NEW FOCUS INC
S-1, EX-1.1, 2000-07-28
SEMICONDUCTORS & RELATED DEVICES
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                                                                     EXHIBIT 1.1


                                4,025,000 SHARES

                                 NEW FOCUS, INC.

                                  COMMON STOCK


                             UNDERWRITING AGREEMENT


                                                                   July __, 2000

Credit Suisse First Boston Corporation
Chase Securities, Inc.
CIBC World Markets
U.S. Bancorp Piper Jaffray, Inc.
Dain Rauscher Incorporated
Epoch Securities, Inc.
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629

Dear Sirs:

        1. Introductory. New Focus, Inc., a Delaware corporation ("Company"),
proposes to issue and sell 3,500,000 shares ("Firm Securities") of its common
stock ("Securities"). The Company also proposes to issue and sell to the
Underwriters, at the option of the Underwriters, an aggregate of not more than
525,000 additional shares (such 525,000 shares being hereinafter referred to as
the "Optional Securities"). The Firm Securities and the Optional Securities are
herein collectively called the "Offered Securities". The Company hereby agrees
with the several Underwriters named in Schedule A hereto ("Underwriters") as
follows:

        2. Representations and Warranties of the Company.  The Company
represents and warrants to, and agrees with, the several Underwriters
that:

                (a) A registration statement (No. 333- _____) relating to the
        Offered Securities, including a form of prospectus, has been filed with
        the Securities and Exchange Commission ("Commission") and either (i) has
        been declared effective under the Securities Act of 1933 ("Act") and is
        not proposed to be amended or (ii) is proposed to be amended by
        amendment or post-effective amendment. If such registration statement
        ("initial registration statement") has been declared effective, either
        (i) an additional registration statement ("additional registration
        statement") relating to the Offered

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        Securities may have been filed with the Commission pursuant to Rule
        462(b) ("Rule 462(b)") under the Act and, if so filed, has become
        effective upon filing pursuant to such Rule and the Offered Securities
        all have been duly registered under the Act pursuant to the initial
        registration statement and, if applicable, the additional registration
        statement or (ii) such an additional registration statement is proposed
        to be filed with the Commission pursuant to Rule 462(b) and will become
        effective upon filing pursuant to such Rule and upon such filing the
        Offered Securities will all have been duly registered under the Act
        pursuant to the initial registration statement and such additional
        registration statement. If the Company does not propose to amend the
        initial registration statement or if an additional registration
        statement has been filed and the Company does not propose to amend it,
        and if any post-effective amendment to either such registration
        statement has been filed with the Commission prior to the execution and
        delivery of this Agreement, the most recent amendment (if any) to each
        such registration statement has been declared effective by the
        Commission or has become effective upon filing pursuant to Rule 462(c)
        ("Rule 462(c)") under the Act or, in the case of the additional
        registration statement, Rule 462(b). For purposes of this Agreement,
        "Effective Time" with respect to the initial registration statement or,
        if filed prior to the execution and delivery of this Agreement, the
        additional registration statement means (i) if the Company has advised
        the Representatives that it does not propose to amend such registration
        statement, the date and time as of which such registration statement, or
        the most recent post-effective amendment thereto (if any) filed prior to
        the execution and delivery of this Agreement, was declared effective by
        the Commission or has become effective upon filing pursuant to Rule
        462(c), or (ii) if the Company has advised the Representatives that it
        proposes to file an amendment or post-effective amendment to such
        registration statement, the date and time as of which such registration
        statement, as amended by such amendment or post-effective amendment, as
        the case may be, is declared effective by the Commission. If an
        additional registration statement has not been filed prior to the
        execution and delivery of this Agreement but the Company has advised the
        Representatives that it proposes to file one, "Effective Time" with
        respect to such additional registration statement means the date and
        time as of which such registration statement is filed and becomes
        effective pursuant to Rule 462(b). "Effective Date" with respect to the
        initial registration statement or the additional registration statement
        (if any) means the date of the Effective Time thereof. The initial
        registration statement, as amended at its Effective Time, including all
        information contained in the additional registration statement (if any)
        and deemed to be a part of the initial registration statement as of the
        Effective Time of the additional registration statement pursuant to the
        General Instructions of the Form S-1 and including all information (if
        any) deemed to be a part of the initial registration statement as of its
        Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act,
        is hereinafter referred to as the "Initial Registration Statement". The
        additional registration statement, as amended at its Effective Time,
        including the contents of the initial registration statement
        incorporated by reference therein and including all information (if any)
        deemed to be a part of the additional registration statement as of its
        Effective Time pursuant to Rule 430A(b), is hereinafter referred to as
        the "Additional Registration Statement". The Initial Registration
        Statement and the Additional Registration Statement are herein referred
        to collectively as the "Registration Statements" and individually as a
        "Registration Statement". The form of prospectus relating to the


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        Offered Securities, as first filed with the Commission pursuant to and
        in accordance with Rule 424(b) ("Rule 424(b)") under the Act or (if no
        such filing is required) as included in a Registration Statement, is
        hereinafter referred to as the "Prospectus". No document has been or
        will be prepared or distributed in reliance on Rule 434 under the Act.

