INVESTORS CAPITAL HOLDINGS, LTD.

                                    1,000,000

                                    Shares of

                                  Common Stock



                             UNDERWRITING AGREEMENT



                                                              , 2000



Schneider Securities, Inc.

1120 Lincoln Street

Denver, Colorado 80203



Dear Sirs:



     Investors Capital Holdings, Ltd., a Massachusetts corporation (the

"Company"), proposes to issue and sell to the several Underwriters named in

Schedule I hereto, who are acting severally and not jointly, (the

"Underwriters"),one million shares of Common Stock of the Company (the

"Securities"). The Company hereby confirms the agreement made by it with respect

to the purchase of the Securities by the Underwriter, which Securities are more

fully described in the Registration Statement referred to below. Schneider

Securities, Inc. is referred to herein as the "Underwriter" or the

"Representative."



     You have advised the Company that the Underwriters desire to act on a firm

commitment basis to publicly offer and sell the Securities for the Company and

that you are authorized to execute this Agreement. The Company confirms the

agreement made by it with respect to the relationship with the Underwriters as

follows:



1. FILING OF REGISTRATION STATEMENT WITH S.E.C. AND DEFINITIONS. A Registration

Statement and Prospectus on Form SB-2 (File No.333-       ) with respect to the

Securities has been carefully and accurately prepared by the Company in

conformity with the requirements of the Securities Act of 1933, as amended (the

"Act"), and the published rules and regulations (the "Rules and Regulations")

thereunder or under the Securities Exchange Act of 1934, as amended (the

"Exchange Act") and has been filed with the Securities and Exchange Commission

(the "Commission") and such other states that the Underwriter deems necessary in

its discretion to so file to permit a public offering and trading thereunder.

Such registration statement, including the prospectus, Part II, and all

financial schedules and exhibits thereto, as amended at the time when it shall

become effective, is herein referred to as the "Registration Statement," and the

prospectus included as part of the Registration Statement on file with the

Commission that discloses all the information that was omitted from the

prospectus on the effective date pursuant to Rule 430 A of the Rules and

Regulations with any changes contained in any prospectus filed with the

Commission by the Company with the Underwriters consent after the effective date

of the Registration Statement, is herein referred to as the "Final Prospectus."

The prospectus included as part of the Registration Statement of the Company and

in any amendments thereto prior to the effective date of the Registration

Statement is referred to herein as a "Preliminary Prospectus."



2. DISCOUNT, DELIVERY, AND SALE OF THE SECURITIES



     (a) Subject to the terms and conditions of this Agreement, and on the basis

of the representations, warranties, and agreements herein contained, the Company

agrees to sell to, and the Underwriters agree to buy from the Company at a

purchase price of $00.00 per share BEFORE ANY UNDERWRITER EXPENSE ALLOWANCES, an

aggregate of 1,000,000 shares of Common Stock on a firm commitment basis the

"Initial Securities"..

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