Common use of Agreements of the Company Clause in Contracts

Agreements of the Company. The Company covenants and agrees with the Underwriters as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will, if requested, confirm such notification in writing: (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filings. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will advise you promptly and, if requested by you, will confirm such advice in writing (i) when the Registration Statement has become effective, and effective (if Rule 430A is used or the filing not effective as of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval time and date of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof ) and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will, if requested, confirm such notification in writing: (i) when any post-effective amendment to the Registration Statement or any registration statement filed pursuant to Rule 462(b) under the Act is filed or becomes effective; , (ii) if Rule 430A under the Act is employed, when the Prospectus or term sheet (as described in Rule 434(b) under the Act) has been timely filed pursuant to Rule 424(b) under the Act, (iii) of any request by the Commission for any amendments or supplements to the Registration Statement Statement, any Prepricing Prospectus or any amendment or supplements to the Prospectus or for additional information; , (iiiiv) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectus, suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation (or threatened initiation) of any proceedings proceeding for that purpose such purposes, and (v) within the period of time referred to in Section 5(e) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of becoming aware of the occurrence operations, or of any event that in comes to the judgment attention of the Company Company, that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes in the Registration Statement or the Prospectus therein in order to make the statements thereintherein not misleading in any material respect, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company Act of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdictionother law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If time. (b) The Company will furnish to you, without charge, two signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company has omitted will not file any information from amendment to the Registration Statement, file any registration statement pursuant to Rule 430A462(b) under the Act or make any amendment or supplement to the Prospectus of which you shall not previously have been advised (with a reasonable opportunity to review such amendment, it will use its best efforts registration statement or supplement) or to comply which you have reasonably objected after being so advised, or which is not in compliance with the provisions of Act. The Company will prepare and make all requisite filings file with the Commission pursuant any amendments or supplements to said Rule 430A and to notify the Underwriters promptly Registration Statement or Prospectus which, in the opinion of all such filingscounsel of the several Underwriters, are reasonably necessary or advisable in connection with the distribution of the Shares by the Underwriters. (d) IfThe Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (e) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time when a Prospectus relating prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be delivered under set forth in the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, Prospectus (as then amended or supplemented, would, in the reasonable judgment of counsel to the Company ) or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel necessary to the Company supplement or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulationsany other law, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the CommissionCommission an appropriate supplement or amendment thereto, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver furnish to the Underwriterseach Underwriter and to each dealer who has previously requested Prospectuses, without charge, such a reasonable number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably requestthereof. (f) The Company will comply cooperate with all the undertakings contained in the Registration Statement. (g) The Company represents you and agrees that, except counsel for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as Grandview you may reasonably requestdesignate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect such registration or qualification for so long as required to complete the distribution of the Shares, if any; provided, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities . In each jurisdiction in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, been qualified as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingabove provided, the Company will grant Grandview the right of first refusal to co-manage any public underwriting make and file such statements and reports in each year as are or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved may be required by the shareholders laws of such jurisdiction. In the Company, (ii) shares issued in payment of event that the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.qualification of

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every use its reasonable effort best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If time. (b) To furnish to you five photocopies of signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) under the Act; during the period specified in Section 5(d) below, not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; provided, that the Company has omitted shall have the right to make such further amendments as are required by law to be made and shall forthwith notify you of any information from such amendment; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration StatementStatement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, pursuant and to Rule 430A, it will use its reasonable best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters such Underwriter or dealer may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably requestrequest in writing. (f) The Company will comply Prior to any public offering of the Shares, to cooperate with all the undertakings contained in the Registration Statement. (g) The Company represents you and agrees that, except counsel for the Approved FWP, it has not and will not, unless it obtains Underwriters at the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale expense of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel Sellers in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as Grandview you may reasonably request, if anyto continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that in no event shall the Company shall not be obligated required in connection therewith to register or qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action which that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction where in which it is not now so subject. (g) To mail and make generally available to its stockholders as soon as practicable an earnings statement covering the twelve-month period ending December 31, 2000 that shall satisfy the provisions of Section 11(a) of the Act, and to advise you in writing when such statement has been so made available. (h) During the period of three years after the date of this Agreement, to furnish to you upon your written request copies of all reports or other communications furnished to the record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (i) The Company will apply To use its best efforts to list for quotation the net proceeds from Shares on the offering Nasdaq National Market and sale to maintain the listing of the Offered Securities in Shares on the manner set forth in Nasdaq National Market for a period of three years after the Prospectus under the caption “Use date of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholdersthis Agreement. (j) The Company will To use its reasonable best efforts to ensure that do and perform all things required or necessary to be done and performed under this Agreement by the Shares are listed on Company prior to the NASDAQ Capital Market at Closing Date or any Option Closing Date, as the time of the Initial Closingcase may be, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after satisfy all conditions precedent to the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pk) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriters, deliver written affirmation effectiveness of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes this Agreement does not cover all of the public offering materials within Shares, to file a reasonable time after Rule 462(b) Registration Statement with the ClosingCommission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., as well as a reasonable number New York City time, on the date of commemorative Lucite tombstones as requested by Grandviewthis Agreement. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters Placement Agents as follows: (ai) The Registration Statement has become effective, and if Rule 430A under the Act is used or the filing of the Final Prospectus is otherwise required under Rule 424(b)) under the Act, the Company will file the Final Prospectus (properly completed if Rule 430A under the Act has been used), subject to the prior approval of Grandviewthe Placement Agents, pursuant to Rule 424(b) under the Act within the prescribed time period and will provide a copy of such filing to Grandview the Placement Agents promptly following such filing. (bii) The Company will not, during such period as the Final Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this AgreementAgreement (whether physically or through compliance with Rule 172 under the Act or any similar rule), file any amendment or supplement to the Registration Statement or the Final Prospectus unless a copy thereof shall first have been submitted to Grandview the Placement Agents within a reasonable period of time prior to the filing thereof and Grandview the Placement Agents shall not have reasonably objected thereto in good faith. (ciii) The Company will notify the Underwriters Placement Agents promptly, and will, if requested, confirm such notification in writing: , (i1) when any post-effective amendment to the Registration Statement becomes effective; (ii2) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Final Prospectus or any Issuer Free Writing Prospectus or for additional information; (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof; (iv4) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Final Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Final Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyhereby or in connection with sales of Common Stock pursuant to market making activities by The Representative, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A430A under the Act, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters Placement Agents promptly of all such filings. (div) If, at any time when a the Final Prospectus relating to the Shares is required to be delivered under the Securities ActAct (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company becomes aware of the occurrence of any event as a result of which the Final Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agents, at any time to amend or supplement the Final Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, the Placement Agents and will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Final Prospectus that corrects such statement or omission or effects such compliance and will deliver to the UnderwritersPlacement Agents, without charge, such number of copies thereof as the Underwriters Placement Agents may reasonably request. The Company consents to the use of the Final Prospectus or any amendment or supplement thereto by the UnderwritersPlacement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Final Prospectus and any amendments or supplements thereto. (ev) The Company will furnish to the Underwriters Placement Agents and Underwriter Counseltheir counsel, without charge: charge (ia) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, and (iib) so long as a prospectus relating to the Shares is required to be delivered under the Securities ActAct (whether physically or through compliance with Rule 172 under the Act or any similar rule), as many copies of each Issuer Free Writing Prospectus, Preliminary Prospectus or the Final Prospectus or any amendment or supplement thereto as the Underwriters Placement Agents may reasonably request. (fvi) The Company will comply with all the undertakings contained in the Registration Statement. (gvii) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Issuer Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under without the Securities Act, and has complied and will comply with prior written consent of the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Placement Agents. (viii) The Company will retain in accordance with the Rules and Regulations all Permitted Issuer Free Writing Prospectuses not required to be filed pursuant to filed, and timely file and include the appropriate legends as required by the Rules and Regulations. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show. (hix) The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Final Prospectus under the caption “Use of Proceeds.” (x) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview the Placement Agents and Underwriter Counsel their counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview the Placement Agents may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (jxi) The Company will use its best efforts to ensure that cause the Shares are to be listed for trading on the NASDAQ The Nasdaq Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (oxii) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (pxiii) The Company shall, upon will notify promptly the reasonable request Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the Underwriters, deliver written affirmation of any certificate delivered period when a prospectus relating to the Underwriters Shares is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Section 7 prior to any Closing Date following Rule 172 under the Initial Closing DateAct) and (b) completion of the Lock-Up Period. (qxiv) The Company shall supply Grandview and its counselIf at any time following the distribution of any Written Testing-the-Waters Communication, at any event occurs as a result of which such Written Testing-the-Waters Communication would include any untrue statement of a material fact or omit to state any material fact necessary to make the Company’s costs, with a reasonable number of bound volumes statements therein in the light of the public offering materials within a reasonable circumstances under which they were made at such time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingnot misleading, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales notify promptly the Representative so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement the Written Testing-the-Waters Communication to employees under correct such statement or omission; and (iii) supply any compensation amendment or supplement to the Representative in such quantities as may be reasonably requested. (xv) The Company will not, directly or indirectly, without the prior written consent of the Placement Agents, offer to sell, sell, contract to sell, grant any option or warrant to purchase, make any short sale, or otherwise dispose of (or announce any offer, sale, grant of any option or warrant to purchase or other disposition), any shares of capital stock option plan approved by of the shareholders Company or securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, (the “Lock-Up Securities”) for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), except with respect to (i) the issuance of shares of Common Stock upon the exercise of stock options outstanding as of the date hereof, and (ii) the issuance of shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) Common Stock or stock options under any benefit plan of the Company existing on the date hereof, and described in the Final Prospectus. (xvi) The Company agrees that if the Representative agrees to waive or release any subsidiary officer or successor director of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the lock-up restrictions in the letter agreements delivered pursuant to Section 7(xiii), the Company containing will announce the impending release or waiver by press release through a major news services at least two business days before the effective date of such proposal, then Grandview will have not claim release or right with respect to any such sale contained in any such noticewaiver.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effectiveTo advise you promptly and, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b)requested by you, the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of confirm such filing to Grandview promptly following such filing.advice in writing, (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will, if requested, confirm such notification in writing: (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of any of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you four signed copies of the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings Statement as first filed with the Commission pursuant and of each amendment to said Rule 430A it, including all exhibits, and to notify furnish to you and each Underwriter designated by you such number of conformed copies of the Underwriters promptly Registration Statement as so filed and of all each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such filingsform with the Commission within the applicable period specified in Rule 424(b) under the Act; and during the period specified in Section 5(d) below, not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised. (d) IfPrior to 10:00 a.m., New York City time, on the first business day after the date of this Agreement and from time to time thereafter for such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, to furnish in New York City to each Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as you may reasonably request; provided, however, that in case any Underwriter or dealer is so required to deliver a prospectus in connection with sales of any of the Shares at any time when a nine months or more after the time of issue of the Prospectus, the preparation and delivery of such copies of the Prospectus relating (and of any amendment or supplement to the Shares is required to Prospectus) as you so request shall be delivered under at the Securities Actexpense of such Underwriter or dealer. (e) If during the period specified in Section 5(d), the Company becomes aware of the occurrence of any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, upon your request forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinwill not, in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for so that the Prospectus will comply with applicable law, and to furnish to each Underwriter and to any other reason it dealer as many copies thereof as you may reasonably request; provided, however, that in case any Underwriter or dealer is necessary, required to deliver a prospectus in connection with the reasonable judgment sale of counsel to any of the Company or Underwriter Counsel, Shares at any time to amend nine months or supplement more after the time of issue of the Prospectus, the preparation and delivery of such copies of the Prospectus or the Registration Statement to comply with the Securities Act or the Rules (and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an of any amendment or supplement to the Prospectus that corrects Prospectus) as you so request shall be at the expense of such statement Underwriter or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwritersdealer. (ef) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company will furnish shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Underwriters and Underwriter CounselProspectus, without charge: the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (ig) one conformed copy To make generally available to its stockholders as soon as practicable but in any event not later than eighteen months after the "effective date of the Registration Statement Statement" (as originally defined in Rule 158(c) under the Act), an earnings statement (which need not be audited) that shall satisfy the provisions of Section 11(a) of the Act (including, at the option of the Company, Rule 158 under the Act), and to advise you in writing when such statement has been so made available. (h) During the period of five years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the record holders of Common Stock generally or non-confidential reports, financial statements and other communications furnished to or filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies or any national securities exchange on which any class of securities of the Prospectus or any amendment or supplement thereto Company is listed and such other publicly available information concerning the Company and its subsidiaries as the Underwriters you may reasonably request. (fi) The Company will comply Regardless of whether the transactions contemplated in this Agreement are consummated or this Agreement is terminated, and except as otherwise provided herein, to pay or cause to be paid all expenses incident to the performance of the Sellers' obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and any Selling Stockholder's counsel (in addition to the Company's counsel) in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the undertakings contained preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the Registration Statement.quantities specified herein, (gii) The Company represents all costs and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating expenses related to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, transfer and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees, and the reasonable fees, charges and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), (v) the filing fees, fees, charges and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, Inc., (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, and (ix) the fees, if any; provided, that in no event shall and expenses, if any, of the QIU (including the fees, charges and disbursements of counsel to the QIU), and (ix) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it and the Selling Stockholders hereunder for which provision is not now so qualified otherwise made in this Section. The provisions of this Section shall not supersede or to take otherwise affect any action which would subject it to general service agreement that the Company and the Selling Stockholders may otherwise have for allocation of process such expenses among themselves. It is understood, however, that, except as provided in this Section 5 and Sections 8, 9 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of GrandviewShares by them, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholdersand any advertising expenses connected with any offers they may make. (j) The Company will To list for quotation the Shares on the Nasdaq National Market and to use its best efforts to ensure that maintain the listing of the Shares are listed on the NASDAQ Capital Nasdaq National Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closingdate of this Agreement. (k) The Company shall retain a firm of independent certificate public accountants, acceptable To use its best efforts to Grandview, which will have the responsibility for the preparation of the financial statements do and the financial exhibits, if any, perform all things required or necessary to be included in done and performed under this Agreement by the Registration Statement and continuing Company on or prior to retain such accountantsthe Closing Date or any Option Closing Date, or comparable accountants, for a period of at least three (3) years after as the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pl) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 p.m., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you three signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company will comply with all shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the undertakings contained in Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (g) The Company represents To mail and agrees thatmake generally available to its stockholders as soon as practicable an earnings statement covering the twelve-month period ending March 31, except for 2001 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the sale record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), if any; provided(v) the filing fees and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, that Inc., (vi) all fees and expenses in no event shall connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, (ix) the fees and expenses of the QIU (including the fees and disbursements of counsel to the QIU), and (x) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it hereunder for which provision is not now so qualified or to take any action which would subject it to general service of process otherwise made in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholdersthis Section. (j) The Company will To use its best efforts to ensure that list for quotation the Shares are listed on the NASDAQ Capital Nasdaq National Market at and to maintain the time listing of the Initial Closing, and seeking and using its best efforts to maintain such listing Shares on the Nasdaq National Market for a period of at least three (3) years after the Closingdate of this Agreement. (k) The Company shall retain a firm of independent certificate public accountants, acceptable To use its best efforts to Grandview, which will have the responsibility for the preparation of the financial statements do and the financial exhibits, if any, perform all things required or necessary to be included in done and performed under this Agreement by the Registration Statement and continuing Company prior to retain such accountantsthe Closing Date or any Option Closing Date, or comparable accountants, for a period of at least three (3) years after as the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pl) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you three signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; PROVIDED, HOWEVER, that the Company will comply with all shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the undertakings contained in Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (g) The Company represents To mail and agrees thatmake generally available to its stockholders as soon as practicable an earnings statement covering the twelve-month period ending December 31, except for 1999 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the sale record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), if any; provided(v) the filing fees and fees and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, that Inc., (vi) all fees and expenses in no event shall connection with the preparation and filing of any registration statement on Form 8-A relating to the Common Stock and all costs and any expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, and (ix) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it hereunder for which provision is not now so qualified or to take any action which would subject it to general service of process otherwise made in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholdersthis Section. (j) The Company will To use its best efforts to ensure that maintain the listing of the Shares are listed on the NASDAQ Capital Nasdaq National Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closingdate of this Agreement. (k) The Company shall retain a firm of independent certificate public accountants, acceptable To use its best efforts to Grandview, which will have the responsibility for the preparation of the financial statements do and the financial exhibits, if any, perform all things required or necessary to be included in done and performed under this Agreement by the Registration Statement and continuing Company prior to retain such accountantsthe Closing Date or any Option Closing Date, or comparable accountants, for a period of at least three (3) years after as the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pl) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filings. