Underwriting Agreement

EXHIBIT 1.1


NETZEE, INC.
COMMON STOCK


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UNDERWRITING AGREEMENT
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November __, 1999


THE ROBINSON-HUMPHREY COMPANY, LLC J.C. BRADFORD & CO. SUNTRUST EQUITABLE SECURITIES CORPORATION As representatives of the several Underwriters named in Schedule I hereto, c/o The Robinson-Humphrey Company, LLC 3333 Peachtree Road, N.E. Atlanta, Georgia 30326


Dear Sirs:


Upon and subject to the terms and conditions set forth below, (i) Netzee, Inc., a Georgia corporation (the "Company"), proposes to issue and sell to the Underwriters named in Schedule I (the "Underwriters") an aggregate of 4,000,000 shares of common stock, without par value ("Common Stock"), of the Company (the "Company Firm Shares"), (ii) the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") propose to sell to the Underwriters an aggregate of 448,155 shares of Common Stock in the respective amounts set forth opposite their names in Schedule II hereto (such shares together with the Company Firm Shares, the "Firm Shares"), and (iii) at the election of the Underwriters, the Company proposes to sell to the Underwriters up to 667,223 additional shares of Common Stock (the "Optional Shares") (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the "Shares").


1. (a) Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Underwriters that:


(i) A registration statement on Form S-1 (File No. 333-87089)
with respect to the Shares, including a prospectus, has been filed by
the Company with, and has been declared effective by, the Securities
and Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act"). After the execution of this Agreement,
the Company will file with the Commission, within the applicable
period specified in Rule 424(b) under the Act, a prospectus in the
form most recently included in an amendment to such registration
statement, with such changes or insertions as are required by Rule
430A or permitted by Rule 424(b) under the Act and as have been
provided to and approved by the Representatives. As used in this
Agreement, the term "Registration Statement" means such registration
statement, as amended at the time when it was declared effective,
including all financial statement schedules and exhibits thereto and
including any information omitted therefrom pursuant to Rule 430A
under the Act and included in the Prospectus (as hereinafter defined);
the term "Preliminary Prospectus" means each prospectus subject to
completion included in such registration statement or any amendment or
post-effective amendment thereto (including the prospectus subject to
completion, if any, included in the Registration Statement at the time
it was or is declared effective); and the term "Prospectus" means the
prospectus first filed with the Commission pursuant to Rule 424(b)
under the Act or, if no prospectus is required to be so filed, such
term means the prospectus included in the Registration Statement. For
purposes of the following representations and warranties, to the
extent reference is made to the Prospectus and at the relevant time
the Prospectus is not yet in existence, such reference shall be deemed
to be to the most recent Preliminary Prospectus. If the Company has
filed or is required pursuant to the terms hereof to file a
Registration Statement pursuant to Rule 462(b) under the Act
registering additional shares of Common Stock (a "Rule 462(b)
Registration Statement"), such Rule 462(b) Registration Statement will
become effective no later than 10:00 p.m., Atlanta, Georgia time, on
the date of this Agreement. Unless otherwise specified, any reference
herein to the term "Registration Statement" shall be deemed to include
such Rule 462(b) Registration Statement.


(ii) No order preventing or suspending the use of any
Preliminary Prospectus has been issued and no proceeding for that
purpose has been instituted or, to the Company's knowledge, threatened
by the Commission or the securities authority of any state or other
jurisdiction. No stop order suspending the effectiveness of the
Registration Statement or any part thereof has been issued and no
proceeding for that purpose has been instituted or, to the Company's
knowledge, threatened or, to the knowledge of the Company,


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contemplated by the Commission or the securities authority of any
state or other jurisdiction.


