Sample Business Contracts


Underwriting Agreement - E-centives Inc. and swissfirst Bank AG



                                e-centives, Inc.

                             Shares of Common Stock

                          (nominal value USD 0.01 each)

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

                             Underwriting Agreement

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


                                                             September [_], 2000

swissfirst Bank AG
Bellariastrasse 23
8002 Zurich
Switzerland
(the "LEAD MANAGER")

The Managers named in Schedule 1 hereto
(the "MANAGERS")

Dear Sirs:

This agreement relates to the proposed offer and sale by e-centives, Inc. (the
"COMPANY") of 3,700,000 shares (the "OFFERED SHARES") of the Company's common
stock with a par value of USD 0.01 each. The Company is a stock corporation
incorporated under the laws of the State of Delaware with its principal offices
in Bethesda, Maryland, U.S.A. :

By a resolution of the Board of Directors of the Company dated September [ ],
2000, the Company authorized the issuance of the Offered Shares (the
"OFFERING"); the existing shareholders of the Company have waived the rights to
subscribe the Offered Shares. As of September [a], 2000, prior to the issuance
of the Offered Shares the Company has issued and outstanding [ ] fully paid
shares of common stock (referred to hereinafter from time to time as the
"SHARES") with a par value of USD 0.01 each.

The Lead Manager, together with the Managers, proposes, subject to the terms and
conditions stated herein, to purchase the Offered Shares and to sell to
investors the Offered Shares as set out herein.
<PAGE>   2

A registration statement on Form S-1, and [three] amendments thereto, with
respect to the Offered Shares has (i) been prepared by the Company in conformity
with the requirements of the United States Securities Act of 1933 (the
"Securities Act") and the rules and regulations (the "Rule and Regulations") of
the United States Securities and Exchange Commission (the "Commission")
thereunder, (ii) been filed with the Commission under the Securities Act and
(iii) become effective under the Securities Act. Copies of such registration
statement and the amendments thereto have been delivered by the Company to you
as the Lead Manager. As used in this Agreement, "Effective Time" means the date
and the time as of which such registration statement, or the most recent
post-effective amendment thereto, if any, was declared effective by the
Commission; "Effective Date" means the date of the Effective Time; "Preliminary
Prospectus" means each prospectus included in such registration statement, or
amendments thereof, before it became effective under the Securities Act;
"Registration Statement" means such registration statement, as amended at the
Effective Time, including all information contained in the final prospectus
filed with the Commission and "Prospectus" means such final prospectus, as first
filed with the Commission after the Registration Statement became effective (the
Preliminary Prospectus and the Final Prospectus are referred to herein
collectively as the "OFFERING DOCUMENTS"). The Company hereby confirms that it
has authorised the use by the Managers of the Offering Documents, as the same
may be amended or supplemented by the Company from time to time, in connection
with the offer and sale of the Offered Shares, so long as such use by the
Managers does not violate applicable law.

You have informed us that the Managers are simultaneously entering into an
agreement among Managers which sets forth certain understandings and agreements
among the Managers in connection with the offer and sale of the Offered Shares
contemplated hereby. You have also informed us that the Managers will only use
the Offering Documents, as amended or supplemented, in connection with the offer
and sale of the Offered Shares contemplated hereby and in compliance with
applicable law.

1.       Subscription, Sale, Underwriting, Purchase and Listing

         On the basis of the representations and warranties herein contained and
         subject to the terms and conditions herein set forth:

         (a)       Subscription of Offered Shares by the Lead Manager

                   (i)         The Company agrees to sell the Offered Shares to
                               the Lead Manager and the Lead Manager agrees to
                               purchase the Offered Shares. The price of the
                               Offered Shares shall be CHF [--] per share (the
                               "PER SHARE PRICE"). The aggregate "Purchase
                               Price" of the Offered Shares shall be paid as
                               follows:

                                    (1)   The Lead Manager will pay the Company,
                                          at a non-interest bearing account to
                                          be opened by the Company with the Lead
                                          Manager on or before the next business
                                          day following the date of this
                                          Agreement, the amount of USD 0.01 per
                                          Offered Share (the "NOMINAL AMOUNT");
                                          and


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<PAGE>   3

                                    (2)   The Lead Manager will pay the balance
                                          of the Purchase Price converted into
                                          USD at the USD/CHF exchange rate
                                          appearing on the Closing Date as of
                                          2.00 p.m. (Zurich time) on Reuter
                                          Screen (at present page USD=CHF) on
                                          the Closing Date as set forth in
                                          Section 4(c) herein.

                                  In consideration of the payment of the Nominal
                                  Amount and the obligation of the Lead Manager
                                  to pay for the balance of the Per Share Price
                                  as provided in Section 1(a)(i) herein, the
                                  Company shall issue the Offered Shares to the
                                  Lead Manager and the Company shall prepare, or
                                  cause to be prepared a stock certificate
                                  representing the Offered Shares (the "Global
                                  Certificate") in the name of the Lead Manager;
                                  provided that the Company shall be under no
                                  obligation to deliver the Global Certificate
                                  (or any other certificate representing the
                                  Offered Shares) to the Lead Manager unless and
                                  until the transactions contemplated to occur
                                  on the Closing Date are consummated in
                                  accordance with Section 4 hereof.