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that obtain the Shares are listed on the NASDAQ Capital Market withdrawal or lifting of such order at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closingearliest possible time. (kb) The Company shall retain a firm To furnish to you four signed copies of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement as first filed with the Commission and continuing of each amendment to retain such accountantsit, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holdersincluding all exhibits, and continue to retain furnish to you and each Underwriter designated by you such firm, or a comparable firm, for a period number of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization conformed copies of the price Registration Statement as so filed and of the Shares each amendment to facilitate the sale or resale of any of the Shares. (p) The Company shallit, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closingwithout exhibits, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandviewyou may reasonably request. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with each of the Underwriters as follows: (a) The Registration Statement has become effectiveCompany will prepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and if Rule 430A is used or such other information as the filing Underwriters and the Company deem appropriate in connection with the offering of the Prospectus is otherwise required under Rule 424(b)Notes, and the Company will timely file the Prospectus (properly completed if Rule 430A has been used), subject such supplement to the prior approval of Grandview, prospectus with the SEC pursuant to Rule 424(b) within under the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Act, but the Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, not file any amendment or supplement amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus Prospectus, unless a copy thereof it shall first have been submitted to Grandview within a reasonable period delivered copies of time prior such amendments or supplements to the filing thereof and Grandview Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall not have reasonably objected thereto in good faith. (c) The promptly after receipt thereof; the Company will notify immediately advise the Underwriters promptly, and will, if requested, confirm such notification in writing: or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement becomes effective; has become or will become effective and (ii) of any request by order or communication suspending or preventing, or threatening to suspend or prevent, the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; (iii) offer and sale of the issuance by the Commission of any stop order preventing Notes or suspending the effectiveness of the Registration Statement, the Prospectus, or the initiation of any proceedings for or examinations that purpose may lead to such an order or the threat thereof; (iv) of becoming aware communication, whether by or of the occurrence of SEC or any event that in the judgment of authority administering any state securities or Blue Sky law, as soon as the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements thereinis advised thereof, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with prevent the provisions issuance of and make all requisite filings with the Commission pursuant to said Rule 430A any such order or communication and to notify the Underwriters promptly of all such filingsobtain as soon as possible its lifting, if issued. (db) If, at any time when a the Prospectus relating to the Shares Notes is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event occurs as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company promptly will promptly notify Grandview and, subject to Section 4(b) hereof, each of the Underwriters of such event and will promptly prepare and file with the CommissionSEC, at the Company’s its own expense, an amendment to the Registration Statement or an amendment or supplement to the such Prospectus that corrects will correct such statement or omission or effects an amendment that will effect such compliance compliance. Neither the Underwriters' 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 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the offering or sale of the Notes. (d) The Company will deliver furnish to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with (including all documents and exhibits thereto or incorporated by reference therein), the Commission and each amendment thereto, including financial statements and schedulesProspectus, and all exhibits thereto, (ii) so long as a prospectus amendments and supplements to such documents relating to the Shares is required to be delivered under the Securities ActNotes, as many copies of the Prospectus or any amendment or supplement thereto in each case in such quantities as the Underwriters may reasonably request. (e) No amendment or supplement will be made to the Registration Statement or Prospectus which the Underwriters shall not previously have been advised or to which it shall reasonably object after being so advised. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed cooperate with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, Underwriters and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel their counsel in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Shares Notes for offer offering and sale by the Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as Grandview the Underwriters may reasonably request, if anydesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (ig) The Company will apply consents to the net proceeds from use, in accordance with the offering securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and sale by dealers, of the Offered Securities in Prospectus furnished by the manner set forth in Company. (h) To the Prospectus under extent, if any, that the caption “Use rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of Proceedsdocuments or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds (i) So long as any of the Offering Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be used filed with the SEC pursuant to pay outstanding loans the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from officers, directors or stockholderstime to time. (j) The Company will use its best efforts If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to ensure that any provisions hereof (otherwise than by notice given by the Shares are listed Underwriters terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the NASDAQ Capital Market at the time part of the Initial ClosingCompany to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and seeking and using its best efforts to maintain such listing expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for a period loss of at least three (3) years after the Closingprofits or otherwise. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have net proceeds from the responsibility for the preparation sale of the financial statements and Notes hereunder will be applied substantially in accordance with the financial exhibits, if any, to be included description set forth in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the ClosingProspectus. (l) The Except as stated in this Agreement and in the Prospectus, the Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agenthas not taken, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company nor will not at any timeit take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the Shares Notes to facilitate the sale or resale of any the Notes. (m) For a period from the date of this Agreement until the retirement of the SharesNotes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before each date that Financed Eligible Loans are pledged under the Indenture, the Company shall xxxx its records relating to the Financed Eligible Loans and shall cause the Servicer and NLS to xxxx their respective computer records relating to the Financed Eligible Loans to show the pledge of such Financed Eligible Loans by the Company to the Trustee, and the Company shall not take, or permit any other person to take, any action inconsistent with the security interest of the Trustee in the Financed Eligible Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date of this Agreement and ending 90 days after the final Closing Date, none of the Company and any entity affiliated, directly or indirectly, with the Company will, without prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans other than pursuant to the Nelnet Student Loan Trust 2003-2 transaction; provided, however, that this shall not be construed to prevent the sale of FFELP Loans by the Company. (p) The Company shallIf, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the reasonable request of the Underwriters1933 Act, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date then, immediately following the Initial Closing Dateexecution of this Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) The Company shall supply Grandview and its counselAs soon as practicable, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time but not later than 16 months after the Closing, as well as a reasonable number date of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingthis Agreement, the Company will grant Grandview make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the right later of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders effective date of the CompanyRegistration Statement, (ii) shares issued in payment the effective date of the consideration for an acquisition most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) conventional banking arrangements and commercial debt financingthe date of the Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeAct.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you four signed copies of the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings Statement as first filed with the Commission pursuant and of each amendment to said Rule 430A it, including all exhibits, and to notify furnish to you and each Underwriter designated by you such number of conformed copies of the Underwriters promptly Registration Statement as so filed and of all such filingseach amendment to it, without exhibits, as you may reasonably request. (dc) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which To prepare the Prospectus, as then amended or supplementedthe form and substance of which shall be satisfactory to you, would, and to file the Prospectus in such form with the reasonable judgment of counsel to Commission within the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary applicable period specified in order to make Rule 424(b) under the statements therein, Act; during the period specified in the light of the circumstances under which they were madeSection 5(d) below, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include file any untrue statement of a material fact or omit further amendment to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement and not to comply with make any amendment or supplement to the Securities Act Prospectus of which you shall not previously have been advised or the Rules and Regulations, the Company will promptly notify Grandview to which you shall reasonably object after being so advised; and, subject during such period, to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expensepromptly upon your reasonable request, an any amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement which may be necessary or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel advisable in connection with the registration or qualification distribution of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closingby you, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.use its

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you _______ signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company will comply with all shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the undertakings contained in Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (g) The Company represents To mail and agrees thatmake generally available to its stockholders as soon as practicable an earnings statement covering the twelve-month period ending March 31, except for 2001 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the sale record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), if any; provided(v) the filing fees and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, that Inc., (vi) all fees and expenses in no event shall connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to the listing of the Shares on the Nasdaq National Market and other national securities exchanges and foreign stock exchanges, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, and (ix) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it hereunder for which provision is not now so qualified or to take any action which would subject it to general service of process otherwise made in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholdersthis Section. (j) The Company will To use its best efforts to ensure that list for quotation the Shares are listed on the NASDAQ Capital Nasdaq National Market at and to maintain the time listing of the Initial Closing, and seeking and using its best efforts to maintain such listing Shares on the Nasdaq National Market for a period of at least three (3) years after the Closingdate of this Agreement. (k) The Company shall retain a firm of independent certificate public accountants, acceptable To use its best efforts to Grandview, which will have the responsibility for the preparation of the financial statements do and the financial exhibits, if any, perform all things required or necessary to be included in done and performed under this Agreement by the Registration Statement and continuing Company prior to retain such accountantsthe Closing Date or any Option Closing Date, or comparable accountants, for a period of at least three (3) years after as the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pl) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus would be is required by law to be delivered in connection with sales of the Shares by an underwriter any Underwriter or any dealer (including in connection with the offering contemplated by this Agreementcircumstances where such requirement may be satisfied pursuant to Rule 172), file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, unless a copy thereof shall first have been submitted to Grandview the Representatives within a reasonable period of time prior to the filing thereof and Grandview the Representatives shall not have reasonably objected thereto in good faith. (cb) The Company will notify the Underwriters Representatives promptly, and will, if requested, will confirm such notification advice in writing: , (i1) when any post-effective amendment to the Registration Statement becomes effective; , (ii2) of the receipt of any comments from or any request by the Commission for any amendments or supplements to the Registration Statement Statement, any Preliminary Prospectus or any amendment or supplements to the Prospectus or for additional information; , (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, any notice objecting to its use or the initiation of any proceedings for that purpose or the threat thereof; , (iv4) of becoming aware of the occurrence happening of any event during the period mentioned in the second sentence of Section 5(e) that in the judgment of the Company makes any statement made in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; , and (v5) of receipt by the Company or any representative or attorney of the Company of any notification with respect other communication from the Commission relating to the Company, the Registration Statement, any suspension of Preliminary Prospectus or the qualification of the Shares for offer and sale in any jurisdictionProspectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If . (c) The Company will furnish to the Company has omitted any information from Representatives, without charge, four copies of the signed copies of the Registration StatementStatement and of any post-effective amendment thereto, pursuant including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and deemed to Rule 430Abe incorporated by reference into the Prospectus) and will furnish to the Representatives, it will use its best efforts without charge, for transmittal to comply with each of the provisions other Underwriters, copies of the Registration Statement and make all requisite filings with the Commission pursuant to said Rule 430A any post-effective amendment thereto, including financial statements and to notify the Underwriters promptly of all such filingsschedules but without exhibits. (d) IfThe Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) The Company will deliver to each of the Underwriters, at without charge, as many copies of the Prospectus, each Issuer Free Writing Prospectus or any time when a Prospectus relating amendment or supplement thereto, as the Representatives may reasonably request. The Company consents to the use of the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Act). If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Securities ActProspectus to comply with law, subject to the provisions of Section 5(a) hereof, the Company becomes aware will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to the Underwriters, without charge, such number of copies thereof as the Representatives may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the occurrence offering of any the Shares by the Underwriters if such document would be deemed to be incorporated by reference into the Prospectus which is not approved by the Representatives after reasonable notice thereof. If there occurs an event or development as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, General Disclosure Package would include any an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, or the Registration Statement, as then Company will notify promptly the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply cooperate with all the undertakings contained in the Registration Statement. (g) The Company represents Representatives and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating counsel to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel Underwriters in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview the Representatives may reasonably request, if any; provided, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During the period of five years commencing on the date hereof, the Company will furnish to each of the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to each of the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission. (h) The Company will apply make generally available to holders of its securities as soon as may be practicable but in no event later than the net proceeds from the offering and sale last day of the Offered Securities fifteenth full calendar month following the calendar quarter in which the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of GrandviewEffective Date falls, a consolidated earnings statement (which shall need not be unreasonably withheldaudited but shall be in reasonable detail), conditioned or delayed, no proceeds of with respect to the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountantsPrimary Entities, for a period of at least three (3) years 12 months commencing after the ClosingEffective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 thereunder) and will file such earnings statement as an exhibit to the next periodic report required by Section 13 or 15(d) of the Exchange Act covering the period when the earnings statement is released. (li) The If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 9 hereof or by notice given by you terminating this Agreement pursuant to Section 9 or Section 10 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company shall retain a transfer agent to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including fees and expenses of counsel for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3Underwriters) years after the Closingreasonably incurred by you in connection herewith. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (oj) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act. (pk) The Company shall, upon will apply the reasonable request net proceeds from the offering and sale of the UnderwritersShares in the manner set forth in the General Disclosure Package and the Prospectus under “Use of Proceeds.” (l) The Company will use its best efforts to have the Shares listed, deliver written affirmation subject to notice of any certificate delivered to issuance, on the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing DateNew York Stock Exchange. (qm) The Company shall supply Grandview represents and its counselagrees that, at unless it obtains the Company’s costsprior written consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with a reasonable number the requirements of bound volumes Rules 164 and 433 of the public Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Shares or their offering materials within a reasonable time after or (ii) information that describes the Closing, as well as a reasonable number final terms of commemorative Lucite tombstones as requested by Grandviewthe Shares or their offering. (rn) Upon During the Closing, period beginning from the Company will grant Grandview date hereof and continuing to and including the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by date 60 days after the shareholders date of the CompanyProspectus, (ii) shares issued in payment not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose, except as provided hereunder, of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Common Stock or any subsidiary securities that are convertible into or successor of exchangeable for, or that represent the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusalto receive, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage Common Stock or other investment banking compensation for any such offering and shall act substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the lead manager date of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a this Agreement), without your prior written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeconsent.

