GAIAM, INC.

                   2,200,000 SHARES OF CLASS A COMMON STOCK*



                            UNDERWRITING AGREEMENT

                                 _______, 2001







Tucker Anthony Incorporated

  As Representative of the Underwriters

  Identified in Schedule I Annexed Hereto

100 East Milwaukee Avenue

Milwaukee, Wisconsin 53202



Ladies and Gentlemen:



     SECTION 1. INTRODUCTION. Gaiam, Inc., a Colorado corporation (the

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"Company"), proposes to sell a total of 2,200,000 shares (the "Firm Shares") of

Class A common stock, $.0001 par value per share (the "Class A Common Stock" and

together with the Company's Class B common stock, $.0001 par value per share,

the "Common Stock"), to the several underwriters identified in Schedule I

annexed hereto (the "Underwriters"), who are acting severally and not jointly.

In addition, the Company has agreed to grant to the Underwriters an option to

purchase up to 330,000 additional shares of Class A Common Stock (the "Optional

Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent

such option is exercised, the Optional Shares are hereinafter collectively

referred to as the "Shares."



     You, as representative of the Underwriters (the "Representative"), have

advised the Company that the Underwriters propose to make a public offering of

the Shares as soon hereafter as in your judgment is advisable and that the

public offering price of the Shares initially will be $____ per Share (the

"Offering Price").



     The Company hereby confirms its agreements with the Underwriters as

follows:



     SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company

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represents and warrants to, and agrees with, the several Underwriters, and shall

be deemed to represent and warrant to the several Underwriters on each Closing

Date (as hereinafter defined), that:



          (a)  The Company and each of the subsidiaries of the Company, which

     subsidiaries are listed on Exhibit 21.1 of the Registration Statement (as

     hereinafter defined) (individually, a "Subsidiary" and collectively, the

     "Subsidiaries"), has been duly incorporated or formed and is validly

     existing as an entity in good standing under the laws of its jurisdiction

     of incorporation or formation, with full power and authority to own,

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*Plus an option to acquire up to 330,000 additional shares of Class A Common

Stock from the Company solely to cover over-allotments.



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<PAGE>



     lease and operate its properties and to conduct its business as presently

     conducted and described in the Prospectus (as hereinafter defined) and the

     Registration Statement; each of the Company and the Subsidiaries is duly

     registered and qualified to do business as a foreign corporation or other

     entity under the laws of, and is in good standing as such in, each

     jurisdiction in which such registration or qualification is required,

     except where the failure to so register or qualify would not be reasonably

     expected to have or result in a material adverse effect on the financial

     condition, business, property or results of operations of the Company and

     the Subsidiaries, taken as a whole (a "Material Adverse Effect"); and, to

     the Company's knowledge, no proceeding has been instituted in any such

     jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit

     or curtail, such power and authority or qualification. Complete and correct

     copies of the certificate of incorporation, articles of incorporation, or

     other organizational documents, as amended or restated (collectively, the

     "Articles of Incorporation"), and by-laws, as amended or restated ("By-

     laws"), of the Company and each of the Subsidiaries as in effect on the

     date hereof, have been delivered to the Representative, and no changes

     thereto will be made on or subsequent to the date hereof and prior to each

     Closing Date, except as contemplated by the Registration Statement.



          (b)  The shares of Common Stock issued and outstanding immediately

     prior to the issuance and sale of the Shares hereunder as set forth in the

     Prospectus have been duly authorized and validly issued, are fully paid and

     nonassessable and conform to the description thereof contained in the

     Prospectus and the Registration Statement. There are no preemptive rights

     to subscribe for or purchase any shares of Common Stock (including the

     Shares). The Shares have been duly authorized and, when issued, delivered

     and paid for pursuant to this Agreement, will be validly issued, fully paid

     and nonassessable and will conform to the description thereof contained in

     the Prospectus and the Registration Statement. The delivery of the Shares

     to be issued and sold hereunder and payment therefor pursuant to the terms

     of this Agreement will pass valid title to such Shares to the Underwriters,

     free and clear of any lien, claim, encumbrance or defect in title. Except

     as described in the Prospectus, there are no material outstanding options,

     warrants or other rights of any description, contractual or otherwise,

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