_______________ Shares



                            KABIRA TECHNOLOGIES, INC.



                                  Common Stock



                               ($0.001 Par Value)





                          EQUITY UNDERWRITING AGREEMENT





                                                           _______________, 2000







Deutsche Bank Securities Inc.

SG Cowen Securities Corporation

Thomas Weisel Partners LLC



As Representatives of the

   Several Underwriters

c/o Deutsche Bank Securities Inc.

One South Street

Baltimore, Maryland 21202



Ladies and Gentlemen:



        Kabira Technologies, Inc., a Delaware corporation (the "Company"),

proposes to sell to the several underwriters (the "Underwriters") named in

Schedule I hereto for whom you are acting as representatives (the

"Representatives") an aggregate of __________ shares of the Company's Common

Stock, $0.001 par value (the "Firm Shares"). The respective amounts of the Firm

Shares to be so purchased by the several Underwriters are set forth opposite

their names in Schedule I hereto. The Company also proposes to sell, at the

Underwriters' option, an aggregate of up to __________ additional shares of the

Company's Common Stock (the "Option Shares") as set forth below.



        As the Representatives, you have advised the Company (a) that you are

authorized to enter into this Agreement on behalf of the several Underwriters,

and (b) that the several Underwriters are willing, acting severally and not

jointly, to purchase the numbers of Firm Shares set forth opposite their

respective names in Schedule I, plus their pro rata portion of the Option Shares

if you elect to exercise the over-allotment option in whole or in part for the

accounts of the several Underwriters. The Firm Shares and the Option Shares (to

the extent the aforementioned option is exercised) are herein collectively

called the "Shares."







<PAGE>   2



        Deutsche Bank Securities Inc. ("DBSI") has agreed to reserve up to

_________ of the Firm Shares to be purchased by it under this Agreement for sale

to the Company's directors, officers, employees and business associates and

other parties related to the Company (collectively, "Participants"), as set

forth in the Prospectus under the heading "Underwriters" (the "Directed Share

Program"). The Shares to be sold by DBSI and its affiliates pursuant to the

Directed Share Program are referred to hereinafter as the "Directed Shares." Any

Directed Shares not orally confirmed for purchase by any Participants by the end

of the business day on which this Agreement is executed will be offered to the

public by the Underwriters as set forth in the Prospectus.



        In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the parties

hereto agree as follows:



        1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents

and warrants to each of the Underwriters as follows:



                (a) A registration statement on Form S-1 (File No. 333-41484)

with respect to the Shares has been prepared by the Company in conformity with

the requirements of the Securities Act of 1933, as amended (the "Act") and the

Rules and Regulations (the "Rules and Regulations") of the Securities and

Exchange Commission (the "Commission") thereunder and has been filed with the

Commission. Copies of such registration statement, including any amendments

thereto, the preliminary prospectuses (meeting the requirements of the Rules and

Regulations) contained therein and the exhibits, financial statements and

schedules, as finally amended and revised, have heretofore been delivered by the

Company to you. Such registration statement, together with any registration

statement filed by the Company pursuant to Rule 462(b) of the Act, herein

referred to as the "Registration Statement," which shall be deemed to include

all information omitted therefrom in reliance upon Rule 430A and contained in

the Prospectus referred to below, has become effective under the Act and no

post-effective amendment to the Registration Statement has been filed as of the

date of this Agreement. "Prospectus" means the form of prospectus first filed

with the Commission pursuant to Rule 424(b). Each preliminary prospectus

included in the Registration Statement prior to the time it becomes effective is

herein referred to as a "Preliminary Prospectus."



                (b) The Company has been duly organized and is validly existing

as a corporation in good standing under the laws of the State of Delaware, with

corporate power and authority to own or lease its properties and conduct its

business as described in the Registration Statement. Each of the subsidiaries of

the Company as listed in Exhibit 21 to Item 16(a) of the Registration Statement

(each, a "Subsidiary", collectively, the "Subsidiaries") has been duly organized

and is validly existing as a corporation in good standing under the laws of the

jurisdiction of its incorporation (to the extent that good standing or its

equivalent is recognized in such jurisdiction), with corporate power and

authority to own or lease its properties and conduct its business as described

in the Registration Statement. The Subsidiaries are the only subsidiaries,

direct or indirect, of the Company. ObjectSwitch SARL is the Company's only

significant subsidiary as defined in Rule 405 promulgated under the Act (a

"Significant Subsidiary"). The Company and







                                       2

<PAGE>   3

each of the Subsidiaries are duly qualified to transact business in all

jurisdictions in which the conduct of their business requires such qualification

and where failure to be so qualified would have a material adverse effect on the

Company. The outstanding shares of capital stock of each of the Subsidiaries

have been duly authorized and validly issued, are fully paid and non-assessable,

in each case to the extent that the foregoing concepts are applicable in the

Subsidiary's jurisdiction of organization, and are owned by the Company or

another Subsidiary free and clear of all material liens, encumbrances and

equities and claims; and no options, warrants or other rights to purchase,

agreements or other obligations to issue or other rights to convert any

obligations into shares of capital stock or ownership interests in the

Subsidiaries are outstanding.



                (c) The outstanding shares of Common Stock of the Company have

been duly authorized and validly issued and are fully paid and non-assessable;

the Shares to be issued and sold by the Company have been duly authorized and

when issued and paid for as contemplated herein will be validly issued, fully

paid and non-assessable; and no preemptive rights of stockholders exist with

respect to any of the Shares or the issue and sale thereof. 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, other than those which

have been waived or satisfied, for or relating to the registration of any shares

of Common Stock.



                (d) The information set forth under the caption "Capitalization"

in the Prospectus is true and correct. All of the Shares conform to the

description thereof contained in the Registration Statement. The form of

certificates for the Shares conforms to the corporate law of the jurisdiction of

the Company's incorporation.



                (e) The Commission has not issued an order preventing or

suspending the use of any Prospectus relating to the proposed offering of the

Shares nor instituted proceedings for that purpose. The Registration Statement

contains, and the Prospectus and any amendments or supplements thereto will

contain, all statements which are required to be stated therein by, and will

conform, to the requirements of the Act and the Rules and Regulations. The

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