Agreements of the Company. The Company covenants and agrees with the several Underwriters as followsthat: (a) The Registration Statement has become effective, During the period beginning with the Initial Sale Time and if Rule 430A is used or ending on the filing later of the Closing Date or such date as, in the opinion of counsel for the Underwriters, the Final Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, during such period as the Prospectus would be no longer required by law to be delivered in connection with sales the initial offering or sale of the Shares by an underwriter or dealer Securities (including in connection with circumstances where such requirement may be satisfied pursuant to Rule 172) (the offering contemplated by this Agreement“Prospectus Delivery Period”), the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless, in each case, the Company has furnished the Representatives a copy for their review prior to such time, and the Company will not file any such proposed amendment or supplement to which the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior Representatives reasonably object. Subject to the filing thereof foregoing sentence, the Company will cause the Final Prospectus, properly completed, and Grandview shall not have reasonably objected any supplement thereto in good faithto be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filings. (cb) The During the Prospectus Delivery Period, the Company will notify promptly advise the Underwriters promptly, and will, if requested, confirm such notification in writing: Representatives (i) when the Final Prospectus and any post-effective Issuer Free Writing Prospectus, and any supplements or amendments thereto, have been filed with the Commission pursuant to Rules 424(b) and 433, respectively, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement has been filed or becomes effective; , (iiiii) of any request by the Commission for any amendments to amendment of the Registration Statement or any amendment or supplements supplement to the Final Prospectus or for any additional information; , (iiiiv) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, Statement or the initiation institution or threatening of any proceedings proceeding for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of the receipt by the Company of any notification with respect to any the suspension of the qualification of the Shares Securities for offer and sale in any jurisdictionjurisdiction or the initiation or threatening of any proceeding for such purpose. If at The Company will use its reasonable best efforts to prevent the issuance of any time such stop order and, if issued, to obtain as soon as possible the Commission shall issue any order suspending withdrawal thereof, including, if necessary, and subject to the effectiveness first sentence of paragraph (a) of this Section 4, by filing an amendment to the Registration Statement in connection with the offering contemplated hereby, the or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (c) The Company will make every reasonable effort to obtain prepare a final term sheet, containing solely a description of the withdrawal of any Securities, as set forth in Schedule IV hereto, and will file such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, term sheet pursuant to Rule 430A, it will use its best efforts to comply with 433(d) within the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all time required by such filingsRule. (d) If, at any time when a during the Prospectus relating to the Shares is required to be delivered under the Securities ActDelivery Period, the Company becomes aware of the occurrence of any event occurs as a result of which which, in the opinion of counsel for the Underwriters or counsel for the Company, the Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time shall be necessary to amend the Registration Statement or supplement the Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus or the Registration Statement to comply with the Securities Act or the Rules Exchange Act or the respective rules and Regulationsregulations thereunder, the Company promptly will promptly (i) notify Grandview andthe Representatives of such event or, subject to Section 4(bin circumstances where the Company’s obligations under this paragraph (d) hereofarise from an opinion of counsel for the Underwriters, will promptly notify the Representatives of such event after the Company receives such opinion, (ii) prepare and file with the Commission, at subject to the Company’s expensefirst sentence of paragraph (a) of this Section 4, an amendment to the Registration Statement Statement, a new registration statement or an amendment or supplement to the Disclosure Package or the Final Prospectus that corrects will correct such statement or omission or effects effect such compliance and will deliver compliance, (iii) use its reasonable best efforts to have any amendment to the Underwriters, without charge, such number of copies thereof Registration Statement or new registration statement declared effective as the Underwriters may reasonably request. The Company consents soon as practicable and (iv) supply any supplemented Final Prospectus to the use of the Prospectus or any amendment or supplement thereto by the UnderwritersRepresentatives in such quantities as may be reasonably requested. (e) The As soon as practicable, the Company will furnish make generally available to its security holders and to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy Representatives an earnings statement or statements of the Registration Statement as originally filed with Company and its subsidiaries (which need not be audited) covering a period of at least 12 months beginning after the Commission date hereof and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (iiotherwise satisfying the provisions of Section 11(a) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as Act (including, at the Underwriters may reasonably requestoption of the Company, Rule 158). (f) The Company will comply with all furnish to the undertakings contained in Representatives and counsel for the Underwriters, without charge, copies of the Registration StatementStatement (including exhibits thereto) and, during the Prospectus Delivery Period, as many copies of any Preliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and supplement thereto as the Representatives may reasonably request. (g) The Company represents and agrees that, except will arrange for the Approved FWPqualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (provided that the Company will not be required to qualify to do business in any jurisdiction where it has is not now qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject), will arrange for the determination of the legality of the Securities for purchase by institutional investors and will pay the fee of the Financial Industry Regulatory Authority in connection with its review of the offering. (h) The Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters for any expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for printing and engraving fees, for fees charged by the Trustee, for the expenses, if any, incurred by the Underwriters in road shows, for any filing fee of the Financial Industry Regulatory Authority relating to the Securities and for expenses incurred in printing and distributing the Final Prospectus, any Preliminary Final Prospectuses and any supplements thereto to the Underwriters. The Company will pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). (i) During the Prospectus Delivery Period, the Company will not, unless it obtains without the prior written consent of Grandviewthe Representatives, which consent prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus where, as a result of such preparation, use, authorization, approval or reference, the Company would be required to file the Issuer Free Writing Prospectus with the Commission or retain the Issuer Free Writing Prospectus under Rule 433 and the Company will not be unreasonably withheld, conditioned or delayed, make file any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed Issuer Free Writing Prospectus with the CommissionCommission (other than the Issuer Free Writing Prospectuses identified in Schedule III hereto, any electronic road show and any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package). Any such free writing prospectus Free Writing Prospectus consented to by Grandview (including the Approved FWP) Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that (i) it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, Issuer Free Writing Prospectus and has complied and (ii) it will comply with the requirements said Rule of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that not, without the Shares are listed on the NASDAQ Capital Market at the time prior written consent of the Initial ClosingRepresentatives, and seeking and using its best efforts offer, sell, contract to maintain sell, pledge, or otherwise dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such listing for a period of at least three (3) years after transaction, until the ClosingClosing Date. (k) The Company shall retain a firm of independent certificate public accountantswill not take, acceptable directly or indirectly, any action designed to Grandviewor that would constitute or that might reasonably be expected to cause or result in, which will have under the responsibility for the preparation Exchange Act or otherwise, stabilization or manipulation of the financial statements and price of any security of the financial exhibits, if any, Company to be included in facilitate the Registration Statement and continuing to retain such accountants, sale or comparable accountants, for a period resale of at least three (3) years after the ClosingSecurities. (l) The Company shall will retain a transfer agent for copies of each Issuer Free Writing Prospectus that is not filed with the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the ClosingCommission in accordance with Rule 433. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after will use the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years net proceeds from the Closingoffering as set forth in the Disclosure Package and the Final Prospectus. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters Placement Agents as follows: (a) The When the Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, ) pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview the Placement Agents promptly following such filing. (b) The Company will use commercially reasonable efforts to keep the Registration Statement effective at all times during the period commencing on the effective date of the Registration Statement and continuing thereafter until the closing of the sale of the Units and for at least six months thereafter, and until such later date that either (i) all Warrants shall have either been exercised in full or terminated or (ii) in the opinion of counsel, an exemption from the registration requirements of applicable federal and state securities laws is available for the issuance of all Securities and the resale thereof (the “Registration Period”). (c) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this AgreementRegistration Period, file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, except as required by law, unless a copy thereof shall first have been submitted to Grandview the Placement Agents within a reasonable period of time prior to the filing thereof and Grandview the Placement Agents shall not have reasonably and timely objected thereto in good faith. (cd) The Company will notify the Underwriters Placement Agents promptly, and will, if requested, confirm such notification in writing: , (i1) when any post-effective amendment to the Registration Statement becomes effectiveeffective at any time during the Registration Period; (ii2) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectuses or for additional informationinformation at any time during the Registration Period; (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, at any time during the Registration Period; (iv4) of becoming aware of the occurrence of any event during the Registration Period that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares Securities for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters Placement Agents promptly of all such filings. (de) If, at any time when a Prospectus relating to the Shares Securities is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agents, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview the Placement Agents and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the UnderwritersPlacement Agents, without charge, such number of copies thereof as the Underwriters Placement Agents may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the UnderwritersPlacement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements thereto. (ef) The Company will furnish to the Underwriters Placement Agents and Underwriter Counseltheir counsel, without charge: charge (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment theretoStatement, including financial statements and schedules, and all exhibits thereto, thereto and (ii) so long as a prospectus relating to the Shares Securities is required to be delivered under the Securities Act, as many copies of each Issuer Free Writing Prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto as the Underwriters Placement Agents may reasonably request. (fg) The Company will comply with all the undertakings contained in the Registration Statement. (gh) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Placement Agents, and unless counsel to the Company and the Placement Agents agree that the Company is not an “issuer free writing prospectus,ineligible issuer” as defined in Rule 433 promulgated under the Securities Act, or that would and is otherwise constitute eligible to use a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented pursuant to by Grandview Rule 405; (including the Approved FWPi) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (hj) Prior to the sale of the Shares Units to the Investors, the Company will cooperate with Grandview the Placement Agents and Underwriter Counsel their counsel in connection with the registration or qualification of the Shares Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview the Placement Agents may reasonably and timely request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (ik) The Company will apply the net proceeds from the offering and sale of the Offered Securities Units in substantially the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing.” (l) The Company shall retain a transfer agent will take all actions necessary to ensure that the Shares and the Warrant Shares are eligible for trading, when issued on the Company’s Common Stock and continue OTC Bulletin Board at the time of Closing, to retain the extent such transfer agent, or a comparable firm, for a period of three (3) years after the Closingactions are within its control. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares its Common Stock to facilitate the sale or resale of any of the SharesSecurities. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (qn) The Company shall supply Grandview and its counsel, at the Company’s costs, comply with a reasonable number of bound volumes all of the public offering materials within a reasonable time after terms and conditions set forth in the ClosingCompany Lock-Up Agreement, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingincluding without limitation, the Company will grant Grandview covenant that it shall not consent to any request by any other party subject to a lock-up agreement to permit the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved sale by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager party of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt shares of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeCommon Stock.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish you up to four signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits and documents incorporated therein by reference, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement (including, without limitation, the issuance or filing of any term sheet within the meaning of Rule 434 under the Act) to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement (including, without limitation, the issuance or filing of any term sheet within the meaning of Rule 434 under the Act) to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated therein by reference as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company will comply with all shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the undertakings contained in Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (g) The Company represents To mail and agrees thatmake generally available to its stockholders as soon as practicable an earnings statement covering the twelve-month period ending March 31, except for 1998 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the sale record holders of its Common Stock a financial report of the Company and its subsidiaries, if any, on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, summary financial statements as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (i) During the period referred to in paragraph (h), to furnish to you as soon as available copies of all reports or other communications furnished to the record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Sellers' obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and any Selling Stockholder's counsel (in addition to the Company's counsel) in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), if any; provided(v) the filing fees and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, that in no event shall Inc., (vi) all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, and (ix) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it and the Selling Stockholders hereunder for which provision is not now so qualified or to take any action which would subject it to general service of process otherwise made in any jurisdiction where it is not now so subjectthis Section. (ik) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will To use its best efforts to ensure that maintain the Shares are listed on the NASDAQ Capital Market at the time inclusion of the Initial Closing, and seeking and using its best efforts to maintain such listing Common Stock on The Nasdaq National Market (or on a national securities exchange) for a period of at least three (3) five years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation effective date of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the ClosingStatement. (l) The To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company shall retain a transfer agent for prior to the Company’s Common Stock and continue to retain such transfer agentClosing Date or any Option Closing Date, or a comparable firm, for a period of three (3) years after as the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pm) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Unless this Agreement is terminated in accordance with its terms, the Company covenants and agrees with the Underwriters as followsPurchasers: (a) The Registration Statement has become effective, and if Rule 430A is used or To advise the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview Purchasers promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by the Purchasers, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus Form S-4 or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Form S-4 or of the Prospectussuspension of qualification of the Remaining Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Form S-4 becomes effective, and (iv) of becoming aware of the occurrence of any event that in the judgment of if the Company makes any statement made in the is required to file a Rule 462(b) Registration Statement or after the Prospectus untrue in any material respect or that requires effectiveness of this Agreement, when the making of any changes in the Rule 462(b) Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdictionhas become effective. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyForm S-4, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filings.time; (db) If, at To not file any time when a Prospectus relating post effective amendments to the Shares is required to be delivered under Form S–4 that changes any terms of the Securities ActExchange Offer, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, Offering or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, Restructuring without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandvieweach Purchaser, which consent will shall not be unreasonably withheld; provided, conditioned or delayed, make that any offer relating Purchaser that reasonably withholds its consent shall be deemed to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required no longer be party to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations.this Agreement; (hc) Prior to the sale any public offering of the Remaining Shares to the Investorsto, the Company will (i) cooperate with Grandview the Purchasers and Underwriter Counsel counsel for the Purchasers in connection with the registration or qualification of the Remaining Shares for offer and sale by the several Purchasers under the state securities or Blue Sky laws of such jurisdictions as Grandview the Purchasers may reasonably request, if any(ii) use it commercially reasonable best efforts to continue such registration or qualification in effect so long as required for distribution of the Remaining Shares, and (iii) file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that in no event shall the Company shall not be obligated required in connection therewith to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action which that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Form S-4, or the offering or sale of the Remaining Shares, in any jurisdiction where in which it is not now so subject.; (d) To use its commercially reasonable best efforts to list the Common Stock on the New York Stock Exchange or the NASDAQ Stock Market as promptly as practicable; provided that the Company shall not be obligated to apply for such listing until such time as it reasonably believes it meets the applicable listing criteria; (e) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) The Company will apply the net proceeds from fees, disbursements and expenses of its counsel and its accountants in connection with the offering registration and delivery of the Remaining Shares under the Securities Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Form S-4 (including financial statements and exhibits) and all amendments and supplements to any of the foregoing, (ii) all costs and expenses related to the transfer and delivery of the Remaining Shares to the Purchasers, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the purchase, sale or delivery of the Remaining Shares, (iv) all expenses in connection with the registration or qualification of the Remaining Shares for offer and sale under the securities or Blue Sky laws of the Offered Securities several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith, (v) all fees and expenses in connection with the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds preparation and filing of the Offering will be used registration statement on Form 8-A relating to pay outstanding loans from officersthe Preferred Stock and all costs and expenses incident to the listing of the Remaining Shares on the NASDAQ Stock Market or the New York Stock Exchange, directors or stockholders.if applicable, (vi) the cost of printing certificates representing the Remaining Shares, (vii) the costs and charges of any transfer agent, registrar and/or depositary, and (viii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section; (jf) The Company will To use its commercially reasonable best efforts to ensure that do and perform all things required or necessary to be done and performed under this Agreement by the Shares are listed on Company prior to the NASDAQ Capital Market Closing Date, and to satisfy all conditions precedent to the delivery of the Remaining Shares; (g) If the Form S-4 at the time of the Initial Closingeffectiveness of this Agreement does not cover all of the Remaining Shares, to file a Rule 462(b) Registration Statement with the Commission registering the Remaining Shares not so covered in compliance with Rule 462(b) as promptly as practicable, and seeking in any event prior to the expiration of the Exchange Offer, and using its best efforts to maintain pay to the Commission the filing fee for such listing Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for a period the payment of at least three (3such fee pursuant to Rule 111(b) years after under the Closing.Securities Act; and (kh) The Company That it shall retain a firm of independent certificate public accountants, acceptable provide notice to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale Purchasers of any breach of this Agreement and seek to cure the Sharessame, in each case as promptly as practicable. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you five (5) signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under in connection with sales by an Underwriter or a dealer, to furnish in New York City to each Underwriter and any dealer as many copies of the Securities ActProspectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. The Company shall bear the cost of any amendment to the Registration Statement or amendment or supplement to, or delivery of, the Company becomes aware Prospectus pursuant to Section 5(c) above, this Section 5(d) or Section 5(e) below for any such amendment or supplement made within twelve months of the occurrence date of this Agreement, and thereafter, the Company's out-of-pocket costs incurred pursuant to any such amendment or supplement shall be borne by the Underwriters. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company will comply with all shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the undertakings contained in Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (g) The Company represents To mail and agrees thatmake generally available to its stockholders as soon as practicable an earnings statement covering the twelve-month period ending December 31, except for 2000 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the sale record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Sellers' obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and any Selling Stockholder's counsel (in addition to the Company's counsel) in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), if any; provided(v) the filing fees and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, that in no event shall Inc., (vi) all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, and (ix) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it and the Selling Stockholders hereunder for which provision is not now so qualified or to take any action which would subject it to general service otherwise made in this Section. The provisions of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which this Section shall not be unreasonably withheld, conditioned supersede or delayed, no proceeds otherwise affect any agreement that the Company and the Selling Stockholders may otherwise have for allocation of the Offering will be used to pay outstanding loans from officers, directors or stockholderssuch expenses among themselves. (j) The Company will To use its best efforts to ensure that list for quotation the Shares are listed on the NASDAQ Capital Nasdaq National Market at and to maintain the time listing of the Initial Closing, and seeking and using its best efforts to maintain such listing Shares on the Nasdaq National Market for a period of at least three (3) years after the Closingdate of this Agreement. (k) The Company shall retain a firm of independent certificate public accountants, acceptable To use its best efforts to Grandview, which will have the responsibility for the preparation of the financial statements do and the financial exhibits, if any, perform all things required or necessary to be included in done and performed under this Agreement by the Registration Statement and continuing Company prior to retain such accountantsthe Closing Date or any Option Closing Date, or comparable accountants, for a period of at least three (3) years after as the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pl) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters Placement Agent as follows: (a) The When the Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, ) pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview the Placement Agent promptly following such filing. (b) The Company will use commercially reasonable efforts to keep the Registration Statement effective at all times during the period commencing on the effective date of the Registration Statement and continuing thereafter until the closing of the sale of the Units and for at least six months thereafter, and until such later date that either (i) all Warrants shall have either been exercised in full or terminated or (ii) in the opinion of counsel, an exemption from the registration requirements of applicable federal and state securities laws is available for the issuance of all Securities and the resale thereof (the “Registration Period”). (c) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this AgreementRegistration Period, file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, except as required by law, unless a copy thereof shall first have been submitted to Grandview the Placement Agent within a reasonable period of time prior to the filing thereof and Grandview the Placement Agent shall not have reasonably and timely objected thereto in good faith. (cd) The Company will notify the Underwriters Placement Agent promptly, and will, if requested, confirm such notification in writing: , (i1) when any post-effective amendment to the Registration Statement becomes effectiveeffective at any time during the Registration Period; (ii2) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectuses or for additional informationinformation at any time during the Registration Period; (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof, at any time during the Registration Period; (iv4) of becoming aware of the occurrence of any event during the Registration Period that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares Securities for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters Placement Agent promptly of all such filings. (de) If, at any time when a Prospectus relating to the Shares Securities is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agent, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agent, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Placement Agent, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview the Placement Agent and, subject to Section 4(b5(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the UnderwritersPlacement Agent, without charge, such number of copies thereof as the Underwriters Placement Agent may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the UnderwritersPlacement Agent, and the Placement Agent agrees to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements thereto. (ef) The Company will furnish to the Underwriters Placement Agent and Underwriter Counselits counsel, without charge: charge (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment theretoStatement, including financial statements and schedules, and all exhibits thereto, thereto and (ii) so long as a prospectus relating to the Shares Securities is required to be delivered under the Securities Act, as many copies of each Issuer Free Writing Prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto as the Underwriters Placement Agent may reasonably request. (fg) The Company will comply with all the undertakings contained in the Registration Statement. (gh) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Placement Agent, and unless counsel to the Company and the Placement Agent agree that the Company is not an “issuer free writing prospectus,ineligible issuer” as defined in Rule 433 promulgated under the Securities Act, or that would and is otherwise constitute eligible to use a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented pursuant to by Grandview Rule 405; (including the Approved FWPi) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (hj) Prior to the sale of the Shares Units to the Investors, the Company will cooperate with Grandview the Placement Agent and Underwriter Counsel its counsel in connection with the registration or qualification of the Shares Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview the Placement Agent may reasonably and timely request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (ik) The Company will apply the net proceeds from the offering and sale of the Offered Securities Units in substantially the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing.” (l) The Company shall retain a transfer agent will take all actions necessary to ensure that the Shares and the Warrant Shares are listed or approved for listing on NYSE Amex Equities at the Company’s Common Stock and continue time of Closing, with such listing to retain such transfer agent, occur at the Closing or a comparable firm, for a period of three (3) years after the Closingas soon as practicable thereafter. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares its Common Stock to facilitate the sale or resale of any of the SharesSecurities. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (qn) The Company shall supply Grandview and its counsel, at the Company’s costs, comply with a reasonable number of bound volumes all of the public offering materials within a reasonable time after terms and conditions set forth in the ClosingCompany Lock-Up Agreement, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingincluding without limitation, the Company will grant Grandview covenant that it shall not consent to any request by any other party subject to a lock-up agreement to permit the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved sale by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager party of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt shares of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeCommon Stock.