                    (ii)          Upon receipt of the full Nominal Amount, the
                                  Company will take all steps necessary to
                                  ensure that the Offered Shares will be duly
                                  and validly issued to the Lead Manager and
                                  will be freely transferable by the Lead
                                  Manager as set forth in this Agreement. The
                                  Company will, if and when reasonably requested
                                  by the Lead Manager, take all steps necessary
                                  to record all issued and outstanding shares of
                                  the Company with SIS SegaInterSettle AG
                                  ("SIS"), the Swiss securities services
                                  corporation.

                    (iii)         Immediately after the issuance of the Offered
                                  Shares as provided in Section 1(a)(i) hereof,
                                  the Company will deliver to the Lead Manager
                                  and the SWX Swiss Exchange a written
                                  confirmation of the Company's Secretary
                                  evidencing the Company's outstanding capital
                                  stock.





         (b)        The Company mandated the Lead Manager to make an application
                    on its behalf for the Shares to be listed for trading on the
                    New Market segment of the SWX Swiss Exchange; and the Lead
                    Manager agreed to make such application and to use its best
                    efforts to obtain such listing as promptly as possible.


         (c)        In consideration of the agreement by the Lead Manager to
                    purchase Offered Shares as set forth above, the Company
                    shall pay to the Lead Manager aggregate management, selling
                    and underwriting commissions of 7 (seven) per cent of the
                    Per Share Price per Offered Share sold in the Offering (the
                    "MANAGERS' COMMISSION"). The Lead Manager shall be entitled
                    to deduct the Managers' Commission from the Per Share Price
                    to be paid for the Offered Shares pursuant to Section 4 of
                    this Agreement. The Lead Manager will arrange the
                    distribution of the Managers' Commission to the other


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<PAGE>   4

                    Managers in accordance with the terms and conditions of an
                    agreement among managers.



2.       Representations and Warranties

         (a)        The Company represents and warrants to each Manager that:

                    (i)           Each Preliminary Prospectus, at the date
                                  thereof, did not and does not contain any
                                  untrue statement of a material fact or omit to
                                  state any material fact necessary to make the
                                  statements therein, in the light of the
                                  circumstances under which they were made, not
                                  misleading, and the Final Prospectus, at the
                                  date thereof and, as it may thereafter be
                                  amended or supplemented, at the date of any
                                  such amendment or supplement and on the
                                  Closing Date (as defined in Section 4 hereof),
                                  will not contain any untrue statement of a
                                  material fact or omit to state any material
                                  fact necessary to make the statements therein,
                                  in the light of the circumstances under which
                                  they were made, not misleading, insofar as
                                  material to the business or financial
                                  condition of the Company and any opinions and
                                  beliefs expressed in the Preliminary
                                  Prospectus are truly and honestly held;
                                  provided that no representation or warranty is
                                  made as to information contained or omitted
                                  from the Offering Documents in reliance upon
                                  and in conformity with information furnished
                                  to the Company through the Lead Manager or its
                                  representatives on behalf of the Managers.

                    (ii)          The issued and outstanding share capital of
                                  the Company is as set forth in the Offering
                                  Documents under the heading "Description of
                                  Capital Stock"; all of the issued and
                                  outstanding Shares (other than the Offered
                                  Shares) have been validly issued, are fully
                                  paid and no amounts were repaid and the
                                  Offered Shares, when issued, paid as provided
                                  in Section 1 (a) and delivered by the Company,
                                  will be validly issued; the Offered Shares
                                  conform in all material respects to all
                                  statements relating thereto contained in the
                                  Offering Documents; and the Offered Shares
                                  will be issued free from all pledges, adverse
                                  claims, equities, liens and other third party
                                  rights of any nature whatsoever and the
                                  subscribers thereof will be entitled to
                                  participate in all dividends and other
                                  distributions hereafter declared, paid or made
                                  on or in respect of the shares of the Company;

                    (iii)         Except as described in the Offering Documents,
                                  there are no outstanding securities of the
                                  Company convertible into or exchangeable for,
                                  or warrants, rights or options to purchase
                                  from the Company, or obligations of the
                                  Company to issue, the Shares or any other
                                  class of shares of the Company (except as
                                  described in the Offering Documents).

                    (iv)          Except as described in the Offering Documents,
                                  there has been no legal or arbitration
                                  proceeding by or against the Company within
                                  the last two years


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<PAGE>   5

                                  that has had, and the Company does not believe
                                  that there are any pending or threatened legal
                                  or arbitration proceedings by or against it
                                  which would have a material adverse effect on
                                  the business or financial condition of the
                                  Company.

                    (v)           Except as described in the Offering Documents,
                                  the Company own or have had licensed to them
                                  or otherwise have the benefit or use under the
                                  authority of the owners thereof of all
                                  patents, patent rights, inventions,
                                  trademarks, service marks, trade names and
                                  copyrights (in each case, registered or not)
                                  which are necessary for the conduct of the
                                  business of the Company as currently conducted
                                  as described in the Offering Documents; and,
                                  except as described in the Offering Documents,
                                  there are no unresolved claims that the
                                  Company has infringed any patents, patent
                                  rights, inventions, trademark rights, service
                                  marks, trade names or copyrights of others
                                  and, to the best knowledge of the Company, no
                                  persons are infringing the patents, patent
                                  rights, inventions, trademark rights, service
                                  marks, trade names or copyrights of the
                                  Company, which would be reasonably likely to
                                  have a material adverse effect on the business
                                  or financial condition of the Company.

