Common use of Certain Covenants of the Company Clause in Contracts

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to you, at the Company's expense, from time to time as requested, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. If the delivery of a Prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform several Underwriters as follows: (a) The Company Company, subject to Section 6(b), will use its best efforts to cause comply with the Registration Statement to become effective (if not yet effective at the date requirements of Rule 430B and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you the Representatives immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, Statement or new registration statement relating to the Notes shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to amend the Registration Statement or amend the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement and/or any notice objecting to its use or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction, or of the institution initiation or threatening of any proceeding proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Notes. The Company will use effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). The Company will make every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such stop order is issued, to obtain the withdrawal lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)). (b) The Company will not at any time give the Representatives notice of its intention to file or make prepare any amendment to the Registration Statement, Statement or new registration statement relating to the Notes or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or supplement to the Prospectus if you shall not have previously been advised Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, and furnished a copy thereof the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the proposed filingcase may be, and will not file or if you or your counsel use any such document to which the Representatives shall reasonably object to such amendment or supplement. (c) in writing. The Company will deliver give the Representatives notice of its intention to you, at make any such filing pursuant to the Company's expense, Exchange Act or Exchange Act Regulations from time the Applicable Time to time as requested, such number of the Closing Date and will furnish the Representatives with copies of the Prospectus (as supplemented or amended) as you may reasonably request. If the delivery any such documents a reasonable amount of a Prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering such proposed filing and will not file or sale of the Shares and if at use any such time any events shall have occurred as result of document to which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary Representatives shall reasonably object in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) writing. The Company will use its best efforts to qualify prepare a final term sheet (the Shares for offering and sale under “Final Term Sheet”) reflecting the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution final terms of the SharesNotes, in form and substance reasonably satisfactory to the Representatives, and shall file such Final Term Sheet as an “Issuer Free Writing Prospectus” prior to the close of business two Business Days after the date hereof (“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York); provided, however, provided that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by furnish the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying Representatives with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed any such Final Term Sheet a reasonable amount of time prior to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not proposed filing and will not be an "investment company" use or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in file any such case, is document to which the Representatives shall reasonably object in violation of any law, rule or regulationwriting. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you the Underwriter immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission’s staff, (iii) of any request by of the Commission Commission’s staff to amend the Registration Statement or amend or supplement the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal lifting thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration StatementStatement or, or if the Company has elected to rely upon Rule 430A of the 1933 Act Regulations (“Rule 430A”), any amendment or supplement to the Prospectus if you (including documents incorporated by reference into the Registration Statement or the Prospectus) of which the Underwriter shall not previously have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filingcopy, or if you to which the Underwriter or your counsel for the Underwriter shall reasonably object to such amendment or supplementobject. (c) The Company has furnished or will furnish to the Underwriter as many signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts as the Underwriter may reasonably request. (d) The Company will deliver or cause to yoube delivered to the Underwriter, at the Company's expensewithout charge, from time to time until the effective date of the Registration Statement, as requestedmany copies of each preliminary prospectus as the Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver or cause to be delivered to the Underwriter, without charge, as soon as the Registration Statement shall have become effective (or, if the Company has elected to rely upon Rule 430A, as soon as practicable after the Price Determination Agreement has been executed and delivered) and thereafter from time to time as requested by the Underwriter during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you the Underwriter may reasonably request. (e) The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations, and the 1934 Act and the 1934 Act Regulations, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus is required If, at any time prior when a prospectus is required by the 1933 Act to be delivered in connection with sales of the expiration Securities, any event shall occur or condition exist as a result of nine months after which it is necessary, in the time reasonable opinion of issue of counsel for the Underwriter or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which order that the Prospectus as then amended or supplemented would will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the reasonable opinion of either such same period counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 ActAct or the 1933 Act Regulations, the Company will notify you and upon your request promptly prepare and furnish without charge file with the Commission, subject to you and Section 3(b) hereof, such amendment or supplement as may be necessary to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such untrue statement or omission or effect to make the Registration Statement or the Prospectus comply with such compliancerequirements. (df) The Company will use its best efforts efforts, in cooperation with the Underwriter, to