               (b) If the Effective Time of the Initial Registration Statement
        is prior to the execution and delivery of this Agreement: (i) on the
        Effective Date of the Initial Registration Statement, the Initial
        Registration Statement conformed in all material respects to the
        requirements of the Act and the rules and regulations of the Commission
        promulgated thereunder ("Rules and Regulations") and did not include any
        untrue statement of a material fact or omit to state any material fact
        required to be stated therein or necessary to make the statements
        therein not misleading, (ii) on the Effective Date of the Additional
        Registration Statement (if any), each Registration Statement conformed,
        or will conform, in all material respects to the requirements of the Act
        and the Rules and Regulations and did not include, or will not include,
        any untrue statement of a material fact and did not omit, or will not
        omit, to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading and (iii) on the
        date of this Agreement, the Initial Registration Statement and, if the
        Effective Time of the Additional Registration Statement is prior to the
        execution and delivery of this Agreement, the Additional Registration
        Statement each conforms, and at the time of filing of the Prospectus
        pursuant to Rule 424(b) or (if no such filing is required) at the
        Effective Date of the Additional Registration Statement in which the
        Prospectus is included, each Registration Statement and the Prospectus
        will conform, in all material respects to the requirements of the Act
        and the Rules and Regulations, and neither of such documents includes,
        or will include, any untrue statement of a material fact or omits, or
        will omit, to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading. If the
        Effective Time of the Initial Registration Statement is subsequent to
        the execution and delivery of this Agreement: on the Effective Date of
        the Initial Registration Statement, the Initial Registration Statement
        and the Prospectus will conform in all material respects to the
        requirements of the Act and the Rules and Regulations, neither of such
        documents will include any untrue statement of a material fact or will
        omit to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading, and no
        Additional Registration Statement has been or will be filed. The two
        preceding sentences do not apply to statements in or omissions from a
        Registration Statement or the Prospectus based upon written information
        furnished to the Company by any Underwriter through the Representatives
        specifically for use therein, it being understood and agreed that the
        only such information is that described as such in Section 7(c) hereof.

                (c) The Company has been duly incorporated and is an existing
        corporation in good standing under the laws of the State of Delaware,
        with power and authority (corporate and other) to own its properties and
        conduct its business as described in the Prospectus; and the Company is
        duly qualified to do business as a foreign corporation in good standing
        in all other jurisdictions in which its ownership or lease of property
        or the conduct of its business requires such qualification, except where
        the failure to so qualify would not have a material adverse effect on
        the condition (financial or other), business,


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        properties, or results of operations of the Company and its subsidiaries
        taken as a whole (a "Material Adverse Effect").

                (d) Each subsidiary of the Company has been duly incorporated
        and is an existing corporation in good standing under the laws of the
        jurisdiction of its incorporation, with power and authority (corporate
        and other) to own its properties and conduct its business as described
        in the Prospectus; and each subsidiary of the Company is duly qualified
        to do business as a foreign corporation in good standing in all other
        jurisdictions in which its ownership or lease of property or the conduct
        of its business requires such qualification; all of the issued and
        outstanding capital stock of each subsidiary of the Company has been
        duly authorized and validly issued and is fully paid and nonassessable;
        and the capital stock of each subsidiary owned by the Company, directly
        or through subsidiaries, is owned free from liens, encumbrances and
        defects.

                (e) The Offered Securities and all other outstanding shares of
        capital stock of the Company have been duly authorized; all outstanding
        shares of capital stock of the Company are, and, when the Offered
        Securities have been delivered and paid for in accordance with this
        Agreement on each Closing Date (as defined below), such Offered
        Securities will have been, validly issued, fully paid and nonassessable
        and will conform to the description thereof contained in the Prospectus;
        and the stockholders of the Company have no preemptive rights with
        respect to the Securities.

                (f) Except as disclosed in the Prospectus, there are no
        contracts, agreements or understandings between the Company and any
        person that would give rise to a valid claim against the Company or any
        Underwriter for a brokerage commission, finder's fee or other like
        payment in connection with this offering.

                (g) Except as disclosed in the Prospectus, there are no
        contracts, agreements or understandings between the Company and any
        person granting such person the right to require the Company to file a
        registration statement under the Act with respect to any securities of
        the Company owned or to be owned by such person or to require the
        Company to include such securities in the securities registered pursuant
        to a Registration Statement or in any securities being registered
        pursuant to any other registration statement filed by the Company under
        the Act.

                (h) The Offered Securities have been approved for quotation on
        the Nasdaq Stock Market's National Market subject to notice of issuance.

                (i) No consent, approval, authorization, or order of, or filing
        with, any governmental agency or body or any court is required for the
        consummation of the transactions contemplated by this Agreement in
        connection with the issuance and sale of the Offered Securities by the
        Company, except such as have been obtained and made under the Act and
        such as may be required under state securities laws.

                (j) The execution, delivery and performance of this Agreement,
        and the issuance and sale of the Offered Securities will not result in a
        breach or violation of any of the terms and provisions of, or constitute
        a default under, any statute, any rule,


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        regulation or order of any governmental agency or body or any court,
        domestic or foreign, having jurisdiction over the Company or any
        subsidiary of the Company or any of their properties, or any material
        agreement or instrument to which the Company or any such subsidiary is a
        party or by which the Company or any such subsidiary is bound or to
        which any of the properties of the Company or any such subsidiary is
        subject (except where any such breaches, violations or defaults
        individually or in the aggregate would not have a Material Adverse
        Effect), or the charter or by-laws of the Company or any such
        subsidiary, and the Company has full power and authority to authorize,
        issue and sell the Offered Securities as contemplated by this Agreement.

                (k) This Agreement has been duly authorized, executed and
        delivered by the Company.

                (l) Except as disclosed in the Prospectus, the Company and its
        subsidiaries have good and marketable title to all real properties and
        all other properties and assets owned by them, in each case free from
        liens, encumbrances and defects that would materially affect the value
        thereof or materially interfere with the use made or to be made thereof
        by them; and except as disclosed in the Prospectus, the Company and its
        subsidiaries hold any leased real or personal property under valid and
        enforceable leases with no exceptions that would materially interfere
        with the use made or to be made thereof by them.

                (m) The Company and its subsidiaries possess adequate
        certificates, authorities or permits issued by appropriate governmental
        agencies or bodies necessary to conduct the business now operated by
        them and have not received any notice of proceedings relating to the
        revocation or modification of any such certificate, authority or permit
        that, if determined adversely to the Company or any of its subsidiaries,
        would individually or in the aggregate have a Material Adverse Effect.

                (n) No labor dispute with the employees of the Company or any
        subsidiary exists or, to the knowledge of the Company, is imminent that
        might have a Material Adverse Effect.