                    (vi)          The Company has all material concessions,
                                  licenses, franchises, permits, authorizations,
                                  approvals and orders of and from all
                                  governmental regulatory officials and bodies
                                  that are necessary to own or lease its
                                  properties and to conduct its business as
                                  currently conducted.

                    (vii)         No material labour dispute with the employees
                                  of the Company exists or, to the knowledge of
                                  the Company, is threatened or imminent.

                    (viii)        The Company is not in violation of any
                                  applicable law or regulation relating to
                                  occupational safety and health or to the
                                  storage, handling or transportation of
                                  hazardous or toxic materials, and the Company
                                  has received, and is in compliance with all
                                  terms and conditions of, all permits, licenses
                                  and other approvals required of it under
                                  applicable occupational safety and health and
                                  environmental laws and regulations to conduct
                                  its business as currently conducted; except
                                  where failure to comply would not have a
                                  material adverse effect on the business or
                                  financial condition of the Company.

                    (ix)          The Company is not currently prohibited from
                                  paying any dividends or from making any other
                                  distribution on the Company's capital stock,
                                  respectively, out of surplus (as defined by
                                  applicable law) or from repaying to the
                                  Company or its shareholders, respectively, any
                                  loans or advances to the Company from such
                                  shareholders.

                    (x)           No default exists, and no event has occurred
                                  which, with the giving of notice or lapse of
                                  time or both, would constitute a default in
                                  the due performance and observance of any
                                  term, covenant or condition of any


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<PAGE>   6

                                  indenture, mortgage, deed of trust, loan
                                  agreement or other material agreement or
                                  instrument to which the Company is a party or
                                  by which the Company is bound or to which any
                                  of the property or assets of the Company is
                                  subject, which default is, or could become,
                                  material to the business or financial
                                  condition of the Company.

                    (xi)          Except as disclosed in the Offering Documents,
                                  since January 1, 2000, (A) the Company has not
                                  sustained any material loss or interference
                                  with its business from fire, explosion, flood
                                  or other calamity, whether or not covered by
                                  insurance, or from any labor dispute or court
                                  or governmental action, order or decree, (B)
                                  there has not been any change in the capital
                                  stock of the Company, or any increase in
                                  long-term debt or any decrease in
                                  shareholders' equity of the Company, (C) there
                                  has not been any significant decrease, when
                                  compared to the comparable period in the prior
                                  year, in sales, operating income or net income
                                  of the Company, (D) there has not been any
                                  material adverse change, or any development
                                  reasonably likely to result in a material
                                  adverse change, in or affecting the condition
                                  (financial or otherwise), business,
                                  shareholders' equity or results of operations
                                  of the Company.

                    (xii)         The annual and interim financial statements
                                  set forth in the Offering Documents were
                                  prepared in accordance with US generally
                                  accepted accounting principles (US GAAP),
                                  subject in the case of interim financial
                                  statements, to normal year-end adjustments
                                  (the effect of which will not, individually or
                                  in the aggregate, be materially adverse) and
                                  the absence of notes, and presents fairly the
                                  financial position of the Company at and as of
                                  the dates specified therein.

                    (xiii)        The Company has complied with all requirements
                                  under its respective law of incorporation to
                                  file its financial statements (or other
                                  financial information) with the respective
                                  local court, commercial register or other
                                  applicable governmental authority, entity or
                                  court, and with all other publication,
                                  notification or registration requirements
                                  relating thereto, if any.

                    (xiv)         The Company has been duly incorporated and is
                                  validly existing as a corporation in good
                                  standing under the laws of its jurisdiction of
                                  incorporation, with full corporate power and
                                  authority to enter into this Agreement and
                                  consummate the transactions contemplated
                                  herein and to own its properties and conduct
                                  its business as currently conducted, and has
                                  been duly qualified as a foreign corporation
                                  for the transaction of business under the laws
                                  of each jurisdiction other than its
                                  jurisdiction of incorporation in which it owns
                                  or leases properties or conducts any business
                                  so as to require such qualification, except
                                  where the failure to be so qualified would
                                  not, individually or in the aggregate, have a
                                  material adverse effect on the condition
                                  (financial or otherwise), business,
                                  shareholders' equity or results of operations
                                  of the Company.


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<PAGE>   7

                    (xv)          This Agreement has been duly authorised,
                                  executed and delivered by the Company and
                                  constitutes the legal, valid, binding and
                                  enforceable obligation of the Company, subject
                                  to applicable bankruptcy, insolvency or
                                  similar laws affecting creditors' rights
                                  generally and subject, as to enforceability,
                                  to general principles of equity.