qualify the Shares Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as you the Underwriter may designate and to maintain such qualifications in effect for as long as may be necessary to complete a period of not less than one year from the distribution effective date of the SharesRegistration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to make any undertakings subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares Securities have been qualified as above provided. (eg) The Company will make generally available available, within the meaning of Rule 158 of the 1933 Act Regulations (“Rule 158”), to its security the holders of the Securities and the Underwriter as soon as practicable, but in any event not later than 90 days after the end close of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)period covered thereby, an earnings statement of the Company and its subsidiaries (in reasonable detail but which need not be audited) form complying with the provisions of Section 11(aRule 158) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration StatementStatement but not later than the first day of the Company’s fiscal quarter next following such effective date. (fh) The Company will use the net proceeds received by it from the sale of the Shares substantially Securities in the manner specified in the Prospectus under the caption "“Use of Proceeds."” (gi) The Company Company, during the period when a prospectus is required by the 1933 Act to be delivered in connection with sales of Common Stock, will furnish use its best efforts to its security holders of record, as soon as practicable after cause a registration statement for the end of each respective period, annual reports (including financial statements audited by independent public accountants) Common Stock to be effective and unaudited quarterly reports of operations for each will file promptly all documents required to be filed with the Commission pursuant to Section 13 and 14 of the first three quarters of 1934 Act subsequent to the fiscal year. During time the Registration Statement becomes effective. (j) For a period of five years after the date hereofClosing Time, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, Underwriter copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are availableannual reports, copies of all quarterly reports and financial statements furnished to or current reports filed by the Company with the Commission, any securities exchange such other documents, reports, proxy statements and information as shall be furnished by the Company to its stockholders generally, and such other public information concerning the Bank or the NASD; (v) every material press release in respect of Company as the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you Underwriter may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts provide to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination the holders of the distribution of the Shares contemplated Common Stock annual reports containing financial statements audited by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company’s independent auditors and, or which may cause or result in, or which might in the future reasonably be expected to cause or result inupon written request, the stabilization Company’s annual reports on Form 10-K or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the SharesForm 10-KSB, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationas applicable. (l) The Company will file timely with Nasdaq all documents and accurate reports notices required by Nasdaq of companies that have issued securities that are quoted on Form SR the Nasdaq National Market. (m) The Company shall cause to be prepared by its counsel one or more “blue sky” surveys (each, a “Blue Sky Survey”) for use in connection with the offering of the Securities as contemplated by the Prospectus and a copy of each Blue Sky Survey or surveys shall be delivered to each of the Company and the Underwriter. (n) If, at the time the Registration Statement becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A, then the Company will prepare, and file or transmit for filing with the Commission in accordance with Rule 463 430A and Rule 424(b), copies of the 1933 Act Regulations or any successor provision. (m) Prior an amended Prospectus or, if required by Rule 430A, a post-effective amendment to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. Registration Statement (nincluding an amended Prospectus) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or bothcontaining all information so omitted. (o) The Company will reserve and keep available that maximum number of will, at its authorized but unissued shares of Common Stock which are issuable upon exercise expense, subsequent to the issuance of the Warrants outstanding from time Securities, prepare and distribute to timethe Underwriter and counsel to the Underwriter a bound volume containing copies of the documents used in connection with the issuance of the Securities. (p) On The Company will not, prior to the last day that this Agreement is in full force and effect Option Closing Date or thirty (30) days after the execution hereofdate of this Agreement, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially whichever occurs first, incur any material liability or obligation, direct or contingent, or enter into any material transaction, other than in the form ordinary course of business, or any transaction with a related party which is required to be disclosed in the Prospectus pursuant to Item 404 of Regulation S-K (or Regulation S-B, as applicable) of the Stock Purchase Warrant filed Commission, except as an exhibit to contemplated by the Registration Statement, a copy of which is attached hereto as Exhibit "A"Prospectus. (q) For The Company will not sell or issue, contract to sell or issue, or otherwise dispose of, for a period of five years from 180 days after the Effective DateClosing Time, without the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each prior written consent of the first three (3) fiscal quarters prior to Underwriter, any shares of, or any securities convertible into or exercisable for shares of, Common Stock other than in connection with any plan or arrangement described in the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to StockholdersProspectus. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each U.S. Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (and, if not yet effective at the date Company elects to rely upon Rule 430A and time that this Agreement is executed subject to Section 3(b), will comply with the requirements of Rule 430A and delivered by the parties hereto). The Company will notify you immediately, and confirm the notice in writingpromptly, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus Prospectuses or any amended Prospectus Prospectuses shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or Statement, to amend or supplement the any Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Offered Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding proceedings for any of such purposes. The Company will use make every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal lifting thereof at the earliest possible moment. If the Company elects to rely on Rule 434 under the 1933 Act Regulation, the Company will use an abbreviated term sheet that complies with the requirements of Rule 434 under the 1933 Act Regulations. If the Company elects not to rely on Rule 434, the Company will provide the U.S. Underwriters with copies of the U.S. Prospectus, in such number as the U.S. Underwriters may reasonably request, and file or transmit for filing with the Commission such U.S. Prospectus in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the business day immediately succeeding the date of the U.S. Price Determination Agreement. If the Company elects to rely on Rule 434 of the 1933 Act Regulations, the Company will provide the U.S. Underwriters with copies of the abbreviated term sheet, in such number as the U.S. Underwriters may reasonably request, and file or transmit for filing with the Commission a U.S. Prospectus complying with Rule 434(c)(2) of the 1933 Act Regulations in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York or the business day immediately succeeding the date of the U.S. Price Determination Agreement. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement thereto, or any document incorporated by reference therein (i) if the Company has not elected to rely upon Rule 430A, to the Prospectus Prospectuses or (ii) if the Company has elected to rely upon Rule 430A, to either the prospectus included in the Registration Statement at the time it becomes effective or to the Prospectuses, of which you shall not have previously been advised and furnished a copy thereof a reasonable time prior or to the proposed filing, or if which you or your Fried, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx as counsel for the U.S. Underwriters shall reasonably object to such amendment or supplementobject. (c) The Company has furnished or will furnish to you and your counsel, without charge, signed copies of the Registration Statement (as originally filed) and of all amendments thereto (including exhibits filed therewith and documents incorporated by reference therein), whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith, and signed copies of all consents and certificates of experts, and has furnished or will furnish to you, for each other U.S. Underwriter, one conformed copy of the Registration Statement as originally filed and each amendment thereto. (d) The Company will deliver to youeach U.S. Underwriter, at the Company's expensewithout charge, from time to time until the effective date of the Registration Statement (or, if the Company has elected to rely upon Rule 430A, until the time the U.S. Price Determination Agreement is executed and delivered), as requestedmany copies of each preliminary prospectus as such U.S. Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each U.S. Underwriter, without charge, as soon as the Registration Statement shall have become effective (or, if the Company has elected to rely upon Rule 430A, as soon as practicable after the U.S. Price Determination Agreement has been executed and delivered) and thereafter from time to time as requested during the period when the Prospectuses are required to be delivered under the 1933 Act, such number of copies of the Prospectus Prospectuses (as supplemented or amended) as you such U.S. Underwriter may reasonably request. (e) The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement, the International Purchase Agreement and the Prospectuses. If the delivery of a Prospectus is required at any time prior when a prospectus is required by the 1933 Act to the expiration of nine months after the time of issue of the Prospectus be delivered in connection with the offering or sale sales of the Offered Shares and if at such time any events event shall have occurred occur or condition exist as a result of which it is necessary, in the opinion of counsel for the U.S. Underwriters, to amend the Registration Statement or amend or supplement any Prospectus as then amended or supplemented would in order that the Prospectuses will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the opinion of such same period counsel, at any such time to amend the Registration Statement or amend or supplement the any Prospectus in order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company will notify you and upon your request promptly prepare and furnish without charge file with the Commission, subject to you and Section 3(b), such amendment or supplement as may be necessary to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such untrue statement or omission or effect to make the Registration Statement or the Prospectuses comply with such compliancerequirements. (df) The Company will use its best efforts endeavor, in cooperation with the U.S. Underwriters, to qualify the Offered Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete a period of not less than one year from the distribution effective date of the SharesRegistration Statement; provided, however, that neither the Company nor any Subsidiary shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to make any undertakings subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Offered Shares have been qualified as above provided. (eg) The Company will make generally available to its security holders as soon as practicable, but in any event not later than 60 days after the end close of the fiscal quarter first occurring after the first anniversary period covered thereby, an earnings statement of the "effective date Company (in form complying with the provisions of the Registration Statement" (as defined in Rule 158(c) 158 of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration StatementStatement but not later than the first day of the Company's fiscal quarter next following such effective date. (fh) For a period of 90 days from the date hereof, the Company will not, without the prior written consent of Xxxxxxx Xxxxx on behalf of the Underwriters, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, other than to (i) the U.S. Underwriters pursuant to this Agreement and the Managers pursuant to the International Purchase Agreement and (ii) eligible participants in the Company's employee stock plans pursuant to the terms thereof as in effect on the date hereof. (i) The Company will use its best efforts to effect the listing of the Common Stock on the New York Stock Exchange on the date of the U.S. Price Determination Agreement. (j) The Company, during the period when the Prospectuses are required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the 1934 Act subsequent to the time the Registration Statement becomes effective. (k) For a period of five years after the Closing Time, the Company will furnish to you and each U.S. Underwriter that so requests copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K and 10-Q and, to the extent requested, Form 8-K or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to its stockholders generally. (l) If the Company has elected to rely upon Rule 430A, it will take such steps as it deems necessary to ascertain