                (o) The Company and its subsidiaries own, possess or can acquire
        on reasonable terms, adequate trademarks, trade names and other rights
        to inventions, know-how, patents, copyrights, confidential information
        and other intellectual property (collectively, "Intellectual Property
        Rights") necessary to conduct the business now operated by them, or
        presently employed by them, and except as disclosed in the Prospectus
        have not received any notice of infringement of or conflict with
        asserted rights of others with respect to any Intellectual Property
        Rights that, if determined adversely to the Company or any of its
        subsidiaries, would individually or in the aggregate have a Material
        Adverse Effect.

                (p) Except as disclosed in the Prospectus, neither the Company
        nor any of its subsidiaries (i) is in violation of any statute, any
        rule, regulation, decision or order of any governmental agency or body
        or any court, domestic or foreign, relating to the use, disposal or
        release of hazardous or toxic substances or relating to the protection
        or


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        restoration of the environment or human exposure to hazardous or toxic
        substances (collectively, "environmental laws"), (ii) owns or operates
        any real property contaminated with any substance that is subject to any
        environmental laws, (iii) is liable for any off-site disposal or
        contamination pursuant to any environmental laws, or (iv) is subject to
        any claim relating to any environmental laws, which violation,
        contamination, liability or claim would individually or in the aggregate
        have a Material Adverse Effect; and the Company is not aware of any
        pending investigation which might lead to such a claim.

                (q) Except as disclosed in the Prospectus, there are no pending
        actions, suits or proceedings against or affecting the Company, any of
        its subsidiaries or any of their respective properties that, if
        determined adversely to the Company or any of its subsidiaries, would
        individually or in the aggregate have a Material Adverse Effect, or
        would materially and adversely affect the ability of the Company to
        perform its obligations under this Agreement, or which are otherwise
        material in the context of the sale of the Offered Securities; and, no
        such actions, suits or proceedings are, to the Company's knowledge,
        threatened or contemplated.

                (r) The financial statements included in each Registration
        Statement and the Prospectus present fairly the financial position of
        the Company and its consolidated subsidiaries as of the dates shown and
        their results of operations and cash flows for the periods shown, and
        such financial statements have been prepared in conformity with the
        generally accepted accounting principles in the United States applied on
        a consistent basis and the schedules included in each Registration
        Statement present fairly the information required to be stated therein.

                (s) Except as disclosed in the Prospectus, since the date of the
        latest audited financial statements included in the Prospectus there has
        been no material adverse change, nor any development or event involving
        a prospective material adverse change in the condition (financial or
        other), business, properties or results of operations of the Company and
        its subsidiaries taken as a whole, and, except as disclosed in or
        contemplated by the Prospectus, there has been no dividend or
        distribution of any kind declared, paid or made by the Company on any
        class of its capital stock.

                (t) The Company is not and, after giving effect to the offering
        and sale of the Offered Securities and the application of the proceeds
        thereof as described in the Prospectus, will not be an "investment
        company" as defined in the Investment Company Act of 1940.

        3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company, at a purchase price of $_____ per share, the respective
numbers of shares of Firm Securities set forth opposite the names of the
Underwriters in Schedule A hereto.


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        The Company will deliver the Firm Securities to the Representatives for
the accounts of the Underwriters, against payment of the purchase price in
Federal (same day) funds by official bank check or checks or wire transfer to an
account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC")
drawn to the order of the Company at the office of Wilson Sonsini Goodrich &
Rosati, P.C., 650 Page Mill Road Palo Alto, California 94304, at 6:00 A.M., New
York time, on July __, 2000, or at such other time not later than seven full
business days thereafter as CSFBC and the Company determine, such time being
herein referred to as the "First Closing Date". For purposes of Rule 15c6-1
under the Securities Exchange Act of 1934, the First Closing Date (if later than
the otherwise applicable settlement date) shall be the settlement date for
payment of funds and delivery of securities for all the Offered Securities sold
pursuant to the offering. The certificates for the Firm Securities to be
delivered will be in definitive form, in such denominations and registered in
such names as CSFBC requests and will be made available for checking and
packaging at the office of Wilson, Sonsini, Goodrich & Rosati, P.C. at least 24
hours prior to the First Closing Date.

        In addition, upon written notice from CSFBC given to the Company from
time to time not more than 30 days subsequent to the date of the Prospectus, the
Underwriters may purchase all or less than all of the Optional Securities at the
purchase price per Security to be paid for the Firm Securities. The Company
agrees to sell to the Underwriters the respective numbers of Optional Securities
obtained by multiplying the number of Optional Securities specified in such
notice by a fraction the numerator of which is 525,000 and the denominator of
which is the total number of Optional Securities (subject to adjustment by CSFBC
to eliminate fractions). Such Optional Securities shall be purchased from the
Company for the account of each Underwriter in the same proportion as the number
of Firm Securities set forth opposite such Underwriter's name bears to the total
number of Firm Securities (subject to adjustment by CSFBC to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC to the Company.

        Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company will deliver the
Optional Securities being purchased on each Optional Closing Date to the
Representative for the accounts of the several Underwriters, against payment of
the purchase price therefor in Federal (same day) funds by official bank check
or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to
the order of the Company at the office of Wilson Sonsini Goodrich & Rosati, P.C.
The certificates for the Optional Securities being purchased on each Optional
Closing Date will be in definitive form, in such denominations and registered in
such names as CSFBC requests upon reasonable notice prior to such Optional
Closing Date and will be made available for checking and packaging at the office
of Wilson Sonsini Goodrich & Rosati, P.C. a reasonable time in advance of such
Optional Closing Date.