                    (xvi)         The execution and delivery of, compliance with
                                  and consummation of the transactions
                                  contemplated by this Agreement by the Company
                                  will not

                                  (A)   conflict with or result in a breach or
                                        violation of any of the terms or
                                        provisions of, or constitute a default
                                        under, any indenture, mortgage, deed of
                                        trust, loan agreement or other agreement
                                        or instrument to which the Company is a
                                        party or by which the Company is bound
                                        or to which any of the property or
                                        assets of the Company is subject; or

                                  (B)   result in a violation of the provisions
                                        of the constitutive documents of the
                                        Company, or any statute, or any order,
                                        rule or regulation of any court or
                                        governmental agency or body having
                                        jurisdiction over the Company or any of
                                        its properties,

                                  which conflict, breach, violation or default
                                  would have a material adverse effect on the
                                  business or financial condition of the Company
                                  or would impair the ability of the Company to
                                  consummate, or would otherwise materially
                                  adversely affect, the transactions
                                  contemplated hereby; and no consent, approval,
                                  authorization, order, registration or
                                  qualification of or with any such court or
                                  governmental agency or body is required for
                                  the consummation by the Company of the
                                  transactions contemplated by this Agreement,
                                  except (i) the approval for listing of the
                                  Shares by the SWX Swiss Exchange, and (ii)
                                  such as have already been obtained and are in
                                  full force and effect.

                    (xvii)        Neither the Company, nor any person acting
                                  with its or their authority on its behalf
                                  (other than the Managers), has, directly or
                                  indirectly, made offers or sales of any
                                  security, or solicited offers to buy any
                                  security, under circumstances that would
                                  require the registration of the Offered Shares
                                  under the securities laws of any country other
                                  than Switzerland and the U.S.A.



                    (xviii)       The Company has not paid or agreed to pay to
                                  any person any compensation for soliciting
                                  another to purchase any Offered Shares which
                                  are purchased by the Managers (except as
                                  contemplated by this Agreement).

                    (xix)         Except for the taxes referred to in Section
                                  5(a)(viii), no other stamp or issuance or
                                  transfer taxes or duties, and no capital
                                  gains, income, with-


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<PAGE>   8

                                  holding or other taxes are payable in the
                                  United States or to any political subdivision
                                  or taxing authority thereof or therein by or
                                  on behalf of any purchaser of Offered Shares
                                  from the Company or the Managers in connection
                                  with the sale and delivery by it of Offered
                                  Shares to or for the respective accounts of
                                  such purchaser or the Managers in the manner
                                  contemplated by this Agreement.

                    (xx)          The Company has obtained public liability,
                                  property and other insurance to the extent
                                  customary for the operation of its business,
                                  and all related policies of insurance are, and
                                  will be on the Closing Date, in full force and
                                  effect.

3.       Offering by the Managers

         The Managers propose to offer the Offered Shares for sale upon the
         terms and conditions set forth in the Offering Documents, as amended or
         supplemented. In this connection, each Manager represents and agrees
         that:



         (a)

                    It has complied and will comply with all applicable Swiss
                    laws and rules, regulations and governement and stock
                    exchange orders, if any.


         (b)        Save in relation to offers and sales in Switzerland and the
                    U.S.A., where the Offered Shares have been registered, but
                    no offers or sales have been or will be made, no action has
                    been or will be taken in any jurisdiction by the Managers
                    that would permit a public offering of the Offered Shares or
                    possession or distribution of any Offering Document or any
                    other offering or publicity material relating to the Offered
                    Shares in any country or jurisdiction where action for that
                    purpose is required. Each Manager will comply with all
                    applicable laws and regulations in each jurisdiction in
                    which it acquires, offers, sells or delivers the Offered
                    Shares or has in its possession or distributes any Offering
                    Document or any such other material. The Company will have
                    no responsibility for, and each Manager will obtain any
                    consent, approval or permission required by it for, the
                    acquisition, offer, sale or delivery by it of the Offered
                    Shares under the laws and regulations in force in any
                    jurisdiction to which it is subject or in or from which it
                    makes any acquisition, offer, sale, or delivery. No Manager
                    is authorised to make any representation or use any
                    information in connection with the issue and sale of the
                    Offered Shares other than as contained in the Offering
                    Documents or any amendment or supplement thereto.

         (d)        It has complied and will comply with all applicable US laws
                    and rules, regulations and governmental and stock exchange
                    orders, if any.


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<PAGE>   9

4.       Delivery and Payment



         (a)        At the latest two Business Days immediately preceding the
                    Closing Date (as defined in Section 4 (d) below), the
                    Managers shall give instructions to the Lead Manager as to
                    the number of Offered Shares to be credited against payment
                    of the Per Share Price on the Closing Date to the accounts
                    of the Managers through the book-entry facilities of SIS,
                    Clearstream Banking, societe anonyme ("CLEARSTREAM") and
                    Morgan Guaranty Trust Company of New York, as operator of
                    the Euroclear System ("EUROCLEAR") together with the details
                    of such accounts. As used in this Agreement, "BUSINESS DAY"
                    means each day on which the SWX Swiss Exchange ("SWISS
                    EXCHANGE") is open for dealings.

         (b)        On or before the Business Day immediately preceding the
                    Closing Date, the Lead Manager and the Managers,
                    respectively, shall give instructions to SIS, Clearstream
                    Banking and Euroclear, respectively, as to the number of
                    Offered Shares to be settled on the Closing Date through the
                    facilities of SIS, Clearstream Banking or Euroclear,
                    together with the details of such accounts.

         (c)        On the date no later than the [4th] business day following
                    the initial listing and trading of the Offered Shares on the
                    SWX New Market of the SWX Swiss Exchange, or at such other
                    date as the Company and the Lead Manager may agree (the
                    "CLOSING DATE"), the following payments shall be made with
                    value as of the Closing Date:

                    (i)           Each Manager shall pay the Per Share Price for
                                  the Offered Shares purchased by it in CHF in
                                  the amounts and to the account or accounts to
                                  be notified to it by the Lead Manager.