promptly whether the forms of prospectuses transmitted for filing under Rule 424(b) were received for filing by the Commission and, in the event that they were not, it will promptly file such prospectuses. (m) The Company has complied, and will comply, with all of the provisions of Florida H.B. 1771, as codified in sec. 517.075 Florida Statutes, 1987, as amended, and all regulations promulgated thereunder relating to issuers or their affiliates doing business with the government of Cuba or with any person or affiliate located in Cuba. (n) The Company will use the net proceeds received by it from the sale of the Offered Shares substantially in the manner specified in the Prospectus Prospectuses under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts file the Prospectus pursuant to cause the Registration Statement applicable provisions of Rule 424(b) within the time period prescribed. During any time when a prospectus relating to become effective (if not yet effective at the date and time that this Agreement Shares is executed and required to be delivered by under the parties hereto). The Act, the Company will notify you immediately, and confirm the notice in writing, (i) when will comply with all requirements imposed upon it by the Registration Statement1933 Act, the 1934 Act, the 1933 Act Rules and the 1934 Act Rules to the extent necessary to permit the continuance of sales of or dealings in the Shares in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, any amendment or supplement to the Prospectus, or any post-effective amendment to the Registration Statement, of which the Representatives shall not previously have become effectivebeen advised and furnished with a copy a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Company will advise the Representatives, promptly after receiving notice thereof, of the time when (1) the Prospectus has been filed with the Commission and (2) any amendment to the Registration Statement has been filed or declared effective or any amendment or supplement to the Prospectus has been filed and will provide evidence satisfactory to the Representatives of each such filing or any amended Prospectus shall have been filedeffectiveness. (b) The Company will advise the Representatives promptly after receiving notice or obtaining knowledge thereof, of (iii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement or the Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Prospectus, (ii) the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (iii) the institution, threatening or of the institution or threatening contemplation of any proceeding for any such purposespurpose or (iv) any request made by the Commission for amending or supplementing the Registration Statement, for amending the Prospectus or for additional information. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplementas promptly as possible. (c) The Company has furnished or will deliver furnish to you, at its expense, as soon as available, three (3) copies of the Company's Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto (but without exhibits). (d) The Company will deliver to each Underwriter, at its expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at its expense, as soon as the Registration Statement shall have become effective, and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. (e) The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Rules so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of If, at any time when a Prospectus is required at by the 1933 Act to be delivered in connection with sales of the Shares, any time prior event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Company, to amend the expiration of nine months after the time of issue of Registration Statement or amend or supplement the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which order that the Prospectus as then amended or supplemented would will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the opinion of either such same period counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 ActAct or the 1933 Act Rules, the Company will notify you and upon your request promptly prepare and furnish without charge to you and to any dealer in securities as many copiesfile with the Commission, as you may from time to time reasonably request, of an amended Prospectus or a supplement subject to the Prospectus which will provisions of Section 5(b), such amendment or supplement as may be necessary to correct such untrue statement or omission or effect to make the Registration Statement or the Prospectus comply with such compliancerequirements. (df) The Company will use its best efforts efforts, in cooperation with you, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (fg) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent andtimely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders and to you as soon as practicable an earnings statement for the purposes of, if necessary under and to provide the jurisdiction benefits contemplated by, the last paragraph of incorporation Section 11(a) of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock1933 Act. (i) The Shares will be listed on the NYSE, subject to notice of issuance, and the Company will use it best efforts to maintain the listing of the Shares on the NYSE. (j) Prior to the Closing Time, the Company will notify you in writing immediately if any event occurs that renders any of the representations and warranties of the Company contained herein inaccurate or incomplete in any respect. (k) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (l) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of continue to meet the distribution of requirements to qualify as a REIT under the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, Code and (ii) sell, bid for, purchase or pay anyone any compensation to cause each of its Subsidiaries that is organized as a partnership to be treated as a partnership for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provisionfederal income tax purposes. (m) Prior to the closing of the OfferingTo its knowledge, the Company has complied and will notendeavor to comply with all provisions of Section 517.075 of the Florida Securities and Investor Protection Act, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectlyall regulations thereunder, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by youissuers doing business with Cuba.