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        4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

        5. Certain Agreements of the Company. The Company agrees with the
several Underwriters that:

                (a) If the Effective Time of the Initial Registration Statement
        is prior to the execution and delivery of this Agreement, the Company
        will file the Prospectus with the Commission pursuant to and in
        accordance with:

            Subparagraph (1) (or, if applicable and if consented to by CSFBC,
subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second
business day following the execution and delivery of this Agreement or (B) the
fifteenth business day after the Effective Date of the Initial Registration
Statement.

        The Company will advise CSFBC promptly of any such filing pursuant to
        Rule 424(b). If the Effective Time of the Initial Registration Statement
        is prior to the execution and delivery of this Agreement and an
        additional registration statement is necessary to register a portion of
        the Offered Securities under the Act but the Effective Time thereof has
        not occurred as of such execution and delivery, the Company will file
        the additional registration statement or, if filed, will file a
        post-effective amendment thereto with the Commission pursuant to and in
        accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on
        the date of this Agreement or, if earlier, on or prior to the time the
        Prospectus is printed and distributed to any Underwriter, or will make
        such filing at such later date as shall have been consented to by CSFBC.

                (b) The Company will advise CSFBC promptly of any proposal to
        amend or supplement the initial or any additional registration statement
        as filed or the related prospectus or the Initial Registration
        Statement, the Additional Registration Statement (if any) or the
        Prospectus and will not effect such amendment or supplementation without
        CSFBC's consent, and the Company will also advise CSFBC promptly of the
        effectiveness of each Registration Statement (if its Effective Time is
        subsequent to the execution and delivery of this Agreement) and of any
        amendment or supplementation of a Registration Statement or the
        Prospectus and of the institution by the Commission of any stop order
        proceedings in respect of a Registration Statement and will use its best
        efforts to prevent the issuance of any such stop order and to obtain as
        soon as possible its lifting, if issued.

                (c) If, at any time when a prospectus relating to the Offered
        Securities is required to be delivered under the Act in connection with
        sales by any Underwriter or dealer, any event occurs as a result of
        which the Prospectus as then amended or supplemented would include an
        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, or if it is
        necessary at any time to amend the Prospectus to comply with the Act,
        the Company will promptly notify CSFBC of such event and will promptly
        prepare and file with the Commission, at its own expense, an amendment
        or supplement which will correct such statement or omission or an


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        amendment which will effect such compliance. Neither CSFBC's consent to,
        nor the Underwriters' delivery of, any such amendment or supplement
        shall constitute a waiver of any of the conditions set forth in Section
        6.

                (d) As soon as practicable, but not later than the Availability
        Date (as defined below), the Company will make generally available to
        its security holders an earnings statement covering a period of at least
        12 months beginning after the Effective Date of the Initial Registration
        Statement (or, if later, the Effective Date of the Additional
        Registration Statement) which will satisfy the provisions of Section
        11(a) of the Act. For the purpose of the preceding sentence,
        "Availability Date" means the 45th day after the end of the fourth
        fiscal quarter following the fiscal quarter that includes such Effective
        Date, except that, if such fourth fiscal quarter is the last quarter of
        the Company's fiscal year, "Availability Date" means the 90th day after
        the end of such fourth fiscal quarter.

                (e) The Company will furnish to the Representatives copies of
        each Registration Statement (4 of which will be signed and will include
        all exhibits), each related preliminary prospectus, and, so long as a
        prospectus relating to the Offered Securities is required to be
        delivered under the Act in connection with sales by any Underwriter or
        dealer, the Prospectus and all amendments and supplements to such
        documents, in each case in such quantities as CSFBC requests. The
        Prospectus shall be so furnished on or prior to 3:00 P.M., New York
        time, on the business day following the later of the execution and
        delivery of this Agreement or the Effective Time of the Initial
        Registration Statement. All other documents shall be so furnished as
        soon as available. The Company will pay the expenses of printing and
        distributing to the Underwriters all such documents.

                (f) The Company will arrange for the qualification of the
        Offered Securities for sale under the laws of such jurisdictions as
        CSFBC designates and will continue such qualifications in effect so long
        as required for the distribution of the Offered Securities.

                (g) During the period of 5 years hereafter, the Company will
        furnish to the Representatives and, upon request, to each of the other
        Underwriters, as soon as practicable after the end of each fiscal year,
        a copy of its annual report to stockholders for such year; and the
        Company will furnish to the Representatives (i) as soon as available, a
        copy of each report and any definitive proxy statement of the Company
        filed with the Commission under the Securities Exchange Act of 1934 (the
        "Exchange Act") or mailed to stockholders, and (ii) from time to time,
        such other information concerning the Company as CSFBC may reasonably
        request.

                (h) The Company will pay all expenses incident to the
        performance of its obligations under this Agreement, for any filing fees
        and other expenses (including fees and disbursements of counsel)
        incurred in connection with qualification of the Offered Securities for
        sale under the laws of such jurisdictions as CSFBC designates and the
        printing of memoranda relating thereto for the filing fee incident to,
        and the reasonable fees and disbursements of counsel to the Underwriters
        in connection with, the review by the National Association of Securities
        Dealers, Inc. (the "NASD") of the Offered Securities, for any travel
        expenses of the Company's officers and employees and any


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        other expenses of the Company in connection with attending or hosting
        meetings with prospective purchasers of the Offered Securities, and for
        expenses incurred in distributing preliminary prospectuses and the
        Prospectus (including any amendments and supplements thereto) to the
        Underwriters.

                (i) For a period of 180 days after the effective date of the
        Registration Statement, the Company will not offer, sell, contract to
        sell, pledge or otherwise dispose of, directly or indirectly, or file
        with the Commission a registration statement under the Act relating to,
        any additional shares of its Securities or securities convertible into
        or exchangeable or exercisable for any shares of its Securities, or
        publicly disclose the intention to make any such offer, sale, pledge,
        disposition or filing, without the prior written consent of CSFBC,
        except issuances of Securities pursuant to the conversion or exchange of
        convertible or exchangeable securities or the exercise of warrants or
        options, in each case outstanding on the date hereof, grants of employee
        stock options pursuant to the terms of a plan in effect on the date
        hereof, issuances of Securities pursuant to the exercise of such options
        or the exercise of any other employee stock options outstanding on the
        date hereof; other than a registration statement on Form S-8.