                    (ii)          The Lead Manager shall pay to the Company the
                                  Per Share Price for the Offered Shares less
                                  the Nominal Amount to the extent paid and the
                                  Managers' Commission for the Offered Shares.


                    All payments referred to in this Section 4 shall be credited
                    with value as of the Closing Date to the relevant parties at
                    the designated accounts in immediately available funds.



         (e)        The documents to be delivered on the Closing Date by or on
                    behalf of the parties hereto pursuant to Section 7 hereof
                    will be delivered at the offices of the Lead Manager in
                    Zurich or at such other location as the parties hereto may
                    agree (the "CLOSING LOCATION") on the Closing Date.


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<PAGE>   10

5.       Agreements

         The Company agrees with each Manager as follows:

         (i)     The Company has prepared and will prepare, as the case may be,
                 the Offering Documents in a form mutually acceptable to the
                 Company and the Lead Manager and, unless such amendment or
                 supplement is required to correct a material misstatement or
                 material omission or to comply with any applicable laws and
                 regulations, including the Securities Act and the Rules and
                 Regulations, will make no amendment or supplement to any
                 Offering Document without the prior written consent of the Lead
                 Manager, which consent shall not be unreasonably withheld or
                 delayed.

         (ii)    The Company will furnish to the SWX Swiss Exchange any and all
                 documents (including, without limitation, an updated excerpt
                 from the commercial register), instruments, information and
                 warranties that may be necessary or advisable in order to
                 obtain and maintain the listing of the Shares for trading on
                 the SWX New Market segment of the Swiss Exchange. The Company
                 will sign the Offering Documents, including the relevant
                 prospectus and any other necessary documents to conform with
                 the listing requirements of the SWX New Market segment of the
                 Swiss Exchange, and will deliver the same to the Lead Manager
                 in due course to ensure the timely listing of the Shares.

         (iii)   The Company will furnish to the Lead Manager and its counsel,
                 as many copies of each Offering Document as the Lead Manager
                 may from time to time reasonably request, and if, prior to the
                 completion of the distribution of the Offered Shares (as
                 determined by the Lead Manager) but not later than 30 days
                 after the Closing Date, any event shall have occurred as a
                 result of which any Offering Document as then amended or
                 supplemented would include an untrue statement of a material
                 fact or omit to state any material fact necessary in order to
                 make the statements therein, in the light of the circumstances
                 under which they were made, not misleading, or if it should be
                 necessary to amend or supplement any Offering Document to
                 comply with applicable law, the Company, immediately upon
                 becoming aware of any such event or necessity, will notify the
                 Lead Manager and upon its request prepare and furnish to each
                 Manager as many copies as the Lead Manager may from time to
                 time reasonably request of amended Offering Documents or
                 supplements to the Offering Documents which will correct such
                 statement or omission or will effect such compliance.


         (iv)    Neither the Company nor any person acting with its or their
                 authority on its or their behalf (other than the Managers)
                 will, directly or indirectly, make offers or sales of any
                 security, or solicit offers to buy any security, under
                 circumstances that would require the registration of the
                 Offered Shares under the securities laws of any country other
                 than Switzerland and the U.S.A.


         (v)     It will bear and pay any stamp, transfer, registration,
                 documentary or similar taxes or duties (including interest and
                 penalties, if any) in connection with (A) the issue of the

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<PAGE>   11

                 Offered Shares (B) the sale of the Offered Shares to the Lead
                 Manager and (C) the sale of the Offered Shares from the Lead
                 Manager to the purchasers of the Offered Shares. The Lead
                 Manager will effect payment of the taxes and duties referred to
                 under (B) and (C) above to the relevant authorities, whereas
                 the Company will effect payment of the taxes and duties
                 referred to under (A) above.

6.         Payment of Expenses


         The Company covenants and agrees with the Lead Manager that, in
         addition to its other obligations hereunder, it will pay or cause to be
         paid the following:

         (i)     all expenses in connection with the preparation and filing of
                 the Offering Documents and any amendments and supplements
                 thereto and the mailing and delivering of copies thereof to the
                 Managers;



         (ii)    such expenses and listing fees as required in connection with
                 the listing of the Shares for trading on the SWX New Market
                 segment of the Swiss Exchange;

         (iii)   the cost of preparing certificates in definitive form
                 representing Offered Shares if required by purchasers of the
                 Offered Shares;


         (iv)    the fees and expenses of its outside legal, financial and other
                 advisors in connection with the transactions contemplated
                 herein;


         (v)     the fees and expenses of the Company's independent accountants
                 KPMG in connection with certain confirmations and other reports
                 given by them in connection with the preparation of the
                 Offering Documents and the offer and sale of the Offered
                 Shares; and

         (vi)    all other costs and expenses incident to the performance of its
                 obligations hereunder.

         The Lead Manager coventants and agrees with the Company that, in
         addition to its other obligations hereunder, it will pay or cause to be
         paid the following:

         (i)     all expenses in connection with the printing and distribution
                 of the Offering Documents and supplements thereto, including
                 the mailing and delivering of copies thereof to the Managers
                 and the investors;

         (ii)    the cost and expenses of the Lead Manager in connection with
                 the preparation of materials for "road show" presentations to
                 be made to prospective investors; and


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<PAGE>   12

         (iii)   the fees and expenses of its outside legal, financial and other
                 advisors in connection with the transactions contemplated
                 herein;

         (iv)    all other costs and expenses incident to the performance of its
                 obligations hereunder.