Certain Covenants of the Company. The In further consideration of the agreements of the Underwriters herein contained, the Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform as follows: (a) The Company will use its best efforts To prepare the Prospectus and to cause file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to furnish to each of Goldxxx, Xxchx & Xo. and Morgxx Stanxxx & Xo. Incorporated one manually signed copy of the Registration Statement and all amendments thereto; to become effective (if not yet effective at the date advise Goldxxx, Xxchs & Co. and time that this Agreement is executed and delivered by the parties hereto)Morgxx Stanxxx & Xo. The Company will notify you immediatelyIncorporated promptly after it receives notice thereof, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of the Registration Statement any Preliminary Prospectus or Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution initiation or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending such the use and, if of any Preliminary Prospectus or Prospectus or suspending any such order is issuedqualification, promptly to use reasonable efforts to obtain the withdrawal thereof at the earliest possible moment. (b) of such order. The Company will not at any time file or make any amendment furnish to the Registration StatementUnderwriters, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filingwithout charge, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to you, at the Company's expense, from time to time as requested, such number of many copies of the Preliminary Prospectus and the Prospectus (as supplemented or amendedamended if the Company shall have made any supplements or amendments thereto) as you Goldxxx, Xxchx & Xo. and Morgxx Xxxnxxx & Xo. Incorporated may reasonably request. . (b) If the delivery of a Prospectus is required at any time prior to the expiration earlier of nine months after (i) the time of issue completion of the Prospectus in connection with the offering or sale distribution of the Shares by the Underwriters or purchasers who are not their affiliates (as reasonably determined by Goldxxx, Sachs & Co. and if at such time Morgxx Xxxnxxx & Xo. Incorporated), and (ii) 270 days after the Time of Delivery, any events event shall have occurred as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered the statements are made, not misleading, or, if for any reason it shall be necessary during such same period to the Company will forthwith amend or supplement the Prospectus by furnishing, at its own expense, to the Underwriters and to dealers (whose names and addresses are furnished to the Company by Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated) to whom Shares may have been sold by the Underwriters and, upon request, to any other dealers making such request, either amendments to the Prospectus or supplements thereto so that the statements in order the Prospectus as so amended or supplemented will not, in light of the circumstances under which the statements are made, be misleading. (c) During such time as the Underwriters are required to comply with deliver a Prospectus pursuant to Section 5 of the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge file with the Commission the documents required to you be filed pursuant to Sections 13 and to any dealer in securities as many copies14 of the Securities Exchange Act of 1934, as you may from time to time reasonably requestamended, and the rules and regulations of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such complianceCommission thereunder. (d) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will To make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring eighteen months after the first anniversary of the "effective date of the Registration Statement" Statement (as defined in Rule 158(c) of under the 1933 Act RegulationsAct), an earnings statement of the Company and its subsidiaries (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 the rules and regulations thereunder and covering a period of (including, at least 12 months beginning after the effective date option of the Registration StatementCompany, Rule 158). (e) The Company will cooperate with the Underwriters to qualify the Shares for offer and sale under the securities or "blue sky" laws of such states and other jurisdictions as Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated may reasonably request and to pay filing fees, reasonable attorneys' fees and disbursements in connection therewith in an amount not exceeding $15,000 in the aggregate (including filing fees and disbursements paid or incurred prior to the date this Agreement becomes effective); provided, however, that the Company shall not be required to qualify as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company to be unduly burdensome. (f) The Company will use pay all costs and expenses incident to the net proceeds received by it from performance of the sale obligations of the Company under this Agreement, including (i) the preparation of the Preliminary Prospectus, the Prospectus (including financial statements) and any amendments or supplements thereto, (ii) the preparation and printing of Share certificates, (iii) the issuance and delivery of the Shares substantially to the Underwriters (other than transfer taxes), (iv) the furnishing of the opinions, letter and certificate referred to in Section 5(b) hereof (other than the opinion referred to in Section 5(b)(ii) hereof), and in the manner specified in amounts agreed pursuant to separate agreements. It is understood that the Prospectus under Underwriters shall be solely responsible to pay all fees and expenses of counsel to the caption "Use of ProceedsUnderwriters, and that the Company shall not be liable to reimburse the Underwriters for such fees and expenses." (g) The Company will furnish If the Underwriters shall not take up and pay for the Shares due to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each failure of the first three quarters Company to comply with any of the fiscal year. During a period of five years after the date conditions specified in Section 5 hereof, the -6- 7 Company will furnish to you: (i) concurrently with furnishing such reports to its security holdersshall reimburse the Underwriters for all of their reasonable out-of-pocket accountable expenses, statements in an amount not exceeding a total of operations of the Company for each of the first three quarters $500,000, incurred in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed connection with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared financing contemplated by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidatedthis Agreement. (h) The Company will maintain During a transfer agent and, if necessary under the jurisdiction period of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months 180 days from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the OfferingProspectus, the Company will not, without the prior written consent of Goldxxx, Xxchs & Co. and will use its best efforts Morgxx Stanxxx & Xo. Incorporated, offer, sell (or grant any option or warrant to cause offer or sell) any affiliate of the Common Stock of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to any security convertible into the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities Common Stock of the Company; provided, or however, that the offering of the Shares, without your prior written input within 72 hours which consent foregoing shall not be unreasonably withheld. (n) The Company will notify you promptly of apply to any material adverse change affecting securities or options to purchase any of its representations, warranties, agreements and indemnities herein at securities granted or sold pursuant to any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy employee or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is