Agreements of the Company. The Company covenants and agrees with each of the Underwriters as follows: (a) The Registration Statement has become effectiveCompany will prepare a supplement to the Prospectus setting forth the amount of the Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and if Rule 430A is used or such other information as the filing Underwriters and the Company deem appropriate in connection with the offering of the Prospectus is otherwise required under Rule 424(b)Notes, and the Company will timely file the Prospectus (properly completed if Rule 430A has been used), subject such supplement to the prior approval of Grandview, prospectus with the SEC pursuant to Rule 424(b) within under the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Act, but the Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, not file any amendment or supplement amendments to the Registration Statement as in effect with respect to the Notes or any amendments or supplements to the Prospectus Prospectus, unless a copy thereof it shall first have been submitted to Grandview within a reasonable period delivered copies of time prior such amendments or supplements to the filing thereof and Grandview Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall not have reasonably objected thereto in good faith. (c) The promptly after receipt thereof; the Company will notify immediately advise the Underwriters promptly, and will, if requested, confirm such notification in writing: or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement becomes effective; has become or will become effective and (ii) of any request by order or communication suspending or preventing, or threatening to suspend or prevent, the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; (iii) offer and sale of the issuance by the Commission of any stop order preventing Notes or suspending the effectiveness of the Registration Statement, the Prospectus, or the initiation of any proceedings for or examinations that purpose may lead to such an order or the threat thereof; (iv) of becoming aware communication, whether by or of the occurrence of SEC or any event that in the judgment of authority administering any state securities or Blue Sky law, as soon as the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements thereinis advised thereof, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with prevent the provisions issuance of and make all requisite filings with the Commission pursuant to said Rule 430A any such order or communication and to notify the Underwriters promptly of all such filingsobtain as soon as possible its lifting, if issued. (db) If, at any time when a the Prospectus relating to the Shares Notes is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event occurs as a result of which the Prospectus, Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company promptly will promptly notify Grandview and, subject to Section 4(b) hereof, the Representative of such event and will promptly prepare and file with the CommissionSEC, at the Company’s its own expense, an amendment to the Registration Statement or an amendment or supplement to the such Prospectus that corrects will correct such statement or omission or effects an amendment that will effect such compliance compliance. Neither the Representative'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 hereof. (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Notes and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the offering or sale of the Notes. (d) The Company will deliver furnish to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with (including all documents and exhibits thereto or incorporated by reference therein), the Commission and each amendment thereto, including financial statements and schedulesProspectus, and all exhibits thereto, (ii) so long as a prospectus amendments and supplements to such documents relating to the Shares is required to be delivered under the Securities ActNotes, as many copies of the Prospectus or any amendment or supplement thereto in each case in such quantities as the Underwriters may reasonably request. (e) [Intentionally Omitted] (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed cooperate with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, Underwriters and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel their counsel in connection with the registration qualification of, or qualification procurement of exemptions with respect to, the Shares Notes for offer offering and sale by the Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as Grandview the Underwriters may reasonably request, if anydesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (ig) The Company will apply consents to the net proceeds from use, in accordance with the offering securities or Blue Sky laws of such jurisdictions in which the Notes are offered by the Underwriters and sale by dealers, of the Offered Securities in Prospectus furnished by the manner set forth in Company. (h) To the Prospectus under extent, if any, that the caption “Use rating or ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of Proceedsdocuments or the taking of any other reasonable actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds (i) So long as any of the Offering Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Notes required to be used filed with the SEC pursuant to pay outstanding loans the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder, and (ii) such other information concerning the Company as the Underwriters may request from officers, directors or stockholderstime to time. (j) The Company will use its best efforts If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to ensure that any provisions hereof (otherwise than by notice given by the Shares are listed Representative terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Representative because of any failure or refusal on the NASDAQ Capital Market at the time part of the Initial ClosingCompany to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket expenses (including fees and seeking and using its best efforts to maintain such listing expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for a period loss of at least three (3) years after the Closingprofits or otherwise. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have net proceeds from the responsibility for the preparation sale of the financial statements and Notes hereunder will be applied substantially in accordance with the financial exhibits, if any, to be included description set forth in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the ClosingProspectus. (l) The Except as stated in this Agreement and in the Prospectus, the Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agenthas not taken, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company nor will not at any timeit take, directly or indirectly, take any action intended, designed to or which that might reasonably be expected, expected to cause or result in, in stabilization or which will constitute, stabilization manipulation of the price of the Shares Notes to facilitate the sale or resale of any the Notes. (m) For a period from the date of this Agreement until the retirement of the SharesNotes, the Company will deliver to you the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee or the Company pursuant to the Servicing Agreement as soon as such statements and reports are furnished to the Trustee or the Company. (n) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to the Xxxxnced Student Loans and shall cause the Servicer, SLC and SLC Receivables to mark their respective computer records relating to the Financed Xxxdent Loans to show the absolute ownership by the Trustee, as eligible lender of, and the interest of the Company in, the initial Financed Student Loans, and from and after each Closing Date the Company will take, or cause the Servicer, SLC and SLC Receivables to take, as the case may be, such actions with respect to the respective records of each with regard to any additional acquired Student Loans at the time of the acquisition thereof by the Trustee on behalf of the Company and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Student Loans, other than as permitted by the Basic Documents. (o) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Company and any entity affiliated, directly or indirectly, with the Company will, without the prior written notice to the Underwriters, offer to sell or sell notes (other than the Notes) collateralized by FFELP Loans; provided, however, that this shall not be construed to prevent the sale of FFELP Loans by the Company or any entity affiliated, directly or indirectly, with the Company. (p) The Company shallIf, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the reasonable request of the Underwriters1933 Act, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date then, immediately following the Initial Closing Dateexecution of this Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the 1933 Act, copies of an amended Prospectus containing all information so omitted. (q) The Company shall supply Grandview and its counselAs soon as practicable, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time but not later than 16 months after the Closing, as well as a reasonable number date of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingthis Agreement, the Company will grant Grandview make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the right later of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders effective date of the CompanyRegistration Statement, (ii) shares issued in payment the effective date of the consideration for an acquisition most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and (iii) conventional banking arrangements and commercial debt financingthe date of the Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeAct.

Agreements of the Company. The Company covenants and agrees with the Underwriters Underwriter[s] as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandviewthe Underwriter[s], pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview the Underwriter[s] promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview the Underwriter[s] within a reasonable period of time prior to the filing thereof and Grandview the Underwriter[s] shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters Underwriter[s] promptly, and will, if requested, confirm such notification in writing: , (i1) when any post-effective amendment to the Registration Statement becomes effective; (ii2) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information; (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any proceedings for that purpose or the threat thereof; (iv4) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters Underwriter[s] promptly of all such filings. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Underwriter[s], include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Underwriter[s], include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counselcounsel to the Underwriter[s], at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and RegulationsRules, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, the Underwriter[s] and will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the UnderwritersUnderwriter[s], without charge, such number of copies thereof as the Underwriters Underwriter[s] may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the UnderwritersUnderwriter[s], and the Underwriter[s] agree[s] to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements thereto. (e) The Company will furnish to the Underwriters Underwriter[s] and Underwriter Counsel[its][their] counsel, without charge: charge (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of each Issuer Free Writing Prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto as the Underwriters Underwriter[s] may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Issuer Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under without the Securities Act, and has complied and will comply with prior written consent of the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Underwriter[s]. (h) The Company will retain in accordance with the Rules and Regulations all Permitted Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and RegulationsRules. (hi) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview the Underwriter[s] and Underwriter Counsel [its][their] counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview the Underwriter[s] may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (ij) The Company will apply the net proceeds from the offering and sale of the Offered Securities Shares in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders.” (jk) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market NYSE Amex at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filings. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that obtain the Shares are listed on the NASDAQ Capital Market withdrawal or lifting of such order at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closingearliest possible time. (kb) The Company shall retain a firm To furnish to you four signed copies of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement as first filed with the Commission and continuing of each amendment to retain such accountantsit, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holdersincluding all exhibits, and continue to retain furnish to you and each Underwriter designated by you such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.conformed

Agreements of the Company. The Company covenants and agrees with the several Underwriters as followsthat: (a) The Registration Statement has become effective, During the period beginning with the Initial Sale Time and if Rule 430A is used or ending on the filing later of the Closing Date or such date as, in the opinion of counsel for the Underwriters, the Final Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, during such period as the Prospectus would be no longer required by law to be delivered in connection with sales the initial offering or sale of the Shares by an underwriter or dealer Securities (including in connection with circumstances where such requirement may be satisfied pursuant to Rule 172) (the offering contemplated by this Agreement“Prospectus Delivery Period”), the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless, in each case, the Company has furnished the Representatives a copy for their review prior to such time, and the Company will not file any such proposed amendment or supplement to which the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior Representatives reasonably object. Subject to the filing thereof foregoing sentence, the Company will cause the Final Prospectus, properly completed, and Grandview shall not have reasonably objected any supplement thereto in good faithto be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filings. (cb) The During the Prospectus Delivery Period, the Company will notify promptly advise the Underwriters promptly, and will, if requested, confirm such notification in writing: Representatives (i) when the Final Prospectus and any post-effective Issuer Free Writing Prospectus, and any supplements or amendments thereto, have been filed with the Commission pursuant to Rules 424(b) and 433, respectively, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement has been filed or becomes effective; , (iiiii) of any request by the Commission for any amendments to amendment of the Registration Statement or any amendment or supplements supplement to the Final Prospectus or for any additional information; , (iiiiv) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, Statement or the initiation institution or threatening of any proceedings proceeding for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of the receipt by the Company of any notification with respect to any the suspension of the qualification of the Shares Securities for offer and sale in any jurisdictionjurisdiction or the initiation or threatening of any proceeding for such purpose. If at The Company will use its reasonable best efforts to prevent the issuance of any time such stop order and, if issued, to obtain as soon as possible the Commission shall issue any order suspending withdrawal thereof, including, if necessary, and subject to the effectiveness first sentence of paragraph (a) of this Section 4, by filing an amendment to the Registration Statement in connection with the offering contemplated hereby, the or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (c) The Company will make every reasonable effort to obtain prepare a final term sheet, containing solely a description of the withdrawal of any Securities, as set forth in Schedule IV hereto, and will file such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, term sheet pursuant to Rule 430A, it will use its best efforts to comply with 433(d) within the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all time required by such filingsRule. (d) If, at any time when a during the Prospectus relating to the Shares is required to be delivered under the Securities ActDelivery Period, the Company becomes aware of the occurrence of any event occurs as a result of which which, in the opinion of counsel for the Underwriters or counsel for the Company, the Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, supplemented would include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, made not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time shall be necessary to amend the Registration Statement or supplement the Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus or the Registration Statement to comply with the Securities Act or the Rules Exchange Act or the respective rules and Regulationsregulations thereunder, the Company promptly will promptly (i) notify Grandview andthe Representatives of such event or, subject to Section 4(bin circumstances where the Company’s obligations under this paragraph (d) hereofarise from an opinion of counsel for the Underwriters, will promptly notify the Representatives of such event after the Company receives such opinion, (ii) prepare and file with the Commission, at subject to the Company’s expensefirst sentence of paragraph (a) of this Section 4, an amendment to the Registration Statement Statement, a new registration statement or an amendment or supplement to the Disclosure Package or the Final Prospectus that corrects will correct such statement or omission or effects effect such compliance and will deliver compliance, (iii) use its reasonable best efforts to have any amendment to the Underwriters, without charge, such number of copies thereof Registration Statement or new registration statement declared effective as the Underwriters may reasonably request. The Company consents soon as practicable and (iv) supply any supplemented Final Prospectus to the use of the Prospectus or any amendment or supplement thereto by the UnderwritersRepresentatives in such quantities as may be reasonably requested. (e) The As soon as practicable, the Company will furnish make generally available to its security holders and to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy Representatives an earnings statement or statements of the Registration Statement as originally filed with Company and its subsidiaries (which need not be audited) covering a period of at least 12 months beginning after the Commission date hereof and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (iiotherwise satisfying the provisions of Section 11(a) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as Act (including, at the Underwriters may reasonably requestoption of the Company, Rule 158). (f) The Company will comply with all furnish to the undertakings contained in Representatives and counsel for the Underwriters, without charge, copies of the Registration StatementStatement (including exhibits thereto) and, during the Prospectus Delivery Period, as many copies of any Preliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and supplement thereto as the Representatives may reasonably request. (g) The Company represents and agrees that, except will arrange for the Approved FWPqualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities (provided that the Company will not be required to qualify to do business in any jurisdiction where it has is not now qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject), will arrange for the determination of the legality of the Securities for purchase by institutional investors and will pay any fee of the Financial Industry Regulatory Authority in connection with its review of the offering. (h) The Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters for any expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for printing and engraving fees, for fees charged by the Trustee, for the expenses, if any, incurred by the Underwriters in road shows, for any filing fee of the Financial Industry Regulatory Authority relating to the Securities and for expenses incurred in printing and distributing the Final Prospectus, any Preliminary Final Prospectuses and any supplements thereto to the Underwriters. The Company will pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r). (i) During the Prospectus Delivery Period, the Company will not, unless it obtains without the prior written consent of Grandviewthe Representatives, which consent prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus where, as a result of such preparation, use, authorization, approval or reference, the Company would be required to file the Issuer Free Writing Prospectus with the Commission or retain the Issuer Free Writing Prospectus under Rule 433 and the Company will not be unreasonably withheld, conditioned or delayed, make file any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed Issuer Free Writing Prospectus with the CommissionCommission (other than the Issuer Free Writing Prospectuses identified in Schedule III hereto, any electronic road show and any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package). Any such free writing prospectus Free Writing Prospectus consented to by Grandview (including the Approved FWP) Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that (i) it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, Issuer Free Writing Prospectus and has complied and (ii) it will comply with the requirements said Rule of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that not, without the Shares are listed on the NASDAQ Capital Market at the time prior written consent of the Initial ClosingRepresentatives, and seeking and using its best efforts offer, sell, contract to maintain sell, pledge, or otherwise dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such listing for a period of at least three (3) years after transaction, until the ClosingClosing Date. (k) The Company shall retain a firm of independent certificate public accountantswill not take, acceptable directly or indirectly, any action designed to Grandviewor that would constitute or that might reasonably be expected to cause or result in, which will have under the responsibility for the preparation Exchange Act or otherwise, stabilization or manipulation of the financial statements and price of any security of the financial exhibits, if any, Company to be included in facilitate the Registration Statement and continuing to retain such accountants, sale or comparable accountants, for a period resale of at least three (3) years after the ClosingSecurities. (l) The Company shall will retain a transfer agent for copies of each Issuer Free Writing Prospectus that is not filed with the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the ClosingCommission in accordance with Rule 433. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after will use the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years net proceeds from the Closingoffering as set forth in the Disclosure Package and the Final Prospectus. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of GrandviewAegis, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview Aegis promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview Aegis within a reasonable period of time prior to the filing thereof and Grandview Aegis shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will, if requested, confirm such notification in writing: (i) when any post-post- effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filings. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview Aegis and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s 's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of GrandviewAegis, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview Aegis (including the Approved FWP) is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview Aegis and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview Aegis may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “"Use of Proceeds.” " Without the written consent of GrandviewAegis, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to GrandviewAegis, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s 's Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s 's Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview Aegis and its counsel, at the Company’s 's costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by GrandviewAegis. (r) Upon the Closing, the Company will grant Grandview Aegis the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview Aegis accepts such right of first refusal, Grandview Aegis shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview Aegis fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview Aegis will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as follows: (a) The Registration Statement has become effectiveCompany agrees to allocate and remit funds received from customers for the benefit of the each of the Receivables Facility SPV, each Administrative Agent and each Securitization SPV, respectively, and if Rule 430A is used or shall control the filing movement of such funds out of the Prospectus is otherwise required under Rule 424(b)Collection Accounts (such allocation, remittance and deposits hereafter called the Company will file “Allocation Services”) in accordance with the Prospectus (properly completed if Rule 430A has been used), subject terms of this Agreement and the Credit and Collection Policy. The same entity must always act as servicer in the performance of the Allocation Services with respect to the prior approval of Grandview, pursuant to Rule 424(b) within Joined Party Transaction Documents and the prescribed time period and will provide a copy of such filing to Grandview promptly following such filingReceivables Documents. (b) The In the event that any Joined Party is entitled to, and desires to, exercise its right, pursuant to its Joined Party Transaction Documents, to replace the Company will notas servicer, during such period collection agent or similar role thereunder, or in the event that the RFA Administrative Agent is entitled to, and desires to, exercise its right to replace the Company as Servicer, and therefore to terminate the role of the Company as the Prospectus would be required by law to be delivered in connection with sales provider of the Shares by an underwriter or dealer Allocation Services hereunder, the party desiring to exercise such right shall promptly give written notice to the other Administrative Agents (the “Servicer Notice”) in connection accordance with the offering contemplated by notice provisions of this Agreement, file any amendment or supplement Agreement and consult with the other Administrative Agents with respect to the Registration Statement or Person who would replace the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period Company as the provider of time prior the Allocation Services hereunder. Any successor to the filing thereof Company as the provider of the Allocation Services hereunder shall be agreed to by the Administrative Agents within ten (10) Business Days of the date of the Servicer Notice, and Grandview such successor shall not have reasonably objected thereto be subject to satisfaction of the Rating Agency Condition and otherwise satisfy the provisions of the respective Joined Party Transaction Documents and the Receivables Documents. The Person named as replacement collection agent in good faithaccordance with this Section 6 is referred to herein as the “Replacement Collection Agent.” (c) The Company will notify Anything in this Agreement to the Underwriters promptlycontrary notwithstanding, any action taken by any Administrative Agent to appoint a Replacement Collection Agent pursuant to this Section 6 shall be subject to the Rating Agency Condition and willthe consents, if requestedrequired by law, confirm such notification in writing: (i) when regulation, regulatory order or of the California Public Utility Commission and as may be required by the Receivables Documents or any post-effective amendment to the Registration Statement becomes effective; (ii) Joined Party Transaction Document. The parties hereto acknowledge and agree that any approval or consent of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, or the initiation of any proceedings for rating agency that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus is required in order to make satisfy the statements therein, in light of the circumstances in which they are made, Rating Agency Condition is not misleading; and (v) of receipt by the Company of any notification with respect subject to any suspension standard of commercial reasonableness, and the qualification of parties are bound to satisfy this condition whether or not the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filingsrating agencies are unreasonable or arbitrary. (d) If, at any time when a Prospectus relating Anything in this Agreement to the Shares is required to be delivered under the Securities Actcontrary notwithstanding, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment obligations to the Registration Statement or an amendment or supplement to Collection Account Agent hereunder shall survive notwithstanding that a Replacement Collection Agent has replaced the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof Company as the Underwriters may reasonably request. The Company consents to the use provider of the Prospectus or any amendment or supplement thereto by the UnderwritersAllocation Services hereunder. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as follows: (a) The Company agrees to use its commercially reasonable efforts to commence the Exchange Offer and the Consent Solicitation as promptly as practicable, to do all things reasonably necessary and appropriate in furtherance thereof, including filing any related documents with the Securities and Exchange Commission (the “Commission”), and to cause the Registration Statement has become effective, and if Rule 430A is used or (as defined below) to be declared effective under the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview Securities Act as promptly following such filingas practicable. (b) The Company will notshall file, during such period as on or before April 15, 2003, with the Prospectus would be required by law Commission a Registration Statement on Form S-4 or any other appropriate form (the “Registration Statement”) under the Securities Act covering the offering of the shares of Broadwing Stock to be delivered offered in connection with sales exchange for the shares of the Shares by an underwriter or dealer Preferred Stock in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faithExchange Offer. (c) The Nothing in this Agreement shall be deemed to prevent the Company will notify or BCI from taking, or failing to take, any action that it is obligated to take (or fail to take) in the Underwriters promptly, and will, if requested, confirm such notification in writing: (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) performance of any request by fiduciary or similar duty which the Commission for Company or BCI owes to any amendments to other Person; provided, however, that such fiduciary or similar duty shall apply only in the Registration Statement or any amendment or supplements to the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, circumstance that BCI or the initiation Company receives an unsolicited offer or expression of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification bona fide interest from a third party with respect to a potential merger, acquisition, business combination or other strategic combination involving BCI or the Company; it being understood and agreed that if any suspension such action (or failure to act) that the board of directors of BCI or the Company determines to be in the best interests of BCI or the Company would alter the terms of the qualification Exchange Offer and Consent Solicitation in a manner not permitted by Section 6, this Agreement and all of the Shares for offer obligations and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness undertakings of the Registration Statement parties set forth in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of this Agreement shall terminate and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filingsexpire. (d) If, at any time when The Company shall provide the Stockholders with a Prospectus relating reasonable opportunity to review and comment upon the form and substance of the documents and other materials that the Company shall distribute to the Shares is required Stockholders to be delivered under effect the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules Exchange Offer and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the UnderwritersConsent Solicitation. (e) The Company will furnish provide the Stockholders with written notice of any executed amendments, waivers or supplements (other than any amendments, waivers or supplements relating to immaterial, and non-economic matters) to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy terms of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, Sale Agreement (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under below) immediately after the Securities Actexecution of any such amendment, waiver or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keepingsupplement. The Company hereby acknowledges that its failure to provide such notice will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for preclude the Company’s Common Stock and continue right to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters terminate this Agreement pursuant to Section 7 prior to any Closing Date following the Initial Closing Date7(vi). (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants agrees that, so long as this Agreement has not been terminated as provided herein, unless otherwise permitted or required by this Agreement or consented to in writing by the Requisite Consenting 10% Noteholders and agrees with the Underwriters as followsRequisite Consenting Cross Holders, it shall: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject use commercially reasonable efforts to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filingmeet all deadlines set forth in Section 5 hereof. (b) The Company will notnot directly or indirectly seek, during such period as the Prospectus would be required by law to be delivered in connection with sales solicit, or support any other plan, sale, proposal, or offer of dissolution, winding up, liquidation, reorganization, merger, or restructuring of the Shares by an underwriter Company that could reasonably be expected to prevent, delay or dealer in connection with impede the offering restructuring of the Company as contemplated by the Amended Plan or that is inconsistent with this AgreementAgreement (collectively, file any amendment or supplement to an “Alternative Plan”); provided, that the Registration Statement or Company may subsequently solicit and negotiate a proposal for an Alternative Plan, but only if such Alternative Plan expressly provides for payment of 10% Notes Claims in full in cash on the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period effective date of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith.such Alternative Plan; (c) The Company will notify not amend the Underwriters promptlyAmended Plan in a manner adverse to the Consenting 10% Noteholders, provided, that changes adverse to the Consenting Cross Holders may not be made without the reasonable consent of the Requisite Consenting Cross Holders (as defined herein); (d) unless provided under Section 4(b), not take any action that is intended or is reasonably likely to interfere with consummation of, the Amended Plan and willthe Restructuring Transactions embodied in the Amended Plan and Term Sheet; (e) unless provided under Section 4(b), if requestedsupport and complete the Restructuring Transactions substantially on the terms set forth in the Amended Plan, confirm with such notification in writingterms subject to changes reasonably acceptable to the Requisite Consenting 10% Noteholders; (f) provide the Consenting 10% Noteholders with copies of all material executory contracts, unexpired leases, employment agreements and new employment agreements, incentive plans, employee benefits plans, performance plans and retention programs to be assumed by the Amended Plan (collectively, the “Material Assumed Contracts”), with assumption of Material Assumed Contracts subject to the reasonable consent of the Requisite Consenting 10% Noteholders (as defined herein); (g) provide the Consenting Noteholders with ongoing consultation rights and the right to propose modifications to the terms of the Amended Plan and Disclosure Statement, with any such modifications: (i) when any post-effective amendment being reasonably satisfactory in form and substance to the Registration Statement becomes effective; Company, the Requisite Consenting 10% Noteholders, and (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements extent adverse to the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filings. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview andConsenting Cross Holders, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use reasonable consent of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations.Requisite Consenting Cross Holders; (h) Prior pay all reasonable and documented fees and expenses incurred by: (i) the Consenting 10% Noteholders for their employment of: (A) Xxxxx Xxxxxxx LLP (“Xxxxx Xxxxxxx”), as legal counsel; (B) Young Xxxxxxx Stargatt & Xxxxxx, LLP (“YCST”), as Delaware counsel; and (C) Duff & Xxxxxx Securities, LLC, as financial advisor (“D&P”) pursuant to the sale terms of D&P’s engagement letter dated June 30, 2011 (the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any“D&P Fee Letter”); provided, that in no event shall as of January 1, 2012, and going forward all reasonable and document D&P monthly fees and expenses are to be paid pursuant to the Alternative Plan Trigger terms of the D&P Fee Letter; provided further, that the Company will use commercially reasonable efforts to pay all outstanding reasonable and documented fees and expenses of Xxxxx Xxxxxxx, YCST, and D&P as of the Approval Order and shall continue to pay such fees in full monthly thereafter in accordance with existing practice and the Stipulation, Agreement, and Final Order Granting Adequate Protection under Sections 361, 362, 363 and 507 of the Bankruptcy Code, dated June 30, 2011 [Docket No. 78] (the “Stipulation”), except D&P’s Deferred Restructuring Fee, which shall be obligated payable upon the Effective Date of the Amended Plan; and (ii) the Consenting Cross Holders, up to qualify $1.75 million, for their employment of counsel and financial advisors, with the allocation of such amount to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subjectbe agreed upon amongst the Consenting Cross Holders. (i) The Company will apply subject to the net proceeds from the offering and sale requirements of the Offered Securities Bankruptcy Code for notice, hearing and Court approval, among other things, operate its business in the manner set forth in ordinary course taking into account the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds terms of the Offering will be used to pay outstanding loans from officersAmended Plan, directors or stockholders.Term Sheet and the Chapter 11 Cases; (j) The Company will use its best efforts to ensure that unless otherwise required by the Shares are listed Bankruptcy Court, keep confidential and cause the amount of 10% Notes Claims and/or 8.625% Notes Claims, as applicable, held by any Consenting Noteholder identified on the NASDAQ Capital Market at signature pages attached hereto to be redacted to the time of extent this Agreement is filed on the Initial Closingdocket maintained in the Chapter 11 Cases, and seeking and using not disclose to any third party the principal amount of 10% Notes Claims and/or 8.625% Notes Claims, as applicable, set forth below each Consenting Noteholder’s name on the signature pages hereof (or below its best efforts name on the signature page of a Joinder Agreement executed by a Consenting Noteholder that becomes a Party to maintain such listing for a period of at least three (3) years this Agreement after the Closing.Execution Date); (k) The Company shall retain if a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation member of the financial statements and Company’s management knows of a breach by the financial exhibitsCompany in any material respect of any of the obligations, if anyrepresentations, to be included in the Registration Statement and continuing to retain such accountantswarranties, or comparable accountantscovenants of the Company set forth in this Agreement, for a period furnish prompt written notice (and in any event within five (5) business days of at least three (3such actual knowledge) years after to counsel to the Closing.Consenting Noteholders; and (l) The Company shall retain in the event there is a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at dispute regarding whether any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and Consenting Noteholder is unreasonably withholding its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingconsent, the Company will grant Grandview shall seek prompt resolution of said dispute in the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeBankruptcy Court.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filings. (d) If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that obtain the Shares are listed on the NASDAQ Capital Market withdrawal or lifting of such order at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closingearliest possible time. (kb) The Company shall retain a firm of independent certificate public accountants, acceptable To furnish to Grandview, which will have the responsibility for the preparation you four signed copies of the financial statements Registration Statement as first filed with the Commission and the financial of each amendment to it, including all exhibits, if anyand to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to be included you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) under the Act; during the period specified in Section 5(d) below, not to file any further amendment to the Registration Statement and continuing not to retain such accountants, make any amendment or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered supplement to the Underwriters pursuant Prospectus of which you shall not previously have been advised or to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.which

Agreements of the Company. The Company covenants and hereby agrees with the Underwriters Underwriter as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Bonds for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when such Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If time. (b) To furnish the Company has omitted any information from Underwriter two (2) signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits and documents incorporated therein by reference, and to furnish to the Underwriter such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits but including documents incorporated therein by reference, as the Underwriter may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to the Underwriter, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which the Underwriter shall not previously have been advised or to which the Underwriter shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by the Underwriter, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriter a Prospectus relating to the Shares prospectus is required by law to be delivered under in connection with sales by the Securities ActUnderwriter or a dealer, to furnish in New York City to the Company becomes aware Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) and any documents incorporated by reference, as the Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriter, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessaryso that the Prospectus will comply with applicable law, in the reasonable judgment of counsel and to furnish to the Company or Underwriter Counsel, at and to any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Company will comply with all Prior to any public offering of the undertakings contained in the Registration Statement. (g) The Company represents and agrees thatBonds, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed cooperate with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, Underwriter and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel its counsel in connection with the registration or qualification of the Shares Bonds for offer and sale by the Underwriter and by dealers under the state securities or Blue Sky laws of such jurisdictions as Grandview the Underwriter may reasonably request, if anyto continue such registration or qualification in effect so long as required for distribution of the Bonds and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that in no event shall the Company shall not be obligated required in connection therewith to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or to take any action which that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Bonds, in any jurisdiction where in which it is not now so subject. (g) To mail and make generally available to its security holders as soon as practicable an earnings statement covering the twelve-month period ending December 31, 1999 that shall satisfy the provisions of Section 11(a) of the Act, and to advise the Underwriter in writing when such statement has been so made available. (h) So long as the Bonds are outstanding, (i) The to mail and make generally available as soon as practicable, but not later than 120 days, after the end of each fiscal year to the record holders of the Bonds a financial report of the Company will apply and its subsidiaries on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the net proceeds end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent public accountants and (ii) to mail and make generally available as soon as practicable, but not later than 45 days, after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the offering and sale beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the Offered Securities in preceding year. (i) So long as the manner set forth in Bonds are outstanding, to furnish to the Prospectus under Underwriter as soon as available copies of all reports or other communications furnished to its security holders or furnished to or filed with the caption “Use Commission or any national securities exchange on which any class of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds securities of the Offering will be used to pay outstanding loans from officers, directors or stockholdersCompany is listed and such other publicly available information concerning the Company and its subsidiaries as the Underwriter may reasonably request. (j) The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Bonds under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriter and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Bonds to the Underwriter, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Bonds, (iv) all expenses in connection with the registration or qualification of the Bonds for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such registration or qualification and memoranda relating thereto), (v) the filing fees and disbursements of counsel for the Underwriter in connection with the review and clearance of the offering of the Bonds by the National Association of Securities Dealers, Inc., (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Bonds and all costs and expenses incident to the listing of the Bonds on any national securities