rights", "Business -- Government Regulation",
"Business -- Legal Proceedings" and "United States
Federal Tax Consequences to Non-U.S. Holders of
Common Stock," and in the Registration Statement
under Item 14, to the extent that it constitutes
matters of law, summaries of legal matters, the
Company's charter and bylaws or legal proceedings, or
legal conclusions, has been reviewed by us and is
correct in all material respects.

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

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

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

3
47
(xviii) No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree
of, any court or governmental authority or agency,
domestic or foreign (other than under the 1933 Act
and the 1933 Act Regulations, which have been
obtained, or as may be required under the securities
or blue sky laws of the various states, as to which
we express no opinion) is necessary or required in
connection with the due authorization, execution and
delivery of the U.S. Purchase Agreement or the
International Purchase Agreement or for the offering,
issuance, sale or delivery of the Securities.

(xix) The execution, delivery and performance of the U.S.
Purchase Agreement and the International Purchase
Agreement and the consummation of the transactions
contemplated in the U.S. Purchase Agreement and the
International Purchase Agreement and in the
Registration Statement (including the issuance and
sale of the Securities, and the use of the proceeds
from the sale of the Securities as described in the
Prospectuses under the caption "Use Of Proceeds") and
compliance by the Company with its obligations under
the U.S. Purchase Agreement and the International
Purchase Agreement do not and will not, (A) whether
with or without the giving of notice or lapse of time
or both, conflict with or constitute a breach of, or
default or Repayment Event (as defined in Section
1(a)(x) of the U.S. Purchase Agreement and the
International Purchase Agreement, respectively) under
or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of
the Company or any Subsidiary pursuant to any
contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or any other agreement
or instrument known to us, to which the Company or
any Subsidiary is a party or by which it or any of
them may be bound, or to which any of the property or
assets of the Company or any Subsidiary is subject
(except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not have a
Material Adverse Effect), (B) result in any violation
of the provisions of the charter or by-laws or
similar documents of the Company or any Subsidiary,
or (C) violate any applicable law, statute, rule,
regulation, judgment, order, writ or decree, known to
us, of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over
the Company or any Subsidiary or any of their
respective properties, assets or operations.

To the best of our knowledge, except as disclosed in the
Prospectuses, there are no persons with registration
rights or other similar rights to have any securities
registered pursuant to the Registration Statement or
otherwise registered by the Company under the 0000
Xxx.

The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such
terms are defined in the 0000 Xxx.

(xxii) The shares of Common Stock and options exercisable
for Common Stock issued pursuant to the Agreement and
Plan of Merger, dated February 8, 2000, by and among
the Company, RT Acquisition, Inc. and Riverbed, were
issued pursuant to

4
48
valid exemptions from the registration requirements
of the 1933 Act and the 1933 Act Regulations, and
were otherwise issued in compliance with all
applicable securities laws.

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

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

5
49
Exhibit B

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

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

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

(ii) Each Power of Attorney and Custody Agreement has been duly
executed and delivered by the respective Selling Shareholder named therein and
constitutes the legal, valid and binding agreement of such Selling Shareholder.

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

(iv) Each Attorney-in-Fact has been duly authorized by the respective
Selling Shareholder named therein to deliver the Securities on behalf of the
Selling Shareholders in accordance with the terms of the U.S.
Purchase Agreement and the International Purchase Agreement.

(v) The execution, delivery and performance of the U.S. Purchase
Agreement and the International Purchase Agreement and the Power of Attorney and
Custody Agreement and the sale and delivery of the Securities and the
consummation of the transactions contemplated in the U.S. Purchase Agreement and
the International Purchase Agreement and in the Registration Statement and
compliance by the Selling Shareholders with their obligations under the U.S.
Purchase Agreement and the International Purchase Agreement have been duly
authorized by all necessary action on the part of the Selling Shareholders and
do not and will not, whether with or without the giving of notice or passage of
time or both, conflict with or constitute a breach of, or default under or
result in the creation or imposition of any tax, lien, charge or encumbrance
upon the Securities or any property or assets of the Selling Shareholders
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, license, lease or other instrument or agreement to which any
Selling Shareholder is a party or by which such Selling Shareholder may be
bound, or to which any of the property or assets of the Selling Shareholders may
be subject nor will such action result in any violation of the provisions of

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the charter or by-laws of the Selling Shareholders, if applicable, or any law,
administrative regulation, judgment or order of any governmental agency or body
or any administrative or court decree having jurisdiction over such Selling
Shareholder or any of its properties.