director compensation plans described in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform several Underwriters as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Shares by the Representatives or a dealer, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Representatives have not been previously advised and furnished a copy, or to which the Representatives shall object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Representatives promptly, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyRepresentatives, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, ; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youeach Underwriter, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as each Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to each Underwriter, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you each Underwriter may reasonably request. If The Company has furnished or will furnish to each of the delivery Representatives a signed copy of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, a Prospectus is required copy of all exhibits filed therewith and a signed copy of all consents and certificates of experts. (d) The Company will comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Offered Shares and in any Optional Shares which may be issued and sold. If, at any time prior when a prospectus relating to the expiration of nine months after Shares is required to be delivered under the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the applicable securities or Blue Sky laws of relating to the offering in such states and other jurisdictions as you the Representatives may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Representatives and Underwriters' Counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Statement occurs, earning statements meeting the requirements of Rule 158(c158(a) of under the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During For a period of five three years after from the date hereofEffective Date, the Company will furnish deliver to you: the Representatives, on a timely basis (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate each report or report thereon of independent public accountants; document, including, without limitation, reports on Forms 8-K, 10-C, 10-K (iiior 10-KSB) as soon as they are availableand 10-Q (or 10-QSB) and exhibits thereto, copies of all reports (financial filed or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD") on the date each such report or document is so filed or furnished; (vii) every material press release in respect as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; (iii) as soon as practicable, a copy of any Schedule 13D, 13G, 14D-1 or its affairs which is released 13E-3 received or prepared by the Company, and Company from time to time; (viiv) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that publicly available, quarterly statements setting forth such information regarding the accounts Company's results of operations and financial position (including balance sheet, profit and loss statements and data regarding backlog) as is regularly prepared by management of the Company; and (v) such additional publicly available information concerning the business and financial condition of the Company are consolidated with any subsidiaries, as the Representatives may from time to time reasonably request and shall which can be accompanied prepared or obtained by similar the Company without unreasonable effort or expense. The Company will furnish to its shareholders annual reports containing audited financial statements for any significant subsidiary that is not so consolidatedand such other periodic reports as it may determine to be appropriate or as may be required by law. (h) The Neither the Company nor any person that controls, is controlled by or is under common control with the Company will maintain a transfer agent andtake any action designed to or which might be reasonably expected to cause or result in the stabilization or manipulation of the price of the Common Shares. (i) If the transactions contemplated by this Agreement are consummated, BlueStone shall retain the $40,000 previously paid to it, and the Company will pay or cause to be paid the following: all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company; the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or supplements thereto; the printing and mailing of the Selected Dealer Agreement; the issuance and delivery of the Shares to the Representatives; all taxes, if necessary any, on the issuance of the Shares; the fees, expenses and other costs of listing the Shares on Nasdaq and of qualifying the Shares for sale under the jurisdiction "Blue Sky" or securities laws of incorporation those states in which the Shares are to be offered or sold, including the fees and disbursements of Underwriters' Counsel incurred in connection therewith, and the cost of printing and mailing the "Blue Sky Survey"; the filing fees incident to securing any required review by the NASD; the cost of furnishing to the several Underwriters copies of the Registration Statement, Preliminary Prospectuses and the Prospectus as herein provided; the costs of placing "tombstone advertisements" in any publications which may be selected by the Representatives; and all other costs and expenses incident to the performance of the Company's obligations hereunder which are not otherwise specifically provided for in this Section 5(i). In addition, at the Closing Date, the Representatives will deduct from the payment for the Offered Shares an amount equal to the Representatives' costs, fees and expenses incurred during the registration process (less the sum of $40,000 previously paid to BlueStone), including all reasonable out-of-pocket accountable expenses relating to the transactions contemplated hereby, which amount will include the fees and expenses of Underwriters' Counsel (other than those payable by the Company in connection with "Blue Sky" qualifications referred to in the preceding paragraph) and all of the costs associated with the marketing and selling of the Offered Shares. (j) If the transactions contemplated by this Agreement or related hereto are not consummated because the Company decides not to proceed with the offering for any reason or if the Representatives decide not to proceed with the offering because of a breach by the Company of its representations, warranties or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company, a registrar the Company will reimburse the Representatives for all of their accountable expenses reasonably incurred in connection with the offering. If the Representatives decide not to proceed with the offering for any other reason, the Company will reimburse the Representatives (which may and the Representatives will be entitled to retain), for their accountable expenses, up to the same entity as $40,000 previously paid to BlueStone. In no event, however, will the transfer agent) for its Common StockRepresentatives, in the event the offering is terminated, be entitled to retain or receive more than an amount equal to their actual accountable out-of-pocket