        6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

                (a) The Representatives shall have received a letter, dated the
        date of delivery thereof (which, if the Effective Time of the Initial
        Registration Statement is prior to the execution and delivery of this
        Agreement, shall be on or prior to the date of this Agreement or, if the
        Effective Time of the Initial Registration Statement is subsequent to
        the execution and delivery of this Agreement, shall be prior to the
        filing of the amendment or post-effective amendment to the registration
        statement to be filed shortly prior to such Effective Time), of Ernst &
        Young LLP confirming that they are independent public accountants within
        the meaning of the Act and the applicable published Rules and
        Regulations thereunder and stating to the effect that:

                        (i) in their opinion the financial statements and
                schedules examined by them and included in the Registration
                Statements comply as to form in all material respects with the
                applicable accounting requirements of the Act and the related
                published Rules and Regulations;

                        (ii) on the basis of a reading of the latest available
                interim financial statements of the Company, inquiries of
                officials of the Company who have responsibility for financial
                and accounting matters and other specified procedures, nothing
                came to their attention that caused them to believe that:


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<PAGE>   11
                                (A) at the date of the latest available balance
                        sheet read by such accountants, or at a subsequent
                        specified date not more than three business days prior
                        to the date of this Agreement, there was any change in
                        the capital stock or any increase in short-term
                        indebtedness or long-term debt of the Company and its
                        consolidated subsidiaries or, at the date of the latest
                        available balance sheet read by such accountants, there
                        was any decrease in consolidated net current assets or
                        net assets, as compared with amounts shown on the latest
                        balance sheet included in the Prospectus; or

                                (B) for the period from the closing date of the
                        latest income statement included in the Prospectus to
                        the closing date of the latest available income
                        statement read by such accountants there were any
                        decreases, as compared with the corresponding period of
                        the previous year in consolidated net sales or increases
                        in net loss, except in all cases set forth in clauses
                        (A) and (B) above for changes, increases or decreases
                        which the Prospectus discloses have occurred or may
                        occur or which are described in such letter; and

                        (iii) they have compared specified dollar amounts (or
                percentages derived from such dollar amounts) and other
                financial information contained in the Registration Statements
                (in each case to the extent that such dollar amounts,
                percentages and other financial information are derived from the
                general accounting records of the Company and its subsidiaries
                subject to the internal controls of the Company's accounting
                system or are derived directly from such records by analysis or
                computation) with the results obtained from inquiries, a reading
                of such general accounting records and other procedures
                specified in such letter and have found such dollar amounts,
                percentages and other financial information to be in agreement
                with such results, except as otherwise specified in such letter.

        For purposes of this subsection 6(a), (i) if the Effective Time of the
        Initial Registration Statement is subsequent to the execution and
        delivery of this Agreement, "Registration Statements" shall mean the
        initial registration statement as proposed to be amended by the
        amendment or post-effective amendment to be filed shortly prior to its
        Effective Time, (ii) if the Effective Time of the Initial Registration
        Statement is prior to the execution and delivery of this Agreement but
        the Effective Time of the Additional Registration is subsequent to such
        execution and delivery, "Registration Statements" shall mean the Initial
        Registration Statement and the additional registration statement as
        proposed to be filed or as proposed to be amended by the post-effective
        amendment to be filed shortly prior to its Effective Time, and (iii)
        "Prospectus" shall mean the prospectus included in the Registration
        Statements.

                (b) If the Effective Time of the Initial Registration Statement
        is not prior to the execution and delivery of this Agreement, such
        Effective Time shall have occurred not later than 10:00 P.M., New York
        time, on the date of this Agreement or such later date as shall have
        been consented to by CSFBC. If the Effective Time of the Additional
        Registration Statement (if any) is not prior to the execution and
        delivery of this


                                       11
<PAGE>   12
        Agreement, such Effective Time shall have occurred not later than 10:00
        P.M., New York time, on the date of this Agreement or, if earlier, the
        time the Prospectus is printed and distributed to any Underwriter, or
        shall have occurred at such later date as shall have been consented to
        by CSFBC. If the Effective Time of the Initial Registration Statement is
        prior to the execution and delivery of this Agreement, the Prospectus
        shall have been filed with the Commission in accordance with the Rules
        and Regulations and Section 5(a) of this Agreement. Prior to such
        Closing Date, no stop order suspending the effectiveness of a
        Registration Statement shall have been issued and no proceedings for
        that purpose shall have been instituted or, to the knowledge of the
        Company or the Representatives, shall be contemplated by the Commission.

                (c) Subsequent to the execution and delivery of this Agreement,
        there shall not have occurred (i) any change, or any development or
        event involving a prospective change, in the condition (financial or
        other), business, properties or results of operations of the Company and
        its subsidiaries taken as one enterprise which, in the judgment of a
        majority in interest of the Underwriters including the Representatives,
        is material and adverse and makes it impractical or inadvisable to
        proceed with completion of the public offering or the sale of and
        payment for the Offered Securities; (ii) any downgrading in the rating
        of any debt securities of the Company by any "nationally recognized
        statistical rating organization" (as defined for purposes of Rule 436(g)
        under the Act), or any public announcement that any such organization
        has under surveillance or review its rating of any debt securities of
        the Company (other than an announcement with positive implications of a
        possible upgrading, and no implication of a possible downgrading, of
        such rating); (iii) any material suspension or material limitation of
        trading in securities generally on the New York Stock Exchange or the
        Nasdaq Stock Market's National Market, or any setting of minimum prices
        for trading on such exchange, or any suspension of trading of any
        securities of the Company on any exchange or in the over-the-counter
        market; (iv) any banking moratorium declared by U.S. Federal or, New
        York authorities; or (v) any outbreak or escalation of major hostilities
        in which the United States is involved, any declaration of war by
        Congress or any other substantial national or international calamity or
        emergency if, in the judgment of a majority in interest of the
        Underwriters including the Representatives, the effect of any such
        outbreak, escalation, declaration, calamity or emergency makes it
        impractical or inadvisable to proceed with completion of the public
        offering or the sale of and payment for the Offered Securities.