(iii) When any Preliminary Prospectus was filed with the
Commission it (A) complied in all material respects with the
requirements of, the Act and the rules and regulations of the
Commission thereunder and (B) did not include any 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. When the Registration
Statement (other than any Rule 462(b) Registration Statement to be
filed by the Company after the effectiveness of this Agreement) or any
amendment thereto, if applicable, was or is declared effective, and at
each Time of Delivery (as hereinafter defined), it (A) contained or
will contain all statements required to be stated therein in
accordance with, and complied or will comply in all material respects
with the requirements of, the Act and the rules and regulations of the
Commission thereunder and (B) did not or will not include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading. When the
Prospectus or any amendment or supplement thereto, if applicable, is
filed with the Commission pursuant to Rule 424(b) (or, if the
Prospectus or such amendment or supplement is not required to be so
filed, when the Registration Statement or the amendment thereto
containing such amendment or supplement to the Prospectus was or is
declared effective) and at each Time of Delivery, the Prospectus, as
amended or supplemented at any such time, (A) contained or will
contain all statements required to be stated therein in accordance
with, and complied or will comply in all material respects with the
requirements of, the Act and the rules and regulations of the
Commission thereunder and (B) did not or will not include any 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. If the
Company is required to file a Rule 462(b) Registration Statement after
the effectiveness of this Agreement, such Rule 462(b) Registration
Statement or any amendment thereto, if applicable, when it becomes
effective and at each Time of Delivery, (A) will contain all
statements required to be stated therein in accordance with, and will
comply in all material respects with the requirements of, the Act and
the rules and regulations of the Commission thereunder and (B) will
not include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not
misleading. The representations and warranties made in the foregoing
provisions of this paragraph (iii) do not apply to statements or
omissions made in any Preliminary Prospectus, the Registration
Statement or any amendment thereto, the Prospectus or any amendment or
supplement thereto or any Rule 462(b) Registration Statement or any
amendment thereto in reliance upon and in conformity with written
information furnished to the Company by


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any Underwriter through you specifically for use therein. The
statistical and market-related data included in the Prospectus are
based on or derived from independent sources which the Company
believes to be reliable and accurate in all material respects or
represent the Company's good faith estimates that are made on the
basis of data derived from such sources.


(iv) There are no (A) contracts, instruments or other
documents or agreements that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement and are not so described or filed as
required, (B) laws, orders, judgments, decrees, rules or regulations
that are required to be described in the Registration Statement or the
Prospectus and are not so described as required, (C) pending or
threatened legal or governmental proceedings that are required to be
described in the Registration Statement or the Prospectus and are not
so described as required, or (D) relationships, direct or indirect,
between or among the Company, on the one hand, and the directors,
officers or shareholders of the Company on the other hand, that are
required to be described in the Registration Statement or the
Prospectus and are not so described as required; and all descriptions
thereof in the Registration Statement (including the statements under
Items 14 and 15 of Part II of the Registration Statement) and the
Prospectus are fair summaries thereof and fairly present the
information required to be disclosed with respect thereto under the
Act.


(v) Each of the Company and its subsidiaries has been duly
organized, is validly existing in good standing under the laws of its
jurisdiction of organization and has full corporate or limited
liability company power and authority to own, lease and operate its
properties and conduct its business as described in the Registration
Statement and the Prospectus. The Company has full corporate power and
authority to enter into this Agreement and to perform its obligations
hereunder. Each of the Company and its subsidiaries is duly qualified
to transact business as a foreign corporation and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification, except where the failure to so qualify would not have a
material adverse effect on the financial position, results of
operations or business of the Company and its subsidiaries taken as a
whole.


(vi) The Company's authorized, issued and outstanding capital
stock is as disclosed in the Prospectus. All of the issued and
outstanding shares of capital stock of the Company (including, without
limitation, the Shares to be sold by the Selling Shareholders) have
been duly authorized and validly issued, are fully paid and
nonassessable and conform to the description of the Common Stock
contained in the Registration Statement and the Prospectus. None of
the issued


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shares of capital stock of the Company Direct Access Interactive, Inc.
("Direct Access") or any of its subsidiaries has been issued or is
owned or held in violation of any preemptive rights of shareholders,
and no person or entity (including any holder of outstanding shares of
capital stock of the Company or its subsidiaries) has any preemptive
or other rights to subscribe for any of the Shares.


(vii) All of the issued and outstanding shares of capital stock
of each of the Company's subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable and are owned
beneficially by the Company free and clear of all liens, security
interests, pledges, charges, encumbrances, defects, shareholders'
agreements, voting trusts, equities or claims of any nature
whatsoever, except those security interests as disclosed in the
Prospectus. Other than the subsidiaries listed on Exhibit 21.1 to the
Registration Statement, the Company does not own, directly or
indirectly, any capital stock or other equity securities of any other
corporation or any ownership interest in any partnership, joint
venture or other association.