expenses. (k) The Company intends to apply the net proceeds from the sale of the Shares for the purposes set forth in the Prospectus. (l) During the period of nine (9) months following the date hereof, neither the Company nor any of its officers, directors or securityholders who have executed lock-up letter agreements with BlueStone ("Affiliated Shareholders") will offer for sale, sell, transfer, pledge or otherwise dispose of, directly or indirectly, any securities of the Company, in any manner whatsoever, whether pursuant to Rule 144 of the Regulations or otherwise, except that the Company may issue Common Shares upon the exercise of options or warrants outstanding as of the Effective Date or pursuant to the Company's Employee Stock Purchase Plan, and no holder of registration rights relating to securities of the Company will execute any such registration rights, in either case, without the prior written consent of BlueStone. The Company will deliver to the Representatives the undertakings as of the date hereof of its officers, directors and Affiliated Shareholders to this effect. (m) The Company will not file any registration statement relating to the offer or sale of any of the Company's securities, including any registration statement on Form S-8, during the nine (9) months following the date hereof without BlueStone's prior written consent. (n) The Company maintains and will continue to maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (o) The Company will use its best efforts to acquire maintain the inclusion listing of its shares of Common Stock the Shares on Nasdaq or another exchange that is mutually agreed upon by the National Association of Securities Dealers Automated Quotation system ("NASDAQ") Company and the American Stock Exchange Representatives for at least five ("AMEX"5) within six months years from the date hereofEffective Date. (jp) The Company is familiar will, concurrently with the Investment Company Effective Date, register the class of equity securities of which the Shares are a part under Section 12(g) of the Exchange Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to maintain the registration for a minimum of five (5) years after the Effective Date. (q) The Company shall retain Wachovia Bank and Trust Company as its transfer agent for the Common Shares (or such other transfer agent which is reasonably acceptable to BlueStone), for a period of three (3) years following the Effective Date. In addition, for a period of three (3) years following the Effective Date, the Company, at its own expense, shall cause its officerstransfer agent to provide BlueStone, directors and affiliates not toif so requested in writing, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security with copies of the Company's daily transfer sheets and when requested by BlueStone, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation a current list of the price of any Company's security holders, including a list of the Company to facilitate the sale or resale beneficial owners of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any securities held by a depository trust company and other securities of the Company which, in any such case, is in violation of any law, rule or regulationnominees. (lr) The Company will file timely hereby agrees, at its sole cost and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior expense, to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute supply and deliver to you Underwriters' Counsel, within a reasonable period from the Warrants you have earned. The Warrants will be substantially in date hereof, four bound volumes, including the form of the Stock Purchase Warrant filed Registration Statement, as an exhibit amended or supplemented, all exhibits to the Registration Statement, a copy of which is attached hereto as Exhibit "A"the Prospectus and all other underwriting documents. (qs) For a period of five three (3) years from following the Effective Date, the Company shall continue to retain Ernst & Young LLP (or such other nationally recognized accounting firm as is acceptable to BlueStone) as the Company's independent public accountants. (t) For a period of three (3) years following the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants accountants, as described in Section 5(v) above, to review read and comment on (but not audit and without issuing any opinion thereonaudit) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q (or 10-QSB) quarterly report and the mailing of quarterly financial information to Stockholdersshareholders. (ru) As promptly as practicable after For a period of twenty-five (25) days following the closing of the OfferingEffective Date, the Company will preparenot issue press releases or engage in any other publicity without BlueStone's prior written consent, at other than normal and customary releases issued in the ordinary course of the Company's business or those releases required by law. (v) For a period of eighteen (18) months following the Effective Date, the Company will not offer or sell any of its own expensesecurities, hard cover "bound volumes" relating other than the issuance of Common Shares upon exercise of options and warrants outstanding on the Effective Date or pursuant to the offeringCompany's Employee Stock Purchase Plan at a discount from the then current market price without the prior written consent of BlueStone, and will distribute such volumes to the individuals designated by youwhich consent shall not be unreasonably withheld.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you the Underwriters immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by of the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Shares Common Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal lifting thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration StatementStatement or, or if the Company has elected to rely on Rule 430A of the 1933 Act Regulations ("Rule 430A"), any amendment or supplement to the Prospectus if you (including documents incorporated by reference into the Registration Statement or the Prospectus) of which the Underwriters shall not have previously been advised and have previously been furnished a copy thereof a reasonable time prior to the proposed filingcopy, or if you to which the Underwriters or your counsel for the Underwriters shall reasonably object to such amendment or supplementobject. (c) The Company has furnished or will furnish to the Underwriters as many signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith (including documents incorporated by reference into the Prospectus pursuant to Item 12 of Form S-2 under the 0000 Xxx) and signed copies of all consents and certificates of experts as the Underwriters may reasonably request. (d) The Company will deliver or cause to yoube delivered to the Underwriters, at the Company's expensewithout charge, from time to time until the effective date of the Registration Statement, as requestedmany copies of each preliminary prospectus as the Underwriters may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver or cause to be delivered to the Underwriters, without charge, as soon as the Registration