                (d) The Representatives shall have received an opinion, dated
        such Closing Date, of Wilson Sonsini Goodrich & Rosati, Professional
        Corporation, counsel for the Company, to the effect that:

                        (i) The Company has been duly incorporated and is an
                existing corporation in good standing under the laws of the
                State of Delaware, with corporate power and authority to own its
                properties and conduct its business as described in the
                Prospectus; and the Company is duly qualified to do business as
                a foreign corporation in good standing in all other
                jurisdictions in the United States in which its ownership or
                lease of property or the conduct of its business requires such
                qualification except where the failure to do so would not have a
                Material Adverse Effect on the Company;


                                       12
<PAGE>   13
                        (ii) The Offered Securities delivered on such Closing
                Date and all other outstanding shares of the Common Stock of the
                Company have been duly authorized and validly issued, are fully
                paid and nonassessable and conform to the description thereof
                contained in the Prospectus; and the stockholders of the Company
                have no preemptive rights pursuant to the Company's Certificate
                of Incorporation or by-laws, and, to the best of such counsel's
                knowledge, the stockholders of the Company do not have any
                contractual or other preemptive rights with respect to the
                Securities;

                        (iii) Except as disclosed in the Prospectus, there are
                no contracts, agreements or understandings known to such counsel
                between the Company and any person granting such person the
                right to require the Company to file a registration statement
                under the Act with respect to any securities of the Company
                owned or to be owned by such person or to require the Company to
                include such securities in the securities registered pursuant to
                the Registration Statement or in any securities being registered
                pursuant to any other registration statement filed by the
                Company under the Act;

                        (iv) The Company is not and, after giving effect to the
                offering and sale of the Offered Securities and the application
                of the proceeds thereof as described in the Prospectus, will not
                be an "investment company" as defined in the Investment Company
                Act of 1940.

                        (v) No consent, approval, authorization or order of, or
                filing with, any governmental agency or body or any court is
                required for the consummation of the transactions contemplated
                by this Agreement in connection with the issuance or sale of the
                Offered Securities by the Company (other than as may be required
                by the NASD or as required by the securities and Blue Sky laws
                of the various states and other jurisdictions, as to which such
                counsel need not express any opinion), except such as have been
                obtained and made under the Act;

                         (vi) The execution, delivery and performance of this
                 Agreement and the issuance and sale of the Offered Securities
                 will not result in a breach or violation of any of the terms
                 and provisions of, or constitute a default under, any statute,
                 any rule, regulation or order of any governmental agency or
                 body or any court having jurisdiction over the Company or any
                 domestic subsidiary of the Company or any of their properties
                 (except that such counsel need express no opinion with regard
                 to the securities and Blue Sky laws of the various states and
                 other jurisdictions to which the issuance and sale of the
                 Offered Securities may be subject), or any agreement or
                 instrument to which the Company or any such domestic subsidiary
                 is a party or by which the Company or any such domestic
                 subsidiary is bound or to which any of the properties of the
                 Company or any such domestic subsidiary is subject, or the
                 charter or by-laws of the Company or any such domestic
                 subsidiary, and the Company has full power and authority to
                 authorize, issue and sell the Offered Securities as
                 contemplated by this Agreement;



                                       13
<PAGE>   14
                        (vii) The Initial Registration Statement was declared
                effective under the Act as of the date and time specified in
                such opinion, the Additional Registration Statement (if any) was
                filed and became effective under the Act as of the date and time
                (if determinable) specified in such opinion, the Prospectus
                either was filed with the Commission pursuant to the
                subparagraph of Rule 424(b) specified in such opinion on the
                date specified therein or was included in the Initial
                Registration Statement or the Additional Registration Statement
                (as the case may be), and, to the best of the knowledge of such
                counsel, no stop order suspending the effectiveness of a
                Registration Statement or any part thereof has been issued and
                no proceedings for that purpose have been instituted or are
                pending or contemplated under the Act, and each Registration
                Statement and the Prospectus, and each amendment or supplement
                thereto (other than the financial statements and related
                schedules and financial data therein, as to which such counsel
                need express no opinion), as of their respective effective or
                issue dates, complied as to form in all material respects with
                the requirements of the Act and the Rules and Regulations. Such
                counsel's opinion shall also state that although they do not
                assume any responsibility for the accuracy, completeness or
                fairness of the statements contained in the Registration
                Statement or Prospectus, except for those referred to below, no
                facts have come to their attention that have caused them to
                believe that any part of a Registration Statement or any
                amendment thereto (other than the financial statements and
                related schedules and financial date therein, as to which such
                counsel need express no opinion), as of its effective date or as
                of such Closing Date, contained any untrue statement of a
                material fact or omitted to state any material fact required to
                be stated therein or necessary to make the statements therein
                not misleading or that the Prospectus or any amendment or
                supplement thereto (other than the financial statements and
                related schedules and financial date therein, as to which such
                counsel need express no opinion), as of its issue date or as of
                such Closing Date, contained any untrue statement of a material
                fact or omitted 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; the descriptions in
                the Registration Statements and Prospectus of statutes, legal
                and governmental proceedings and contracts are accurate and
                fairly present the information required to be shown under the
                Act and the Rules and Regulations (it being understood that such
                counsel need express no opinion as to the descriptions under the
                headings "Notice to Canadian Residents" and Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations - Recent Accounting Pronouncements"); nor does such
                counsel know of any legal or governmental proceedings required
                to be described in a Registration Statement or the Prospectus
                which are not described in all material respects therein as
                required nor does such counsel know of any contracts or
                documents of a character required to be described in a
                Registration Statement or the Prospectus or to be filed as
                exhibits to a Registration Statement which are not described in
                all material respects therein and filed as required; and

                        (viii) This Agreement has been duly authorized, executed
                and delivered by the Company.