7.       Conditions Precedent; Termination

         (a)       The obligations of the Lead Manager to purchase and pay for
                   the Offered Shares and to procure investors set forth in
                   Section 1 and Section 4, as the case may be, are subject to
                   the satisfaction of the following conditions precedent (to
                   the extent the obligations are not to be performed prior to
                   the date of the occurrence of such conditions):

                   (i)      The Commission has not issued any order preventing
                            or suspending the use of any Preliminary Prospectus.

                   (ii)     there having been no event making any of the
                            undertakings and warranties contained in Sections 2
                            or 5 untrue or incorrect and the Company not having
                            been in non-compliance with any of their other
                            undertakings and covenants set forth in this
                            Agreement, in each case material for the Offering;

                   (iii)    approval by the Admission Board (Zulassungsstelle)
                            of the SWX Swiss Exchange of the application for the
                            Shares to be listed for trading on the SWX New
                            Market segment of the Swiss Exchange;

                   (iv)     delivery to the Managers, except to the extent
                            waived by the Lead Manager in writing (x) on the
                            date hereof and (y) on the Closing Date:


                            (A)  legal opinions, substantially in the agreed
                                 form, from Hogan & Hartson, L.L.P., transaction
                                 counsel to the Company;

                            (B)  certificates addressed to the Managers signed
                                 by the Company and dated the Closing Date to
                                 the effect stated in Section 7(a)(ii) as
                                 regards their respective warranties and
                                 undertakings contained in Sections 2 and 5;

                            (C)  a comfort letter from the auditors of the
                                 Company substantially in the agreed form; and

                   (v)      a resolution by the Board of Directors of the
                            Company authorising and approving the Offering and
                            all actions taken or to be taken in connection
                            therewith including, without limitation, the
                            execution and delivery of this Agreement and the
                            implementation of all transactions contemplated
                            hereby; and

                                       12

<PAGE>   13

                   (vi)     execution and delivery of an agreement with the
                            Company's Registrar and Transfer Agent,
                            substantially in the agreed form; and

                   (vii)    delivery by the Company at closing of the Global
                            Certificate.

                    Documents in the agreed form means documents in the form
                    signed for identification on the date hereof by the Lead
                    Manager.

                    If any of the foregoing conditions set forth in Section
                    7(a)(ii), (iii) (iv) and (v) is not satisfied between the
                    date hereof and the Closing Date, or if the Lead Manager has
                    determined that a Material Adverse Change as contemplated
                    under Section 8 of this Agreement has occurred, the Lead
                    Manager may terminate this Agreement and the Managers shall
                    be released and discharged from their respective obligations
                    hereunder.; provided that once the Company repays to the
                    Lead Manager the Nominal Amount, the neither the Lead
                    Manager nor any other party shall have any rights of any
                    kind in or to the Offered Shares (which shall be cancelled)
                    and the Company shall have no obligation to deliver the
                    Global Certificate (or any other certificate representing
                    any or all of the Offered Shares) to the Lead Manager or any
                    other third party; provided further that the Lead Manager
                    shall execute and deliver any and all agreements,
                    certificates or other documents reasonably requested by the
                    Company to evidence the foregoing.

         (b)        Notwithstanding the foregoing provisions of this Section 7,

                   (i)      the obligations of the Company to pay the costs,
                            charges and expenses, to the extent incurred, as
                            provided for in Section 6 shall continue in full
                            force and effect; and

                   (ii)     any liability (including as to indemnification) as a
                            result of any prior breach of the provisions of this
                            Agreement shall continue in full force and effect.


8.       Material Adverse Change

         The Lead Manager may terminate this Agreement in accordance with
         Section 7 of this Agreement from the date hereof until the Closing
         Date, in relation to the obligations of the Managers to purchase the
         Offered Shares other than the Offered Shares, if, in either case, in
         the opinion of the Lead Manager (i) there has been, since the time of
         execution of this Agreement or since the respective dates as of which
         information is given in the Offering Documents, except as disclosed in
         the Offering Documents, any material adverse change in the condition,
         financial or otherwise, or in the earnings, business affairs or
         business prospects or the Company considered as one enterprise, whether
         or not arising in the ordinary course of business; or (ii) there has
         occurred any material adverse change in the financial markets in the
         United Kingdom, the United States, Switzerland or the international
         financial markets, any outbreak of hostilities or escalation thereof or
         other calamity or crisis or any change or


                                       13

<PAGE>   14

         development involving a prospective change in national or international
         political, financial or economic conditions in the United Kingdom, the
         United States or Switzerland and the effect of such change or
         development is such as to make it impossible or impracticable to market
         the Offered Shares or to enforce contracts for the sale of the Offered
         Shares; or (iii) trading generally on either the Swiss Exchange, the
         London Stock Exchange or NASDAQ Stock Market or the New York Stock
         Exchange or in the over-the-counter market in Switzerland or in the
         United States has been suspended or limited, or minimum or maximum
         prices for trading have been fixed, or maximum ranges for prices for
         securities have been required, by any of said exchanges or by such
         system or by order of the United States Securities and Exchange
         Commission, the National Association of Securities Dealers, Inc. or any
         other governmental authority; or (iv) a banking moratorium has been
         declared by the United States, New York State, Switzerland or the
         United Kingdom; or (v) there has been a material change, or an official
         announcement by a competent authority of a prospective material change,
         in Swiss, United Kingdom or United States taxation affecting the
         transfer of the Shares; or (vi) there has been a material adverse
         change in currency rates; or (vii) there occurred an imposition of
         additional exchange controls by Switzerland, any member or associate of
         the European Union or the United States (each of the afore (i), (ii),
         (iii), (iv), (v), (vi) and (vii) hereinafter referred to as a "MATERIAL
         ADVERSE CHANGE").