exchanges and/or foreign securities exchanges, (vii) the cost of printing the Bonds, (viii) the costs and charges of any transfer agent, registrar and/or depositary (including DTC), (ix) any fees charged by rating agencies for the rating of the Bonds, (x) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture and the Bonds and (xi) all other costs and expenses incident to the performance of the obligations of the Company will hereunder for which provision is not otherwise made in this Section. (k) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise transfer or dispose of any debt securities of the Company or any warrants, rights or options to purchase or otherwise acquire debt securities of the Company substantially similar to the Bonds, other than (i) the Bonds, (ii) securities issued under the Existing Mortgage (as defined in the Indenture), (iii) commercial paper issued in the ordinary course of business and (iv) promissory notes issued for working capital purposes under the Company's existing bank credit facilities, without the prior written consent of the Underwriter. (l) Not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Bonds. (m) To use its best efforts to ensure that do and perform all things required or necessary to be done and performed under this Agreement by the Shares are listed on Company prior to the NASDAQ Capital Market Closing Date and to satisfy all conditions precedent to the delivery of the Bonds. (n) If the Registration Statement at the time of the Initial Closingeffectiveness of this Agreement does not cover all of the Bonds, to file a Rule 462(b) Registration Statement with the Commission registering the Bonds not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of this Agreement and seeking and using its best efforts to maintain pay to the Commission the filing fee for such listing for a period Rule 462(b) Registration Statement at the time of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable filing thereof or to Grandview, which will have the responsibility give irrevocable instructions for the preparation payment of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement has become effective, and if Rule 430A is used or to be declared effective before the filing offering of the Prospectus is otherwise required under Rule 424(b)Shares may commence, the Company will file the Prospectus (properly completed if Rule 430A has been used), subject endeavor to the prior approval of Grandview, pursuant cause such post-effective amendment to Rule 424(b) within the prescribed time period become effective as soon as possible and will provide a copy of advise the Underwriters promptly and, if requested by the Underwriters, will confirm such filing to Grandview promptly following advice in writing, when such filingpost-effective amendment has become effective. (b) The Company will notadvise the Underwriters promptly and, during if requested by the Underwriters, will confirm such period as advice in writing: of any request by the Prospectus would be required by law to be delivered in connection with sales Commission for amendment of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or a supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will, if requested, confirm such notification in writing: (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectus, suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceedings proceeding for that purpose such purpose; and within the period of time referred to in paragraph (e) below, of any change in the Company's condition (financial or the threat thereof; (iv) other), business, prospects, properties, net worth or results of becoming aware operations, or of the occurrence happening of any event that in the judgment of the Company event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements thereintherein not misleading, in light or of the circumstances in which they are made, not misleading; and necessity to amend or supplement the Prospectus (vas then amended or supplemented) of receipt by to comply with the Company of Act or any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdictionother law. If at any time within the time period referred to in paragraph (e) the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If time. (c) The Company will furnish to the Company has omitted any information from Underwriters, without charge and upon the Underwriters' request, (i) such number of conformed copies of the Registration StatementStatement as originally filed and of each amendment thereto, pursuant to Rule 430Abut without exhibits, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify as the Underwriters promptly may reasonably request, (ii) such number of all such filingscopies of the Incorporated Documents, without exhibits, as the Underwriters may reasonably request, and (iii) one copy of the exhibits to the Incorporated Documents. (d) If, at The Company will not file any time when a Prospectus relating amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (e) below, file any document which upon filing, becomes an Incorporated Document, of which the Underwriters shall not previously have been advised or to which, after the Underwriters shall have received a copy of the document proposed to be filed, the Underwriters shall reasonably object. (e) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or any dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriters may reasonably request. Subject to the provisions of subsection (f) below, the Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws or real estate syndication laws of the jurisdictions in the United States in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or any dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be delivered under set forth in the Securities Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, Prospectus (as then amended or supplemented, would, in the reasonable judgment of counsel to the Company ) or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel necessary to the Company supplement or Underwriter Counsel, at any time to amend or supplement the Prospectus (or to file under the Registration Statement Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Securities Act or the Rules and Regulationsany other law, the Company will promptly notify Grandview forthwith prepare and, subject to Section 4(bthe provisions of paragraph (d) hereofabove, will promptly prepare and file with the CommissionCommission an appropriate supplement or amendment thereto (or to such document), at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will expeditiously furnish to the Underwriters and Underwriter Counseldealers a reasonable number of copies thereof. In the event that the Company and the Underwriters agree that the Prospectus should be amended or supplemented, without charge: (i) one conformed copy of the Registration Statement as originally filed with Company, if requested by the Commission and each amendment theretoUnderwriters, including financial statements and schedules, and all exhibits thereto, (ii) so long as will promptly issue a prospectus relating to press release announcing or disclosing the Shares is required matters to be delivered under covered by the Securities Act, as many copies of the Prospectus or any proposed amendment or supplement thereto as the Underwriters may reasonably requestsupplement. (f) The Company will comply cooperate with all the undertakings contained in the Registration Statement. (g) The Company represents Underwriters and agrees that, except with counsel for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel Underwriters in connection with the registration or qualification of the Shares for offer offering and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws or real estate syndication laws of such jurisdictions as Grandview the Underwriters may reasonably request, if anydesignate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (g) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, which shall satisfy the provisions of Section 11(a) of the Act. (h) The Company will furnish to its shareholders, as soon as practicable after the end of each respective fiscal year, an annual report (including financial statements audited by independent public accountants). (i) If this Agreement shall terminate or shall be terminated after execution by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement to be complied with or fulfilled by the Company, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by the Underwriters in connection with this Agreement. (j) The Company will apply the net proceeds from the offering and sale of the Offered Securities Shares substantially in accordance with the manner description set forth in the Prospectus under the caption “"Use of Proceeds.” Without " in the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholdersProspectus. (jk) The Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise the Underwriters or the Underwriters' counsel of the time and manner of such filing. (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (m) The Company will use its best efforts to ensure that list the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the ClosingNYSE. (n) The Subject to the determination by the Board of Directors of the Company shall register with to the Corporation Records Service published by Standard & Poor’s Corporation contrary, the Company will use its best efforts to meet the requirements to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code") and covenant to maintain such registration cause the Partnership to be treated as a partnership for a period of three (3) years from the Closingfederal income tax purposes. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, Except as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closingprovided in this Agreement, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or grant Grandview any options or warrants to purchase Common Stock for a period of 30 days after the right date of first refusal to co-manage any public underwriting or private placement the Prospectus Supplement, without the prior written consent of debt or equity securities (excluding Citigroup Global Markets Inc., except (i) sales for the issuance of Common Stock pursuant to employees under any compensation or stock option plan approved by the shareholders redemption of units of limited partnership interest in the Partnership ("Partnership Units") in accordance with the Third Amended and Restated Agreement of Limited Partnership of the CompanyPartnership, as amended and (ii) shares for options or Common Stock issued pursuant to stock option or stock purchase plans as described in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of Prospectus or the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeIncorporated Documents.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you three (3) signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company will comply with all and its subsidiaries shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the undertakings contained in Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (g) The Company represents and agrees thatTo make generally available to its shareholders as soon as practicable an earnings statement covering the twelve-month period ending April 30, except for 1999 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the sale record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request in writing. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Sellers' obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and any Selling Shareholder's counsel (in addition to the Company's counsel) in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), if any; provided(v) the filing fees and disbursements of counsel (but not counsel's fees) for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, that Inc., (vi) all fees and expenses in no event shall connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, (ix) a nonaccountable expense allowance in the amount of $750,000 payable to DLJ upon the Closing Date, the payment of which will not require DLJ to provide any accounting therefor and (x) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it and the Selling Shareholders hereunder for which provision is not now so qualified or to take any action which would subject it to general service otherwise made in this Section. The provisions of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which this Section shall not be unreasonably withheld, conditioned supersede or delayed, no proceeds otherwise affect any agreement that the Company and the Selling Shareholders may otherwise have for allocation of the Offering will be used to pay outstanding loans from officers, directors or stockholderssuch expenses among themselves. (j) The Company will To use its best efforts to ensure that list for quotation the Shares are listed on the NASDAQ Capital Nasdaq National Market at the time of the Initial Closing, and seeking and using to use its best efforts to maintain such the listing of the Shares on the Nasdaq National Market for a period of at least three (3) years after the Closingdate of this Agreement. (k) The Company shall retain a firm of independent certificate public accountants, acceptable To use its best efforts to Grandview, which will have the responsibility for the preparation of the financial statements do and the financial exhibits, if any, perform all things required or necessary to be included in done and performed under this Agreement by the Registration Statement and continuing Company prior to retain such accountantsthe Closing Date or any Option Closing Date, or comparable accountants, for a period of at least three (3) years after as the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pl) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followseach of you that: (a) It will, if the Registration Statement has not heretofore become effective under the Act, and if otherwise necessary or required by law, file an amendment to the Registration Statement or, if necessary pursuant to Rule 430A of the Act, a post-effective amendment to the Registration Statement, in each case as soon as practicable after the execution and delivery of this Agreement, and it will use its best efforts to cause the Registration Statement or such post-effective amendment to become effective at the earliest possible time. If the Registration Statement has become effective and the Company, omitting from the Prospectus certain information in reliance upon Rule 430A of the Act, elects not to file a post-effective amendment pursuant to Rule 430A of the Act, it will file the form of Prospectus required by Rule 424(b) of the Act within the time period specified by Rule 430A and Rule 424(b) of the Act. The Company will otherwise comply in a timely manner with all applicable provisions of Rule 424 and Rule 430A of the Act. (b) It will advise DLJ promptly and, if requested by DLJ, confirm such advice in writing, (i) when the Registration Statement has become effective, if and if Rule 430A is used or the filing of when the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, sent for filing pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales 424 of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof Act and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and will, if requested, confirm such notification in writing: (i) when any post-effective amendment to the Registration Statement becomes effective; , (ii) of the receipt of any request comments from the Commission or any state securities commission or any other regulatory authority that relate to the Registration Statement or requests by the Commission or any state securities commission or any other regulatory authority for any amendments amendment or supplement to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; , (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, or of the Prospectussuspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that such purpose by the Commission or the threat thereof; any state securities commission or any other regulatory authority and (iv) of becoming aware of the occurrence happening of any event that during the period referred to in the judgment of the Company paragraph (d), below, which makes any statement of a material fact made in the Registration Statement untrue or the Prospectus untrue in any material respect or that which requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading or that makes any statement of a material fact made in the Prospectus untrue or which requires the making of any addition to or change in the Prospectus in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading; and (v) of receipt by . The Company shall use its best efforts to prevent the Company issuance of any notification with respect to any suspension stop order or order suspending the qualification or exemption of the qualification of the Shares for offer and sale in Securities under any jurisdiction. If Federal or state securities or Blue Sky laws, and, if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with Statement, or any state securities commission or any other regulatory authority shall issue an order suspending the offering contemplated herebyqualification or exemption of the Securities under any state securities or Blue Sky laws, the Company will make shall use every reasonable effort to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (c) Promptly after the Registration StatementStatement becomes effective, pursuant and from time to Rule 430Atime thereafter for such period as in your reasonable judgment a prospectus is required to be delivered in connection with sales of the Securities by an Underwriter or a dealer, it will use its best efforts furnish to comply with each Underwriter and each dealer, without charge, as many copies of the provisions Prospectus, including all documents incorporated by reference therein, (and of and make all requisite filings with any amendment or supplement to the Commission pursuant to said Rule 430A and to notify the Underwriters promptly of all such filingsProspectus) as you may reasonably request. (d) If, at any time when a Prospectus relating to If during the Shares is required to be delivered under the Securities Act, the Company becomes aware period specified in paragraph (c) of the occurrence of this Section 4 any event shall occur as a result of which it becomes necessary to amend or supplement the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madeexisting as of the date the Prospectus is delivered to an offeree or a purchaser, not misleading, or if it is necessary to amend or supplement the Registration StatementProspectus to comply with any law, it will promptly prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinwill not, in the light of the circumstances under which they were madeexisting as of the date the Prospectus is so delivered, not be misleading, and will comply with applicable law, and will promptly notify you of such event and amendment or if supplement and furnish to you without charge such number of copies thereof as you may reasonably request. (e) It will make generally available to its security holders, as soon as practicable and for any the time period specified by Rule 158 under the Act, a consolidated earnings statement which shall satisfy the provision of Section 11(a) and Rule 158 of the Act. (f) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, it will pay and be responsible for all costs, charges, expenses, fees and taxes incurred in connection with or incident to (i) the preparation, printing, filing, distribution and delivery under the Act of the Registration Statement (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements thereto, (ii) the registration with the Commission and the issuance and delivery of the Securities, (iii) the printing and delivery of this Agreement, the Indenture, the Escrow Agreement and all other reason it is necessaryagreements, memoranda, reports, correspondence and other documents printed, distributed and delivered in connection with the offering of the Securities, (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph (i) below (including, in each case, the reasonable judgment fees and disbursements of counsel relating to such registration or qualification and memoranda relating thereto and any filing fees in connection therewith), (v) furnishing such copies of the Registration Statement (including exhibits), Prospectus and preliminary prospectuses, and all amendments and supplements to any of them, including any document incorporated by reference therein, as may be reasonably requested by the Underwriters or by dealers to whom Securities may be sold, (vi) any filing with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the offering of the Securities (including, without limitation, any filing fees in connection therewith but excluding the fees of Xxxxx Xxxx & Xxxxxxxx, legal counsel to the Underwriters ("Underwriters' Counsel")), (vii) the listing of the Securities on the New York Stock Exchange (the "NYSE"), (viii) the rating of the Securities by investment rating agencies, (ix) any "qualified independent underwriter" as required by Schedule E of the Bylaws of the NASD (including fees and disbursements of counsel for such qualified independent underwriter) and (x) the performance by the Company of its other obligations under this Agreement, including (without limitation) the fees of the Trustee and Escrow Agent, the cost of their respective personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses incident to the sale and delivery of the Securities to the Underwriters. (g) It will furnish to DLJ, without charge, one signed copy (plus one additional signed copy to Underwriters' Counsel) of the Registration Statement as first filed with the Commission and of each amendment or supplement to it, including each post-effective amendment, all exhibits filed therewith and all documents incorporated by reference therein, and such number of conformed copies of the Registration Statement as so filed and of each amendment to it, including each post-effective amendment, but without exhibits, as you may reasonably request. (h) It will not file any amendment or supplement to the Registration Statement, whether before or after the time when it becomes effective, or make any amendment or supplement to the Prospectus (other than any document required to be filed under the Securities Exchange Act of 1934, as amended, including the rules and regulations thereunder (collectively, the "Exchange Act") that upon filing is deemed to be incorporated by reference therein) of which you shall not previously have been advised and provided a copy prior to the filing thereof or to which you shall reasonably object unless in the opinion of legal counsel to the Company or Underwriter Counsel, at any time to amend such amendment or supplement is required by law to be filed; it will furnish to you at or prior to the Prospectus or filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement to comply with the Securities Act or the Rules Prospectus; and Regulations, the Company it will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expensepromptly upon your reasonable request, an any amendment or supplement to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement which may be necessary or omission or effects such compliance advisable in connection with the distribution of the Securities by you, and will deliver use its best efforts to cause the Underwriters, without charge, such number of copies thereof same to become effective as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriterspromptly as possible. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably request. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale any public offering of the Shares to the InvestorsSecurities, the Company it will cooperate with Grandview you and Underwriter Underwriters' Counsel in connection with the registration or qualification of the Shares Securities for offer and sale by the Underwriters under the state securities or Blue Sky laws of such United States jurisdictions as Grandview you may reasonably request, if any; provided. The Company will continue such qualification in effect so long as required by law for distribution of the Securities and will file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification (PROVIDED, that in no event shall the Company shall not be obligated to qualify to do business as a foreign corporation in any jurisdiction where in which it is not now so qualified or nor to take any action which that would subject it to general consent to service of process in any jurisdiction where in which it is not now so subject). (ij) The It timely will complete all required filings and otherwise comply fully in a timely manner with all provisions of the Exchange Act to effect the registration of the securities pursuant thereto, and, during the period specified in paragraph (c) of this Section 4, will file timely all reports required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and it will apply use its best efforts to cause the net Securities to be listed on the NYSE. (k) So long as any of the Securities are outstanding, it will mail to each of the Underwriters, without charge, a copy of each report or other publicly available information furnished to holders of the Securities, or filed with the Commission, whether or not required by law or pursuant to the Indenture, and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request, at the same time as such reports or other information are furnished to such holders. (l) To the extent permitted by law, it will not voluntarily claim, and will actively resist any attempts to claim, the benefit of any usury laws against the holders of the Securities. (m) It will use the proceeds from the offering and sale of the Offered Securities in the manner set forth described in the Prospectus under the caption “"Use of Proceeds.” Without " (n) During the written consent period beginning on the date of Grandviewthis Agreement and continuing to and including the Closing Date, which shall it will not be unreasonably withheldoffer, conditioned sell, contract to sell or delayed, no proceeds otherwise dispose of any debt securities of the Offering will be used Company or warrants, rights, or options to pay outstanding loans from officerspurchase debt securities of the Company (other than (i) the Securities and (ii) commercial paper issued in the ordinary course of business), directors or stockholderswithout your prior written consent. (jo) The Company It will use its best efforts to ensure that do and perform all things required to be done and performed under this Agreement by it prior to or after the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, Closing Date and seeking and using will use its reasonable best efforts to maintain such listing for a period of at least three (3) years after satisfy all conditions precedent on its part to be satisfied prior to the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation delivery of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the ClosingSecurities. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus would be is required by law to be delivered in connection with sales of the Shares by an underwriter any Underwriter or any dealer (including in connection with the offering contemplated by this Agreementcircumstances where such requirement may be satisfied pursuant to Rule 172), file any amendment or supplement to the Registration Statement or the Prospectus Prospectus, unless a copy thereof shall first have been submitted to Grandview the Representatives within a reasonable period of time prior to the filing thereof and Grandview the Representatives shall not have reasonably objected thereto in good faith. (cb) The Company will notify the Underwriters Representatives promptly, and will, if requested, will confirm such notification advice in writing: , (i1) when any post-effective amendment to the Registration Statement becomes effective; , (ii2) of the receipt of any comments from or any request by the Commission for any amendments or supplements to the Registration Statement Statement, any Preliminary Prospectus or any amendment or supplements to the Prospectus or for additional information; , (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, any notice objecting to its use or the initiation of any proceedings for that purpose or the threat thereof; , (iv4) of becoming aware of the occurrence happening of any event during the period mentioned in the second sentence of Section 5(e) that in the judgment of the Company makes any statement made in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; , and (v5) of receipt by the Company or any representative or attorney of the Company of any notification with respect other communication from the Commission relating to the Company, the Registration Statement, any suspension of Preliminary Prospectus or the qualification of the Shares for offer and sale in any jurisdictionProspectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If . (c) The Company will furnish to the Company has omitted any information from Representatives, without charge, four copies of the signed copies of the Registration StatementStatement and of any post-effective amendment thereto, pursuant including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and deemed to Rule 430Abe incorporated by reference into the Prospectus) and will furnish to the Representatives, it will use its best efforts without charge, for transmittal to comply with each of the provisions other Underwriters, copies of the Registration Statement and make all requisite filings with the Commission pursuant to said Rule 430A any post-effective amendment thereto, including financial statements and to notify the Underwriters promptly of all such filingsschedules but without exhibits. (d) IfThe Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) The Company will deliver to each of the Underwriters, at without charge, as many copies of the Prospectus, each Issuer Free Writing Prospectus or any time when a Prospectus relating amendment or supplement thereto, as the Representatives may reasonably request. The Company consents to the use of the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Act). If during such period of time any event shall occur which in the judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Securities ActProspectus to comply with law, subject to the provisions of Section 5(a) hereof, the Company becomes aware will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to the Underwriters, without charge, such number of copies thereof as the Representatives may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the occurrence offering of any the Shares by the Underwriters if such document would be deemed to be incorporated by reference into the Prospectus which is not approved by the Representatives after reasonable notice thereof. If there occurs an event or development as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, General Disclosure Package would include any an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, or the Registration Statement, as then Company will notify promptly the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented, would. The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Shares, in form and substance satisfactory to the Representatives, and shall file such Final Term Sheet as an Issuer Free Writing Prospectus pursuant to Rule 433; provided that the Company shall provide the Representatives with copies of any such Final Term Sheet a reasonable judgment amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may shall reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably requestobject. (f) The Company will comply cooperate with all the undertakings contained in the Registration Statement. (g) The Company represents Representatives and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating counsel to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel Underwriters in connection with the registration or qualification of the Shares and the Preferred Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview the Representatives may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During the period of five years commencing on the date hereof, the Company will furnish to each of the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to each of the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission. (h) The Company will apply make generally available to holders of its securities as soon as may be practicable but in no event later than the net proceeds from the offering and sale last day of the Offered Securities fifteenth full calendar month following the calendar quarter in which the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of GrandviewEffective Date falls, a consolidated earnings statement (which shall need not be unreasonably withheldaudited but shall be in reasonable detail), conditioned or delayed, no proceeds of with respect to the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountantsPrimary Entities, for a period of at least three (3) years 12 months commencing after the ClosingEffective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 thereunder) and will file such earnings statement as an exhibit to the next periodic report required by Section 13 or 15(d) of the Exchange Act covering the period when the earnings statement is released. (li) The If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 9 hereof or by notice given by you terminating this Agreement pursuant to Section 9 or Section 10 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company shall retain a transfer agent to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including fees and expenses of counsel for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3Underwriters) years after the Closingreasonably incurred by you in connection herewith. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (oj) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act. (pk) The Company shall, upon will apply the reasonable request net proceeds from the offering and sale of the UnderwritersShares in the manner set forth in the General Disclosure Package and the Prospectus under “Use of Proceeds.” (l) The Company will use its best efforts to have the Shares listed, deliver written affirmation subject to notice of any certificate delivered to issuance, on the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing DateNew York Stock Exchange. (qm) The Company shall supply Grandview represents and its counselagrees that, at unless it obtains the Company’s costsprior written consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (y) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (z) it has complied and will comply, as the case may be, with a reasonable number the requirements of bound volumes Rules 164 and 433 of the public offering materials within Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a reasonable time after the Closingfree writing prospectus that (a) is not an Issuer Free Writing Prospectus as defined in Rule 433, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. and (rb) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding contains only (i) sales to employees under any compensation or stock option plan approved by information describing the shareholders preliminary terms of the Company, Shares or their offering or (ii) shares issued in payment information that describes the final terms of the consideration for an acquisition Shares or their offering and (iii) conventional banking arrangements and commercial debt financing) that is included in the Final Term Sheet of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept contemplated in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeSection 5(e).

Agreements of the Company. The Company covenants and agrees with the Underwriters as ------------------------- follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, either prior to the Effective Date or thereafter during such period as the Prospectus would be is required by law to be delivered in connection with sales of the Shares by an underwriter any Underwriter or dealer in connection with the offering contemplated by this Agreementany dealer, file any amendment or supplement to the Registration Statement (including any filing under Rule 462(b) under the Act) or the Prospectus Prospectus, unless a copy thereof shall first have been submitted to Grandview the Representatives within a reasonable period of time prior to the filing thereof and Grandview the Representatives shall not have reasonably objected thereto in good faith. (cb) The Company will notify use its best efforts to cause the Underwriters promptly, Rule 462(b) Registration Statement and will, if requested, confirm such notification in writing: (i) when any post-effective amendment to the Registration Statement becomes to become effective; , and will notify the Representatives promptly, and will confirm such advice in writing, (ii1) when any Rule 462(b) Registration Statement and any post-effective amendment to the Registration Statement become effective, (2) of the receipt of any comments from or any request by the Commission for any amendments or supplements to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; , (iii3) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, the Prospectus, Statement or the initiation of any proceedings for that purpose or the threat thereof; , (iv4) of becoming aware of the occurrence happening of any event during the period mentioned in the second sentence of Section 5(e) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; , and (v5) of receipt by the Company or any representative or attorney of the Company of any notification with respect other communication from the Commission relating to any suspension of the qualification of Company, the Shares for offer and sale in any jurisdictionRegistration Statement or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If . (c) The Company will furnish to the Company has omitted any information from Representatives, without charge, four copies of the signed copies of the Registration StatementStatement and of any post-effective amendment thereto, pursuant including financial statements and schedules, and all exhibits thereto (including any document filed under the Exchange Act and deemed to Rule 430Abe incorporated by reference into the Prospectus) and will furnish to the Representatives, it will use its best efforts without charge, for transmittal to comply with each of the provisions other Underwriters, copies of the Registration Statement and make all requisite filings with the Commission pursuant to said Rule 430A any post-effective amendment thereto, including financial statements and to notify the Underwriters promptly of all such filingsschedules but without exhibits. (d) IfThe Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) The Company will deliver to each of the Underwriters, at without charge, as many copies of the Prospectus, including any time when a Prospectus relating amendment or supplement thereto, as the Representatives may reasonably request. The Company consents to the use of the Prospectus, including any amendment or supplement thereto, by the several Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered under in connection therewith. If during such period of time any event shall occur which in the Securities Act, judgment of the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Underwriters should be set forth in the Prospectus in order to make the statements any statement therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were it was made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel necessary to the Company supplement or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with law, subject to the Securities Act or the Rules and Regulationsprovisions of Section 5(a) hereof, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly forthwith prepare and duly file with the CommissionCommission an appropriate supplement or amendment thereto, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters Representatives may reasonably request. The Company consents to shall not file any document under the use Exchange Act before the termination of the Prospectus or any amendment or supplement thereto offering of the Shares by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required if such document would be deemed to be delivered under the Securities Act, as many copies of incorporated by reference into the Prospectus or any amendment or supplement thereto as which is not approved by the Underwriters may reasonably requestRepresentatives after reasonable notice thereof. (f) The Company will comply cooperate with all the undertakings contained in the Registration Statement. (g) The Company represents Representatives and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating counsel to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale of the Shares to the Investors, the Company will cooperate with Grandview and Underwriter Counsel Underwriters in connection with the registration or qualification of the Shares and the Preferred Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as Grandview the Representatives may reasonably request, if any; provided, that in no event shall the Company be -------- obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (ig) During the period of five years commencing on the date hereof, the Company will furnish to each of the Representatives and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to each of the Representatives and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission. (h) The Company will apply make generally available to holders of its securities as soon as may be practicable but in no event later than the net proceeds from the offering and sale last day of the Offered Securities fifteenth full calendar month following the calendar quarter in which the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of GrandviewEffective Date falls, a consolidated earnings statement (which shall need not be unreasonably withheldaudited but shall be in reasonable detail), conditioned or delayed, no proceeds of with respect to the Offering will be used to pay outstanding loans from officers, directors or stockholders. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountantsPrimary Entities, for a period of at least three (3) years 12 months commencing after the ClosingEffective Date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 thereunder) and will file such earnings statement as an exhibit to the next periodic report required by Section 13 or 15(d) of the Exchange Act covering the period when the earnings statement is released. (li) The If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 9 hereof or by notice given by you terminating this Agreement pursuant to Section 9 or Section 10 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company shall retain a transfer agent to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out-of-pocket expenses (including fees and expenses of counsel for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3Underwriters) years after the Closingreasonably incurred by you in connection herewith. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (oj) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act. (pk) The Company shall, upon will apply the reasonable request net proceeds from the offering and sale of the Underwriters, deliver written affirmation Shares in the manner set forth in the Prospectus under "Use of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing DateProceeds." (ql) The Company shall supply Grandview and will use its counselbest efforts to have the Shares listed, at subject to notice of issuance, on the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by GrandviewAmerican Stock Exchange. (r) Upon the Closing, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such notice.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or of the initiation of any proceedings proceeding for that purpose or either of such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event during the period referred to in Section 5(d) below that in the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you five (5) signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be reasonably satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus that may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 a.m., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; PROVIDED, HOWEVER, that the Company will comply with all shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the undertakings contained in Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject. (g) The Company represents To mail and agrees thatmake generally available to its stockholders as soon as practicable an earning statement covering the twelve-month period ending September 30, except for 2000 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the sale record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange or national system for quotation on which any class of securities of the Company is listed or quoted, as the case may be, and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto), if any; provided(v) the filing fees and disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, that Inc., (vi) all fees and expenses in no event shall connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, and (ix) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it hereunder for which provision is not now so qualified or to take any action which would subject it to general service of process otherwise made in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Prospectus under the caption “Use of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or stockholdersthis Section. (j) The Company will To use its best efforts to ensure that include for quotation the Shares are listed on the NASDAQ Capital Nasdaq National Market and to maintain the listing of the Shares on the Nasdaq National Market for a period of three years after the date of this Agreement. (k) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares. (l) If the Registration Statement at the time of the Initial Closingeffectiveness of this Agreement does not cover all of the Shares, to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 p.m., New York City time, on the date of this Agreement and seeking and using its best efforts to maintain pay to the Commission the filing fee for such listing Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for a period the payment of at least three (3such fee pursuant to Rule 111(b) years after under the ClosingAct. (km) The That in connection with the Directed Share Program, the Company shall retain a firm will ensure that the Directed Shares will be restricted to the extent required by the National Association of independent certificate public accountantsSecurities Dealers, acceptable to GrandviewInc. (the "NASD") or the NASD rules from sale, which will have the responsibility for the preparation of the financial statements and the financial exhibitstransfer, if anyassignment, to be included in the Registration Statement and continuing to retain such accountants, pledge or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, hypothecation for a period of three (3) years after months following the Closing. (m) date of the effectiveness of the Registration Statement. DLJ will notify the Company as to which Participants will need to be so restricted. The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain will direct the removal of such firm, or a comparable firm, for a transfer restrictions upon the expiration of such period of two (2) years after the Closingtime. (n) The Company shall register To pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Corporation Records Service published Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any of the Shares. (p) The Company shall, upon the reasonable request of the Underwriters, deliver written affirmation of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following in connection with the Initial Closing Date. (q) The Company shall supply Grandview and its counsel, at the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the ClosingDirected Share Program. Furthermore, the Company will grant Grandview the right of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of covenants with DLJ that the Company or any subsidiary or successor of will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Company during Directed Shares are offered in connection with the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Grandview will have not claim or right with respect to any such sale contained in any such noticeDirected Share Program.