                                       14
<PAGE>   15
                (e) The Representatives shall have received an opinion, dated
        such Closing Date, of each of Cary & Kelly, L.P., Wilson Sonsini
        Goodrich & Rosati, and Sierra Patent Group, each patent counsel for the
        Company, to the effect that:

                        (i) The Company is listed in the records of the United
                States Patent and Trademark Office as the holder of record of
                the patents listed on a schedule to such opinion (the "Patents")
                and each of the applications listed on a schedule to such
                opinion (the "Applications"). To the knowledge of such counsel,
                there are no claims of third parties to any ownership interest
                or lien with respect to any of the Patents or Applications. Such
                counsel is not aware of any material defect in form in the
                preparation or filing of the Applications on behalf of the
                Company. To the knowledge of such counsel, the Applications are
                being pursued by the Company. To the knowledge of such counsel,
                the Company owns as its sole property the Patents and pending
                Applications;

                        (ii) The Company is listed as the sole holder of record
                of the foreign patents listed on a schedule to such opinion (the
                "Foreign Patents") and each of the applications filed in a
                foreign jurisdiction listed on a schedule to such opinion (the
                "Foreign Applications") is listed in the appropriate records of
                each foreign jurisdiction. Such counsel knows of no claims of
                third parties to any ownership interest or lien with respect to
                the Foreign Patents or Foreign Applications. Such counsel is not
                aware of any material defect of form in the preparation or
                filing of the Foreign Applications on behalf of the Company. To
                the knowledge of such counsel, the Foreign Applications are
                being pursued by the Company. To the knowledge of such counsel,
                the Company owns as its sole property the Foreign Patents and
                pending Foreign Applications;

                        (iii) Such counsel knows of no reason why the Patents or
                Foreign Patents are not valid as issued. Such counsel has no
                knowledge of any reason why any patent to be issued as a result
                of any Application or Foreign Application would not be valid or
                would not afford the Company useful patent protection with
                respect thereto;

                        (iv) As to the statements under the captions "Risk
                Factors -- We may not be able to protect our proprietary
                technology, which would seriously harm our ability to use our
                proprietary technology to generate revenue," which could
                adversely affect our ability to manufacture and sell our
                products. "-- We could become subject to litigation regarding
                intellectual property rights, which could be costly and subject
                us to significant liability. "-- Necessary licenses of
                third-party technology may not be available to us or may be very
                expensive" and "Business -- Intellectual Property" nothing has
                come to the attention of such counsel which caused them to
                believe that the above-mentioned sections of the Registration
                Statement and any amendment or supplement thereto made available
                and reviewed by such counsel, Effective Time and at all times
                subsequent thereto up to and on the Closing Date and on any
                later date on which Optional Securities are to be purchased,
                contained any untrue statement of a material fact or omitted to
                state a material fact required to be stated therein or necessary
                to make the


                                       15
<PAGE>   16
                statements therein, in light of the circumstances under which
                they were made, not misleading; and

                        (v) Such counsel knows of no material action, suit,
                claim or proceeding relating to patents, patent rights or
                licenses, trademarks or trademark rights, copyrights,
                collaborative research, licenses or royalty arrangements or
                agreements or trade secrets, know-how or proprietary techniques,
                including processes and substances, owned by or affecting the
                business or operations of the Company which are pending or
                threatened against the Company or any of its officers or
                directors.

                (f) The Representatives shall have received an opinion, dated
        such Closing Date, of Weil, Gotshal & Manges LLP, special litigation
        counsel to the Company, to the effect that:

                        (i) As to the statements under the captions "Risk
                Factors - We are currently defending a claim that we have
                infringed Kaifa's intellectual property rights, and if we are
                unsuccessful in defending this claim, we may have to expend a
                substantial amount of resources to make our products
                non-infringing and may have to pay a substantial amount in
                damages," and "Business - Legal Proceedings" nothing has come to
                the attention of such counsel which caused them to believe that
                the above-mentioned sections of the Registration Statement and
                any amendment or supplement thereto made available and reviewed
                by such counsel, Effective Time and at all times subsequent
                thereto up to and on the Closing Date and on any later date on
                which Optional Securities are to be purchased, contained any
                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, in light of the circumstances under
                which they were made, not misleading.

                (g) The Representatives shall have received an opinion, dated
        such closing Date, of C&I Partners, Guangzhou Branch, special counsel to
        the Company, to the effect that:

                        (i) the Company's subsidiary, New Focus Pacific Co.,
                Ltd., in the People's Republic of China is duly formed and
                validly existing as an independent legal person in good standing
                under the laws of the People's Republic of China, and possesses
                civil legal capacity and capacity for civil acts.

                (h) The Representatives shall have received from Brobeck,
        Phleger & Harrison LLP, counsel for the Underwriters, such opinion or
        opinions, dated such Closing Date, with respect to the incorporation of
        the Company, the validity of the Offered Securities delivered on such
        Closing Date, the Registration Statements, the Prospectus and other
        related matters as the Representatives may require, and the Company
        shall have furnished to such counsel such documents as they request for
        the purpose of enabling them to pass upon such matters.