9.       Indemnification

         (a)   The Company will indemnify and hold harmless each Manager against
               any losses, claims, damages or liabilities, joint or several, to
               which such Manager may become subject, under Swiss law or
               otherwise, insofar as such losses, claims, damages or liabilities
               (or actions in respect thereof) arise out of or are based upon
               (i) an untrue statement or alleged untrue statement of a material
               fact contained in any Offering Document, including any amendment
               or supplement thereto, (ii) the omission or alleged omission to
               state in any Offering Document, including any amendment or
               supplement thereto, a material fact required to be stated therein
               or necessary to make the statements therein in light of the
               circumstances under which they were made not misleading or (iii)
               any breach by the Company of its respective representations,
               warranties or obligations under this Agreement, and will
               reimburse each Manager for any legal or other expenses reasonably
               incurred by such Manager in connection with defending any such
               action or claim as such expenses are incurred.

         (b)   Each Manager will indemnify and hold harmless the Company against
               any losses, claims, damages or liabilities to which the Company
               may become subject, under Swiss law or otherwise, insofar as such
               losses, claims, damages or liabilities (or actions in respect
               thereof) arise out of or are based upon any breach by such
               Manager of its representations, warranties or obligations in this
               Agreement, and will reimburse the Company for any legal or other
               expenses reasonably incurred by the Company in connection with
               defending any such action or claim as such expenses are incurred.

         (c)   The Lead Manager will indemnify and hold harmless the Company
               against any losses, claims, damages or liabilities to which the
               Company may become subject, insofar as such losses, claims,
               damages or liabilities (or actions in respect thereof)


                                       14

<PAGE>   15

               arise out of or are based upon the issuance of the Offered Shares
               to the Lead Manager prior to Closing and the Lead Manager's
               subsequent transfer of any of the Offered Shares, in the event
               that this Agreement is terminated pursuant to Section 7 hereof.

         (d)   Promptly after receipt by an indemnified party under subsection
               (a), (b) or (c) above of notice of the commencement of any
               action, such indemnified party shall, if a claim in respect
               thereof is to be made against the indemnifying party under such
               subsection, notify the indemnifying party in writing of the
               commencement thereof; but the omission so to notify the
               indemnifying party shall not relieve it from any liability which
               it may have to any indemnified party otherwise than under such
               subsection. In case any such action shall be brought against any
               indemnified party and it shall notify the indemnifying party of
               the commencement thereof, the indemnifying party shall have the
               option to assume the defense thereof including the employment of
               legal advisors approved by the indemnified party (such approval
               not to be unreasonably withheld), subject to the payment by the
               indemnifying party of all expenses. Any indemnified party shall
               have the right to employ separate legal advisors in any such
               action and defend or participate in the defense thereof, but the
               fees and expenses of such legal advisors shall be borne by such
               indemnified party, unless the indemnifying party has specifically
               authorised the employment thereof or has failed to assume such
               defense and to employ legal advisors approved as a aforesaid for
               such purpose. The indemnifying party shall not be liable to
               indemnify any indemnified party for any settlement of any claim,
               action or demand made without its consent (such consent not to be
               unreasonably withheld), unless the indemnifying party fails to
               assume the defense thereof and to employ legal advisors as
               aforesaid for such purpose.

         (e)   The obligations of the Company under this Section 9 shall be in
               addition to any liability which any of them may otherwise have
               and shall extend, upon the same terms and conditions, to each
               officer and director of each Manager and to each person, if any,
               who controls, is controlled by or is under common control with
               any Manager; and the obligations of the Managers under this
               Section 9 shall be in addition to any liability which the
               respective Managers may otherwise have and shall extend, upon the
               same terms and conditions, to each officer, director and
               shareholder of the Company and to each person, if any, who
               controls, is controlled by or is under common control with any of
               the foregoing (to the extent applicable).


10.      Representations and Indemnities to Survive

         The respective indemnities, agreements, warranties and other statements
         of the Company and the several Managers, as set forth in this Agreement
         or made by or on behalf of them, respectively, pursuant to this
         Agreement, shall remain in full force and effect, regardless of any
         investigation (or any statements as to the results thereof) made by or
         on behalf of any Manager or any officer or director of any Manager or
         any person who controls, is controlled by or is under common control
         with any Manager, or made by or on behalf of the Company or any officer
         or director of the Company or any person who controls, is controlled by
         or is under common control with the Company, and shall survive delivery
         of and payment for the Offered Shares.


