EXHIBIT 1.1 ----------- AquaCell Technologies, Inc. 10410 Trademark Street Rancho Cucamonga, CA 91730 UNDERWRITING AGREEMENT ---------------------- Grady & Hatch and Company, Inc. __________, 2000 20 Exchange Place 49th Floor New York, NY 10005...Underwriting Agreement • September 7th, 2000 • Aquacell Technologies Inc • Misc industrial & commercial machinery & equipment • New York
WITNESSETH:Employment Agreement • September 7th, 2000 • Aquacell Technologies Inc • Misc industrial & commercial machinery & equipment • California
Grady & Hatch and Company, Inc. Wall Street Tower 20 Exchange Place 49th Floor New York, New York 10005Selected Dealer Agreement • September 7th, 2000 • Aquacell Technologies Inc • Misc industrial & commercial machinery & equipment
We, as the Underwriter named in the Prospectus dated ___________, 2000 have agreed, subject to the terms and conditions of the Underwriting Agreement dated this date (the "Underwriting Agreement") to purchase from AquaCell Technologies, Inc. (the "Company"), at the prices set forth on the cover of such Prospectus, the above referred to 1,750,000 Shares of Common Stock and, at our option, up to an additional 262,500 shares of Common Stock to cover over-allotments (collectively being called the "Shares"). The Shares and certain of the terms on which they are being purchased and offered are more fully described in the enclosed Prospectus. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request.
EXHIBIT 1.2 ----------- AquaCell Technologies, Inc. 1,750,000 Shares of Common Stock AGREEMENT AMONG UNDERWRITERS ----------------------------Underwriting Agreement • September 7th, 2000 • Aquacell Technologies Inc • Misc industrial & commercial machinery & equipment • New York