(viii) Except as disclosed in the Prospectus and rights set
forth in the Antidilution Agreements between the Company and each TIB
The Independent Bankers Bank and The Bankers Bank (the "Bankers
Banks"), which terminate at the First Time of Delivery (the "Bankers
Banks' Antidilution Rights"), there are no outstanding (A) securities
or obligations of the Company or any of its subsidiaries convertible
into or exchangeable for any capital stock of the Company or any such
subsidiary, (B) warrants, rights or options to subscribe for or
purchase from the Company or any such subsidiary any such capital
stock or any such convertible or exchangeable securities or
obligations, or (C) obligations of the Company or any such subsidiary
to issue any shares of capital stock, any such convertible or
exchangeable securities or obligations, or any such warrants, rights
or options.


(ix) Since the date of the most recent audited financial
statements included in the Registration Statement and the Prospectus,
neither the Company nor any of its subsidiaries has 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,
otherwise than as disclosed in or contemplated by the Prospectus.


(x) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, (A) neither the
Company nor any of its subsidiaries has incurred any liabilities or
obligations, direct or contingent, or entered into any transactions,
not in the ordinary course of business,


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that are material to the Company and its subsidiaries taken as a
whole, (B) the Company has not purchased any of its outstanding
capital stock or declared, paid or otherwise made any dividend or
distribution of any kind on its capital stock, (C) there has not been
any change in the capital stock, or material change in the long-term
debt or short-term debt of the Company or any of its subsidiaries, and
(D) there has not been any material adverse change, or any development
involving a prospective material adverse change, in or affecting the
financial position, results of operations or business of the Company
and its subsidiaries, in each case other than as disclosed in or
contemplated by the Prospectus.


(xi) The Shares to be issued and sold by the Company have been
duly authorized for issuance and sale pursuant to this Agreement and,
when issued and delivered by the Company against payment therefor as
provided herein, will be validly issued, fully paid and nonassessable
and will conform to the description of the Common Stock contained in
the Prospectus and the issuance thereof will not be subject to any
preemptive or similar rights; the certificates evidencing the Shares
will comply with all applicable requirements of Georgia law; and the
Shares have been approved for listing on the Nasdaq National Market,
subject to notice of issuance.


(xii) Except as disclosed in the Registration Statement and the
Prospectus and except for registration rights granted in favor of the
Bankers Banks and Sirrom Investments, Inc., which terminate upon the
First Time of Delivery, (A) 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 or to
require the Company to include any securities in the securities
registered pursuant to the Registration Statement (or any such right
has been effectively waived) or any securities being registered
pursuant to any other registration statement filed by the Company
under the Act and (B) neither the filing of the Registration Statement
nor the offering or sale of the Shares as contemplated by this
Agreement gives rise to any rights for or relating to the registration
of any securities of the Company.


(xiii) All offers and sales of the Company's capital stock and
its predecessors prior to the date hereof were at all relevant times
exempt from the registration requirements of the Act by reason of
Sections 3(b) or 4(2) thereof and were the subject of an available
exemption from the registration requirements of the applicable state
securities or blue sky laws.


(xiv) Neither the Company nor any of its subsidiaries is, or
with the giving of notice or passage of time or both would be, (A) in
violation of its


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Articles of Incorporation, Bylaws or Operating Agreement, as
appropriate, or (B) in default under any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which
the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries or any of their respective
properties or assets are subject, except, in the case of clause (B),
such defaults that would not have a material adverse effect on the
Company and its subsidiaries taken as a whole.


(xv) The execution of this Agreement, the issue and sale of
the Shares to be issued and sold by the Company under this Agreement,
the sale of the Shares to be sold by the Selling Shareholders under
this Agreement the performance of this Agreement by the Company and
the Selling Shareholders and the consummation of the other
transactions herein contemplated will not (A) conflict with, or (with
or without the giving of notice or the passage of time or both) result
in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of
any Lien upon any property or assets of the Company pursuant to, any
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which the Company or any of its
subsidiaries is a party or to which any of their respective properties
or assets is subject, (B) conflict with or violate any provision of
the Articles of Incorporation Bylaws or Operating Agreement of the
Company or any of its subsidiaries or (C) conflict with or violate any
provision of any constitution, statute, rule or regulation or any
order, judgment or decree of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any
of their respective properties or assets, except, in the case of
clauses (A) and (C), such breach, violation, default or Lien that
would not have a material adverse effect on the Company and its
subsidiaries taken as a whole.