                                       16
<PAGE>   17
                (i) The Representatives shall have received a certificate, dated
        such Closing Date, of the President or any Vice President and a
        principal financial or accounting officer of the Company in which such
        officers, to the best of their knowledge after reasonable investigation,
        shall state that: the representations and warranties of the Company in
        this Agreement are true and correct; the Company has complied with all
        agreements and satisfied all conditions on its part to be performed or
        satisfied hereunder at or prior to such Closing Date; no stop order
        suspending the effectiveness of any Registration Statement has been
        issued and no proceedings for that purpose have been instituted or are
        contemplated by the Commission; the Additional Registration Statement
        (if any) satisfying the requirements of subparagraphs (1) and (3) of
        Rule 462(b) was filed pursuant to Rule 462(b), including payment of the
        applicable filing fee in accordance with Rule 111(a) or (b) under the
        Act, prior to the time the Prospectus was printed and distributed to any
        Underwriter; and, subsequent to the dates of the most recent financial
        statements in the Prospectus, there has been no material adverse change,
        nor any development or event involving a prospective material adverse
        change, in the condition (financial or other), business, properties or
        results of operations of the Company and its subsidiaries taken as a
        whole except as set forth in or contemplated by the Prospectus or as
        described in such certificate.

                (j) The Representatives shall have received a letter, dated such
        Closing Date, of Ernst & Young LLP which meets the requirements of
        subsection (a) of this Section, except that the specified date referred
        to in such subsection will be a date not more than three days prior to
        such Closing Date for the purposes of this subsection.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. CSFBC may in its sole discretion waive on behalf of the Underwriters
compliance with any conditions to the obligations of the Underwriters hereunder,
whether in respect of an Optional Closing Date or otherwise.

        7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and


                                       17
<PAGE>   18
agreed that the only such information furnished by any Underwriter consists of
the information described as such in subsection (b) below; and provided,
further, that with respect to any untrue statement or alleged untrue statement
contained in, or omission or alleged omission from, any preliminary prospectus,
the indemnity contained in this subsection (a) shall not inure to the benefit of
any Underwriter (or to the benefit of any person controlling such Underwriter)
from whom the person asserting any such losses, claims, damages or liabilities
purchased the Offered Securities concerned, to the extent that a prospectus
relating to such Offered Securities was required to be delivered by such
Underwriter under the Act in connection with such purchase and any such loss,
claim, damage or liability results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of such sale of
such Offered Securities to such person, a copy of the Prospectus if the Company
had previously furnished copies thereof to such Underwriters.

(b) Each Underwriter will severally and not jointly indemnify and hold harmless
the Company, its directors and officers and each person, if any who controls the
Company within the meaning of Section 15 of the Act, against any losses, claims,
damages or liabilities to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of (i) the following
information in the Prospectus furnished on behalf of each Underwriter: the
concession and re-allowance figures appearing in the fourth paragraph under the
caption "Underwriting" and the information contained in the twelfth paragraph
under the caption "Underwriting."

(c) Promptly after receipt by an indemnified party under this Section of notice
of the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under subsection
(a) or (b) above, notify the indemnifying party of the commencement thereof; but
the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under
subsection (a) or (b) above. In case any such action is brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other


                                       18
<PAGE>   19
than reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action 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 an
indemnified party.

(d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Offered Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(e) The obligations of the Company under this Section shall be in addition to
any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the Underwriters under
this Section shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company, to each officer of the Company who
has signed a


                                       19
<PAGE>   20
Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act.

        8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on either the
First Closing Date or any Optional Closing Date and the aggregate number of
shares of Offered Securities that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed 10% of the total number of shares
of Offered Securities that the Underwriters are obligated to purchase on such
Closing Date, CSFBC may make arrangements satisfactory to the Company for the
purchase of such Offered Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Underwriters agreed but failed to purchase on such Closing Date. If
any Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC and the Company for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 9 (provided that if such default occurs
with respect to Optional Securities after the First Closing Date, this Agreement
will not terminate as to the Firm Securities or any Optional Securities
purchased prior to such termination). As used in this Agreement, the term
Underwriter includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

        9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Underwriters pursuant to Section 7 shall
remain in effect, and if any Offered Securities have been purchased hereunder
the representations and warranties in Section 2 and all obligations under
Section 5 shall also remain in effect. If the purchase of the Offered Securities
by the Underwriters is not consummated for any reason other than solely because
of the termination of this Agreement pursuant to Section 8 or the occurrence of
any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company
will reimburse the Underwriters for all out-of-pocket expenses (including fees
and disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.

        10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking
Department--Transactions Advisory Group, or, if sent to the


                                       20
<PAGE>   21
Company , will be mailed, delivered or telegraphed and confirmed to it at New
Focus, Inc. 2630 Walsh Avenue, Santa Clara, CA 95051, Attention: Chief Financial
Officer with a copy to Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill
Road, Palo Alto, California 94304 Attention Alisande Rozynko, Esq., provided,
however, that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Underwriter.

        11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.

        12. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representatives jointly or by CSFBC will be binding
upon all the Underwriters.

        13. Counterparts. This Agreement may be executed 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 Agreement.

        14. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
principles of conflicts of laws.

        The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.


                                       21
<PAGE>   22
        If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement between the
Company and the several Underwriters in accordance with its terms.

                                      Very truly yours,

                                      NEW FOCUS, Inc.


                                      By
                                        ----------------------------------------
                                        Name:  Kenneth E. Westrick
                                        Title: President and
                                               Chief Executive Officer


The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.

Credit Suisse First Boston Corporation
Chase Securities, Inc.
U.S. Bancorp Piper Jaffray, Inc.
CIBC World Markets Corp.
Dain Rauscher Incorporated
Epoch Securities, Inc.

Acting on behalf of themselves and as the
Representatives of the several Underwriters


    By  CREDIT SUISSE FIRST BOSTON
        CORPORATION

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


                                       22
<PAGE>   23
                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                                 NUMBER OF
                                                            NUMBER OF             OPTIONAL
 UNDERWRITER                                             FIRM SECURITIES         SECURITIES
 -----------                                             ---------------        -----------
<S>                                                      <C>                    <C>
 Credit Suisse First Boston Corporation
 Chase Securities Inc.
 U.S. Bancorp Piper Jaffray, Inc.
 CIBC World Markets Corp
 Dain Rauscher Incorporated
 Epoch Securities, Inc.
 Total                                                       3,500,000             525,000
</TABLE>


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