Agreements of the Company. The Company covenants and agrees with the Underwriters as followsyou: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview To advise you promptly following such filing. (b) The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to Grandview within a reasonable period of time prior to the filing thereof and Grandview shall not have reasonably objected thereto in good faith. (c) The Company will notify the Underwriters promptly, and willand, if requestedrequested by you, to confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement becomes effective; (ii) of any request by the Commission for any amendments to the Registration Statement or any amendment amendments or supplements to the Prospectus or for additional information; , (iiiii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, Statement or of the Prospectussuspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceedings proceeding for that purpose or such purposes, (iii) when any amendment to the threat thereof; Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of becoming aware this Agreement, when the Rule 462(b) Registration Statement has become effective and (v) of the occurrence happening of any event that during the period referred to in the judgment of the Company Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue in or which requires any material respect additions to or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement in connection with the offering contemplated herebyStatement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of any such order at the earliest possible moment. If the Company has omitted any information from time. (b) To furnish to you six (6) signed copies of the Registration StatementStatement as first filed with the Commission and of each amendment to it, pursuant including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 430A424(b) under the Act; during the period specified in Section 5(d) below, it will not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to comply with cause any such amendment to the provisions of and make all requisite filings with the Commission pursuant Registration Statement to said Rule 430A and to notify the Underwriters become promptly of all such filingseffective. (d) IfPrior to 10:00 A.M., at any New York City time, on the first business day after the date of this Agreement and from time when to time thereafter for such period as in the opinion of counsel for the Underwriters a Prospectus relating to the Shares prospectus is required by law to be delivered under the Securities Actin connection with sales by an Underwriter or a dealer, the Company becomes aware to furnish in New York City to each Underwriter and any dealer as many copies of the occurrence Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, wouldwhich, in the reasonable judgment of counsel to the Company or Underwriter Counselin the opinion of counsel for the Underwriters, include any untrue statement of a material fact it becomes necessary to amend or omit to state a material fact necessary supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the Registration Statementjudgment of the Company or in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as then so amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, will not in the light of the circumstances under which they were madewhen it is so delivered, not be misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement so that the Prospectus or the Registration Statement to will comply with the Securities Act or the Rules applicable law, and Regulations, the Company will promptly notify Grandview and, subject to Section 4(b) hereof, will promptly prepare furnish to each Underwriter and file with the Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of any dealer as many copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus such Underwriter or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters dealer may reasonably request. (f) The Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such U.S. jurisdictions, or the securities laws of such other jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; PROVIDED, HOWEVER, that the Company will comply with all the undertakings contained shall not be required in the Registration Statementconnection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation in any jurisdiction in which it is not now so subject. (g) The Company represents To mail and agrees thatmake generally available to its shareholders as soon as practicable an earnings statement covering the twelve-month period ending September 30, except for 2001 that shall satisfy the Approved FWP, it has not and will not, unless it obtains provisions of Section 11(a) of the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and to advise you in writing when such statement has complied and will comply with the requirements said Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulationsbeen so made available. (h) Prior During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the sale record holders of Ordinary Shares or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and Radview Software, Inc. (the "U.S. Subsidiary") as you may reasonably request. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the InvestorsUnderwriters and the issuance of the Shares, including any stamp duty, transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the Company will cooperate with Grandview and Underwriter Counsel offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and fees and disbursements of counsel for the Underwriters in connection with such jurisdictions as Grandview may reasonably requestregistration or qualification and memoranda relating thereto, if any; providedsuch fees of counsel for the Underwriters not to exceed $5,000 in the aggregate), that (v) the filing fees and disbursements of counsel for the Underwriters in no event shall connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, Inc. ("NASD"), (vi) all costs and expenses of the Underwriters, incurred in connection with the Directed Shares Program, (vii) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A (or other applicable form) relating to the Ordinary Shares and all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (viii) the cost of printing certificates representing the Shares, (ix) the costs and charges of any transfer agent, registrar and/or depositary, and (x) all other costs and expenses incident to the performance of the obligations of the Company be obligated to qualify to do business in any jurisdiction where it hereunder for which provision is not now so qualified or to take otherwise made in this Section. It is understood, however, that, except as provided in this Section and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes (other than any action which would subject it to general service imposed by the State of process in any jurisdiction where it is not now so subject. (i) The Company will apply the net proceeds from the offering and sale Israel including, without limitation, stamp tax payable upon issuance of the Offered Securities in the manner set forth in the Prospectus under the caption “Use Shares) on resale of Proceeds.” Without the written consent of Grandview, which shall not be unreasonably withheld, conditioned or delayed, no proceeds any of the Offering will be used to pay outstanding loans from officersShares by them, directors or stockholdersand any advertising expenses connected with any offers they may make. (j) The Company will To use its reasonable best efforts to ensure that list for quotation the Shares are listed on the NASDAQ Capital Nasdaq National Market at and to maintain the time listing of the Initial Closing, and seeking and using its best efforts to maintain such listing Shares on the Nasdaq National Market for a period of at least three (3) years after the Closingdate of this Agreement. (k) The Company shall retain a firm of independent certificate public accountants, acceptable To use its reasonable best efforts to Grandview, which will have the responsibility for the preparation of the financial statements do and the financial exhibits, if any, perform all things required or necessary to be included in done and performed under this Agreement by the Registration Statement and continuing Company prior to retain such accountantsthe Closing Date or any Option Closing Date, or comparable accountants, for a period of at least three (3) years after as the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holderscase may be, and continue to retain such firm, or a comparable firm, for a period of two (2) years after satisfy all conditions precedent to the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any delivery of the Shares. (pl) The Company shall, upon If the reasonable request Registration Statement at the time of the Underwriterseffectiveness of this Agreement does not cover all of the Shares, deliver written affirmation to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of any certificate delivered this Agreement and to pay to the Underwriters Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Section 7 prior to any Closing Date following Rule 111(b) under the Initial Closing DateAct. (qm) The Company shall supply Grandview and its counsel, at That in connection with the Company’s costs, with a reasonable number of bound volumes of the public offering materials within a reasonable time after the Closing, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the ClosingDirected Share Program, the Company will grant Grandview ensure that the right of first refusal Directed Shares will be restricted to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved the extent required by the shareholders NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the Company, (ii) shares issued in payment effectiveness of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of Registration Statement. DLJ will notify the Company as to which Participants will need to be so restricted. The Company will direct the removal or any subsidiary such transfer restrictions upon the expiration of such period of time. (n) To pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program (other than fees of U.S. counsel for the Underwriters) and stamp duties, similar taxes or successor of duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. Furthermore, the Company during the one year period following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering and shall act as the lead manager of any such offering. If Grandview fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from covenants with DLJ that the Company containing such proposalwill comply with all applicable securities and other applicable laws, then Grandview will have not claim or right rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with respect to any such sale contained in any such noticethe Directed Share Program.

Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of Grandview, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to Grandview promptly following such filing. (b) The Company will not, either prior to the Applicable Time or thereafter during such period as the Prospectus would be is required by law to be delivered in connection with sales of the Shares by an underwriter Underwriter or dealer in connection with the offering contemplated by this Agreementa dealer, file any amendment or supplement to the Registration Statement Statement, the Base Prospectus or the Prospectus Prospectus, unless a copy thereof shall first have been submitted to Grandview the Representative within a reasonable period of time prior to the filing thereof and Grandview the Representative shall not have reasonably objected thereto in good faith. (cb) The Company will will, to the extent applicable to the offer, sale or distribution of Shares, notify the Underwriters Representative promptly, and will, if requested, will confirm such notification advice in writing: , (i) when any post-effective amendment to the Registration Statement has been filed or becomes effective; effective or any amendment or supplement to the Prospectus has been filed, (ii) of any request by the Commission for any amendments or supplements to the Registration Statement or any amendment or supplements to the Prospectus or for additional information; , (iii) of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration StatementStatement or preventing or suspending the use of the Base Prospectus, any preliminary prospectus, the ProspectusProspectus Supplement, the Prospectus or any Issuer Free Writing Prospectus or the initiation of any proceedings for that purpose or the threat thereof; , (iv) of becoming aware of the occurrence happening of any event during the period mentioned in the third sentence of Section 4(e) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in the light of the circumstances in which they are made, not misleading; , and (v) of receipt by the Company or any representative or attorney of the Company of any notification with respect other communication from the Commission relating to the Company, the Registration Statement, any suspension of preliminary prospectus, the qualification of Base Prospectus, the Shares for offer and sale in any jurisdictionProspectus Supplement or the Prospectus. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with or preventing or suspending the offering contemplated herebyuse of the Base Prospectus, any preliminary prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, Statement pursuant to Rule 430A430B of the Rules and Regulations, it the Company will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A 430B and to notify the Underwriters Representative promptly of all such filings. If the Company elects to rely upon Rule 462(b) under the Act, the Company shall file a registration statement under Rule 462(b) with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b) registration statement or give irrevocable instructions for the payment of such fee pursuant to the Rules and Regulations. (c) To the extent applicable to the offer, sale or distribution of Shares, the Company will furnish to the Representative, without charge, an electronic copy of each of the Registration Statement and of any pre- or post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, a copy of the Registration Statement and any pre- or post-effective amendment thereto, including financial statements and schedules but without exhibits. (d) IfPrior to the completion of the distribution of the Shares, the Company will comply with all the provisions of any undertakings contained in the Registration Statement. (e) So long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and Regulations), the Company will deliver to each of the Underwriters, without charge, as many written and electronic copies of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus or any amendment or supplement thereto as the Representative may reasonably request. The Company consents to the use of each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, each Issuer Free Writing Prospectus and any amendment or supplement thereto by the Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during which the Prospectus is required by law to be delivered in connection therewith. If during such period of time any event shall occur that in the judgment of the Company or counsel to the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto, and will deliver to each of the Underwriters, without charge, such number of copies of such supplement or amendment to the Prospectus as the Representative may reasonably request. The Company will not file any document under the Exchange Act or the Exchange Act Rules and Regulations before the termination of the offering of the Shares by the Underwriters, if such document would be deemed to be incorporated by reference into the Prospectus, that is not approved by the Representative after reasonable notice thereof. If at any time when a following issuance of an Issuer Free Writing Prospectus relating to the Shares is required to be delivered under the Securities Act, the Company becomes aware of the occurrence of any there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the Prospectus, as then amended or supplemented, would, information contained in the reasonable judgment of counsel to Registration Statement, the Company Pricing Prospectus or Underwriter Counsel, the Prospectus or included or would include any an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at that subsequent time, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or Underwriter Counsel, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or Underwriter Counsel, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Securities Act or the Rules and Regulations, the Company will promptly notify Grandview Nxxxxxx & Company, LLC and, subject to Section 4(b) hereofif requested by Nxxxxxx & Company, LLC, will promptly prepare and file with the Commissionamend or supplement, at the Company’s its own expense, an amendment such Issuer Free Writing Prospectus to the Registration Statement eliminate or an amendment or supplement to the Prospectus that corrects correct such conflict, untrue statement or omission or effects such compliance and will deliver to the Underwriters, without charge, such number of copies thereof as the Underwriters may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Underwriters. (e) The Company will furnish to the Underwriters and Underwriter Counsel, without charge: (i) one conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits thereto, (ii) so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, as many copies of the Prospectus or any amendment or supplement thereto as the Underwriters may reasonably requestomission. (f) The Company will comply with all the undertakings contained in the Registration Statement. (g) The Company represents and agrees that, except for the Approved FWP, it has not and will not, unless it obtains the prior consent of Grandview, which consent will not be unreasonably withheld, conditioned or delayed, make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by Grandview (including the Approved FWP) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 promulgated under the Securities Act, and has complied and will comply with the requirements said Rule 433 applicable Prior to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company will retain in accordance with the Rules and Regulations all Permitted Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations. (h) Prior to the sale public offering of the Shares to the InvestorsShares, the Company will cooperate with Grandview the Representative and Underwriter Counsel counsel to the Underwriters in connection with the registration or qualification of the Shares for offer and sale under the state or foreign securities or Blue Sky laws of such jurisdictions as Grandview the Representative may reasonably request, if any; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which that would subject it to general service of process in any jurisdiction where it is not now so subjectsubject or assume any ongoing reporting obligations to any governmental or other authorities in any jurisdiction. (g) The Company will, so long as required under the Rules and Regulations, furnish to its stockholders after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flow of the Company and its consolidated Subsidiaries, if any, certified by independent public accountants) and, after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), consolidated summary financial information of the Company and its Subsidiaries, if any, for such quarter in reasonable detail, in each case within the time periods required therefor under the Exchange Act and the Rules and Regulations (h) The Company will make generally available to holders of its securities as soon as may be practicable, but in no event later than the Availability Date (as defined below), an earning statement (which need not be audited but shall be in reasonable detail) covering a period of 12 months commencing after the Effective Date that will satisfy the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations). 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. (i) The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will apply pay or cause to be paid all costs and expenses incident to the net proceeds from performance of the obligations of the Company under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses incurred by the Company of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement to any of the foregoing, (ii) the preparation and delivery of certificates representing the Shares, if applicable, (iii) furnishing (including costs of shipping and mailing) such copies of the Registration Statement, any preliminary prospectus, the Base Prospectus, the Prospectus Supplement, the Prospectus, and any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Offered Securities Shares by the Underwriters or by dealers to whom Shares may be sold, (iv) the listing of the Shares on the NGSM, (v) any filings required to be made in connection with clearance of the manner set forth in offering of the Prospectus Shares with FINRA, (vi) the registration or qualification of the Shares for offer and sale under the caption “Use state or foreign securities or Blue Sky laws of Proceeds.” Without such jurisdictions designated pursuant to Section 4(f) and the written consent preparation, printing and distribution of Grandviewany Blue Sky memoranda or foreign jurisdiction offering wraps or memoranda, which shall (vii) documented fees, disbursements and other charges of counsel to the Company (but not be unreasonably withheld, conditioned or delayed, no proceeds those of counsel for the Underwriters) and of the Offering will be used Accountant, (viii) the transfer agent for the Shares, and (ix) “road show” presentations to pay outstanding loans from prospective purchasers of the Shares (including any travel expenses of the Company’s officers, directors and employees in connection with attending or stockholdershosting meetings, but not including travel expenses for employees of any of the Underwriters. (j) The Company will use its best efforts to ensure that the Shares are listed on the NASDAQ Capital Market at the time of the Initial Closing, and seeking and using its best efforts to maintain such listing for a period of at least three (3) years after the Closing. (k) The Company shall retain a firm of independent certificate public accountants, acceptable to Grandview, which will have the responsibility for the preparation of the financial statements and the financial exhibits, if any, to be included in the Registration Statement and continuing to retain such accountants, or comparable accountants, for a period of at least three (3) years after the Closing. (l) The Company shall retain a transfer agent for the Company’s Common Stock and continue to retain such transfer agent, or a comparable firm, for a period of three (3) years after the Closing. (m) The Company shall engage a financial public relations firm reasonably acceptable to their relations with their security holders, and continue to retain such firm, or a comparable firm, for a period of two (2) years after the Closing. (n) The Company shall register with the Corporation Records Service published by Standard & Poor’s Corporation and covenant to maintain such registration for a period of three (3) years from the Closing. (o) The Company will not at any time, directly or indirectly, take any action intended, designed or which that might reasonably be expected, expected to cause or result in, or which that will constitute, stabilization of the price of the Shares shares of Common Stock to facilitate the sale or resale of any of the Shares. (pk) The Company shall, upon will apply the reasonable request net proceeds from the offering and sale of the Underwriters, deliver written affirmation Shares to be sold by the Company in the manner set forth in the Pricing Prospectus and the Prospectus under “Use of any certificate delivered to the Underwriters pursuant to Section 7 prior to any Closing Date following the Initial Closing DateProceeds.” (ql) The Company shall supply Grandview During the period beginning from the date hereof and its counsel, at continuing to and including the Company’s costs, with a reasonable number of bound volumes date that is 90 days after the date of the public offering materials within a reasonable time after Prospectus, without the Closingprior written consent of Nxxxxxx & Company, as well as a reasonable number of commemorative Lucite tombstones as requested by Grandview. (r) Upon the ClosingLLC, the Company will not (1) offer, sell, contract to sell, pledge, grant Grandview the right options, warrants or rights to purchase, or otherwise dispose of first refusal to co-manage any public underwriting or private placement of debt or equity securities (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of the Company, (ii) shares issued in payment of the consideration for an acquisition and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary other securities convertible into or successor exchangeable for its Common Stock or other equity security, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, other than (A) the Shares to be sold hereunder, (B) any shares of common stock of the Company during issued upon the one year period exercise of options, vesting of restricted stock or settlement of restricted stock units granted under the Company’s stock incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) any options and other awards granted under any such stock incentive plans, (D) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to any such stock incentive plan and (E) shares of common stock or other securities of the Company issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or equity of another entity (whether by merger, consolidation, acquisition of equity interests or otherwise), provided that (x) the aggregate number of shares issued pursuant to this clause (E) shall not exceed ten percent (10%) of the total number of outstanding shares of Stock immediately following the Closing Date. If Grandview accepts such right of first refusal, Grandview shall be entitled to no less than 33.33% issuance and sale of the underwriting, non-accountable expenses allowance, warrant coverage or other investment banking compensation for any such offering Firm Shares pursuant hereto and shall act as (y) the lead manager recipient of any such offering. If Grandview fails shares of common stock or securities issued pursuant to accept this clause (E) during the 90-day restricted period described above shall enter into an agreement substantially in writing any such proposal for such public or private sale within 20 the form set forth in Schedule IV hereto. (m) During the period of 90 days after receipt the date of a written notice from the Prospectus, the Company containing such proposal, then Grandview will have not claim file with the Commission or right with respect cause to become effective any registration statement relating to any securities of the Company without the prior written consent of the Representative other than the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to the Company’s stock incentive plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (n) The Company will cause each of its executive officers and directors to enter into lock-up agreements with the Representative to the effect that they will not, without the prior written consent of Nxxxxxx & Company, LLC, sell, contract to sell or otherwise dispose of any shares of Common Stock or rights to acquire such sale contained shares in any such noticesubstantially the form set forth in Schedule IV hereto.