                                       15

<PAGE>   16


11.      Reimbursement on Termination or Default

         If for any reason any Offered Shares are not delivered by or on behalf
         of the Company as provided herein, the Company will reimburse the
         Managers through the Lead Manager for all out-of-pocket expenses
         approved in writing by the Lead Manager, including fees and
         disbursements of counsel, reasonably incurred by the Managers in making
         preparations for the purchase, sale and delivery of the Offered Shares
         not so delivered by the Company, but the Company shall then be under no
         further liability to any Manager in respect of such Offered Shares,
         except as provided in Sections 6 and 9 hereof.


12.      Stabilisation

         The Lead Manager may, to the extent permitted by, and in accordance
         with, applicable laws and regulations, overallot and effect
         transactions on the Swiss Exchange in connection with the offer and
         sale of the Offered Shares with a view to establishing or maintaining
         the market price of the Offered Shares at levels which might not
         otherwise prevail, and any profit or loss resulting from such
         overallotment and stabilisation shall be retained or borne (as the case
         may be) by the Lead Manager. The Company shall not as a result of any
         action taken by the Lead Manager under this Section 12 be obliged to
         issue to the Lead Manager any Shares in excess of the number of Offered
         Shares to be sold as set forth in Section 1 of this Agreement.


13.      Notices

         All statements, requests, notices and agreements, hereunder shall be in
         writing with copies to each of the Lead Manager and the Company and if
         to the Managers shall be delivered or sent by mail, telex or facsimile
         transmission to the Managers care of (i) swissfirst Bank AG,
         Bellariastrasse 23, 8002 Zurich, Attention: Capital Markets, facsimile
         transmission No. (+41-1) 204-8181 if to e-centives, Inc., 6903
         Rockledge Drive, Suite 1200, Bethesda, Maryland U.S.A., 20817,
         Attention: General Counsel, facsimile transmission No. (301) 564-6250.
         Any such statements, requests, notices or agreements shall take effect
         upon receipt thereof.


14.      Successors

         This Agreement shall be binding upon, and inure solely to the benefit
         of, the Managers, the Company and, to the extent provided in Section 9
         hereof, the officers, directors and shareholders of, and each person
         who controls, is controlled by or is under common control with the
         Company, or any Manager, and their respective successors and assigns,
         and no other person shall acquire or have any right under or by virtue
         of this Agreement. No purchaser of any of the Offered Shares from any
         Manager shall be deemed a successor or assign by reason merely of such
         purchase.


                                       16

<PAGE>   17


15.      Governing Law

         This Agreement shall be governed by and construed in accordance with
         the law of Switzerland.


16.      Submission to Jurisdiction

         (a)   The Company irrevocably (i) agrees that any legal suit, action or
               proceeding against it brought by any Manager or by any officer or
               director of any Manager or by any person who controls, is
               controlled by or is under common control with any Manager arising
               out of or based upon this Agreement or the transactions
               contemplated herein shall be brought in the commercial court of
               the Canton of Zurich (Handelsgericht) in Zurich, Switzerland,
               with the right of appeal to the Swiss Federal Supreme Court
               (Schweizerisches Bundesgericht) (ii) waives, to the fullest
               extent it may effectively do so, any objection which it may now
               or hereafter have to the laying of venue of any such proceeding
               and (iii) submits to the exclusive jurisdiction of such court in
               any such suit, action or proceeding.

         (b)   Each of the Managers irrevocably (i) agrees that any legal suit,
               action or proceeding against it brought by the Company or by any
               officer or director of the Company or by any person who controls,
               is controlled by or is under common control with the Company
               arising out of or based upon this Agreement or the transactions
               contemplated herein shall be brought in the commercial court of
               the Canton of Zurich (Handelsgericht) in Zurich, Switzerland,
               with the right of appeal to the Swiss Federal Supreme Court
               (Schweizerisches Bundesgericht) (ii) waives, to the fullest
               extent it may effectively do so, any objection which it may now
               or hereafter have to the laying of venue of any such proceeding
               and (iii) submits to the exclusive jurisdiction of such court in
               any such suit, action or proceeding.


17.      Counterparts

         This Agreement may be executed by any one or more of the parties hereto
         in any number of counterparts, each of which shall be deemed to be an
         original, but all such counterparts shall together constitute one and
         the same instrument.


18.      Severability

         Whenever possible, each provision of this Agreement shall be
         interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement shall be
         unenforceable or invalid under applicable law, such provision shall be
         ineffective only to the extent of such unenforceability or invalidity
         and be replaced by such valid and enforceable provision which the
         parties bona fide consider to match as closely as possible the invalid
         or unenforceable provision, attaining the same or a similar economic
         effect. The remaining


                                       17

<PAGE>   18

         provisions of this Agreement shall under all circumstances continue to
         be binding and in full force and effect.



                                       18
<PAGE>   19



           If the foregoing is in accordance with your understanding, please
sign and return to us six counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Managers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Managers and the
Company.


                                           Very truly yours,


                                           e-centives, Inc.



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


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



Accepted as of the date hereof:


swissfirst Bank AG




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


PICTET & CIE




By:
       --------------------------
       Duly Authorized Attorneys

                                       19

<PAGE>   20



                                                                      SCHEDULE 1





<TABLE>
<CAPTION>
                               Number of
                               New Shares
                            to be purchased
----------------------------------------------------------------------------------
<S>                        <C>                        <C>
swissfirst Bank AG                    3,200,000
----------------------------------------------------------------------------------
Pictet & Cie                    500,000
----------------------------------------------------------------------------------
</TABLE>



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