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

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

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Exhibit C

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

March __, 2000

XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated,
FleetBoston Xxxxxxxxx Xxxxxxxx Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
U.S. Bancorp Xxxxx Xxxxxxx Inc.
Bear, Xxxxxxx & Co. Inc.
Friedman, Billings, Xxxxxx & Co., Inc.
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreement
x/x Xxxxxxx Xxxxx & Xx.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Re: Proposed Public Offering by Aether Systems, Inc.

Dear Sirs:

The undersigned, a stockholder [and an officer and/or director] of
Aether Systems, Inc., a Delaware corporation (the "Company"), understands that
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
("Xxxxxxx Xxxxx") and FleetBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation, U.S. Bancorp Xxxxx Xxxxxxx Inc., Bear, Xxxxxxx
& Co. Inc. and Friedman, Billings, Xxxxxx & Co., Inc. propose to enter into a
U.S. Purchase Agreement (the "U.S. Purchase Agreement") with the Company
providing for the public offering of shares (the "Securities") of the Company's
common stock, par value $.01 per share (the "Common Stock"). In recognition of
the benefit that such an offering will confer upon the undersigned as a
stockholder and an officer and/or director of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
U.S. Purchase Agreement that, during a period of 90 days from the date of the
U.S. Purchase Agreement, the undersigned will not, without the prior written
consent of Xxxxxxx Xxxxx, directly or indirectly (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of the Company's Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or

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with respect to which the undersigned has or hereafter acquires the power of
disposition, or file any registration statement under the Securities Act of
1933, as amended, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise.

Very truly yours,

Signature:
-----------------------------

Print Name:
----------------------------

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Exhibit D

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

March __, 2000

Re: Proposed Public Offering by Aether Systems, Inc.

Dear Sirs:

The undersigned, a stockholder [and an officer and/or director] of
Aether Systems, Inc., a Delaware corporation (the "Company"), understands that
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
("Xxxxxxx Xxxxx") and FleetBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation, U.S. Bancorp Xxxxx Xxxxxxx Inc., Bear, Xxxxxxx
& Co. Inc. and Friedman, Billings, Xxxxxx & Co., Inc. propose to enter into a
U.S. Purchase Agreement (the "U.S. Purchase Agreement") with the Company
providing for the public offering of shares (the "Securities") of the Company's
common stock, par value $.01 per share (the "Common Stock"). In recognition of
the benefit that such an offering will confer upon the undersigned as a
stockholder [and an officer and/or director] of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
U.S. Purchase Agreement that, during the period beginning on the date of the
U.S. Purchase Agreement and ending at 11:59 p.m., Eastern Standard Time, on
October 21, 2000, the undersigned will not, without the prior written consent of
Xxxxxxx Xxxxx, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, or otherwise
dispose of or transfer any shares of the Company's Common Stock or any
securities convertible into or exchangeable or exercisable for Common

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Stock, whether now owned or hereafter acquired by the undersigned or with
respect to which the undersigned has or hereafter acquires the power of
disposition, or file any registration statement under the Securities Act of
1933, as amended, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap or transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise.

Very truly yours,

Signature:
--------------------------------

Print Name:
-------------------------------

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Table of Contents

1 Exhibit 1.1 AETHER SYSTEMS, INC. (a Delaware corporation) 2,550,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: March ____, 2000 TABLE OF CONTENTS

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