(xvi) Each of the Company and its subsidiaries has all such
licenses, certificates, authorizations, consents, exemptions,
qualifications, franchises, permits and other approvals (each, an
"Authorization") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals as are necessary to
own, lease, license and operate its assets and properties and to
conduct its business, except any such Authorization, filing or notice,
the failure of which to hold or make would not have a material adverse
effect on the Company and its subsidiaries taken as a whole. Each such
Authorization is valid and in full force and effect, and the Company
is in compliance, in all material respects, with all the terms and
conditions thereof and with the applicable rules and regulations of
the authorities and governing bodies having jurisdiction with respect
thereto, except any such noncompliance that would not have a material
adverse effect on the Company and its subsidiaries taken as a whole;
and no event has occurred


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(including, without limitation, the receipt of any notice from any
authority or governing body) which allows or, after notice or lapse of
time or both, would allow revocation, suspension or termination of any
such Authorization or results or, after notice or lapse of time or
both, would result in any other impairment of the rights under any
such Authorization, except such revocation, suspension, termination or
impairment that would not have a material adverse effect on the
Company and its subsidiaries taken as a whole; and no such
Authorization contains any restriction that is materially burdensome
to the Company.


(xvii) The Company and its subsidiaries do not own any real
property, and have good title to all personal property owned by them,
in each case free and clear of all liens, security interests, pledges,
charges, encumbrances, mortgages and defects, except such as are
disclosed in the Prospectus or such as do not materially and adversely
affect the value of such property and do not interfere with the use
made or proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by
the Company or any of its subsidiaries are held under valid,
subsisting and enforceable leases, with such exceptions as are
disclosed in the Prospectus or are not material and do not interfere
with the use made or proposed to be made of such property and
buildings by the Company or such subsidiary.


(xviii) No consent, approval, authorization, order or
declaration of or from, or registration, qualification or filing with,
any court or governmental agency or body is required on the part of
the Company for the sale of the Shares or the consummation of the
transactions contemplated by this Agreement, except the registration
of the Shares under the Act and such as may be required under state
securities or blue sky laws in connection with the offer, sale and
distribution of the Shares by the Underwriters.


(xix) There is no litigation, arbitration, claim, proceeding
(formal or informal) or investigation pending or, to the Company's
knowledge, threatened (or any basis therefor) in which the Company or
any of its subsidiaries is a party or of which any of their respective
properties or assets are the subject which, if determined adversely to
the Company or any such subsidiary, would individually or in the
aggregate have a material adverse effect on the financial position,
results of operations or business of the Company and its subsidiaries
taken as a whole. Neither the Company nor any of its subsidiaries is
in violation of, or in default with respect to, any statute, rule,
regulation, order, judgment or decree, except as described in the
Prospectus or such as do not and will not individually or in the
aggregate have a material adverse effect on the financial position,
results of operations or business of the Company and its subsidiaries
taken as a whole, and


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neither the Company nor any of its subsidiaries is bound by any order,
judgment or decree.


(xx) Arthur Andersen LLP, who have certified certain financial
statements of the Company and its consolidated subsidiaries, are and
were, during the periods covered by their reports included in the
Registration Statement and the Prospectus, independent public
accountants as required by the Act and the rules and regulations of
the Commission thereunder.


(xxi) The consolidated financial statements together with
related notes and schedules of the Company and its consolidated
subsidiaries included in the Registration Statement, the Prospectus or
any Preliminary Prospectus were prepared in accordance with generally
accepted accounting principles consistently applied throughout the
periods involved and fairly present the financial position and results
of operations of the Company and its subsidiaries, on a consolidated
basis, at the dates and for the periods presented; all adjustments
necessary for a fair presentation of results for such periods have
been made; the selected financial information included under the
captions "Summary -- Summary Financial Information" and "Selected
Financial Information" in th ...