Statement shall have become effective (or, if the Company has elected to rely upon Rule 430A, as soon as practicable after the Price Determination Agreement has been executed and delivered) and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you the Underwriters may reasonably request. (e) The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations, and the 1934 Act and the 1934 Act Regulations, so as to permit the completion of the distribution of the Common Securities as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus is required If, at any time prior when a prospectus is required by the 1933 Act to be delivered in connection with sales of the expiration Common Securities, any event shall occur or condition exist as a result of nine months after which it is necessary, in the time reasonable opinion of issue of counsel for the Underwriters or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which order that the Prospectus as then amended or supplemented would will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the reasonable opinion of either such same period counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 ActAct or the 1933 Act Regulations, the Company will notify you and upon your request promptly prepare and furnish without charge file with the Commission, subject to you and Section 3(b) hereof, such amendment or supplement as may be necessary to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such untrue statement or omission or effect to make the Registration Statement or the Prospectus comply with such compliancerequirements. (df) The Company will use its best efforts efforts, in cooperation with the Underwriters, to qualify the Shares Common Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as you the Underwriters may designate and to maintain such qualifications in effect for as long as may be necessary to complete a period of not less than one year from the distribution effective date of the SharesRegistration Statement; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to make any undertakings subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares Common Securities have been qualified as above provided. (eg) The Company will make generally available (within the meaning of Rule 158 of the 1933 Act Regulations ("Rule 158") to its security holders securityholders and the Underwriters as soon as practicable, but in any event not later than 90 days after the end close of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)period covered thereby, an earnings statement of the Company and the Bank (in reasonable detail but which need not be audited) form complying with the provisions of Section 11(aRule 158) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration StatementStatement but not later than the first day of the Company's fiscal quarter next following such effective date. (fh) The Company and the Bank will use the net proceeds received by it them from the sale of the Shares substantially Common Securities in the manner specified in the Prospectus under the caption "Use of Proceeds." (gi) The Company Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will furnish file promptly all documents required to its security holders of record, as soon as practicable after be filed with the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each Commission pursuant to Section 13 or 14 of the first three quarters of 1934 Act subsequent to the fiscal year. During time the Registration Statement becomes effective. (j) For a period of five years after the date hereofClosing Time, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, Underwriters copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are availableannual reports, copies of all quarterly reports and financial statements furnished to or current reports filed with the CommissionCommission on Forms 10-K, any securities exchange 10-Q and 8-K, respectively, or such other similar forms as may be designated by the NASD; (v) every material press release in respect of Commission and such other documents, reports, proxy statements and information as shall be furnished by the Company or to its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Actstockholders generally. (k) The Company will notfile with the Nasdaq Stock Market all documents and notices required by the Nasdaq Stock Market of companies that have issued securities that are traded on the National Market, in the over-the-counter market, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of quotations for which are reported by the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationNasdaq Stock Market. (l) The Company shall pay the legal fees and related filing fees of counsel for the Underwriters in connection with the qualification of the Common Securities under the applicable securities laws in accordance with Section 3(f) hereof (the "Blue Sky Qualification") and the preparation of one or more "blue sky" surveys (each, a "Blue Sky Survey") for use in connection with the offering of the Common Securities as contemplated by the Prospectus and a copy of such Blue Sky Survey or surveys shall be delivered to each of the Company and the Underwriters. (m) If, at the time the Registration Statement becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A, then the Company will prepare and file timely and accurate reports on Form SR or transmit for filing with the Commission in accordance with Rule 463 430A and Rule 424(b) of the 1933 Act Regulations or any successor provision. (m) Prior "Rule 424(b)"), copies of an amended Prospectus, or, if required by Rule 430A, a post-effective amendment to the closing of the OfferingRegistration Statement (including an amended Prospectus), the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldcontaining all information so omitted. (n) The Company will notify you promptly of any material adverse change affecting any of will, at its representationsexpense, warranties, agreements and indemnities herein at any time prior subsequent to the closing issuance of the Offering Common Securities, prepare and take such steps as may be reasonably requested by you either distribute to remedy or publicize the sameUnderwriters and counsel to the Underwriters, or bothbound copies of the documents used in connection with the issuance of the Common Securities. (o) The Company will reserve and keep available not, prior to the Option Closing Date or thirty (30) days after the date of this Agreement, whichever occurs first, incur any material liability or obligation, direct or contingent, or enter into any material transaction, other than in the ordinary course of business, or any transaction with a related party that maximum number is required to be disclosed in the Prospectus pursuant to Item 404 of its authorized but unissued shares of Common Stock which are issuable upon exercise Regulation S-K of the Warrants outstanding from time to timeCommission, except as contemplated by the Prospectus. (p) On During the last day that this Agreement is in full force period beginning from the date hereof and effect continuing and including the date 180 days after the execution hereofdate of this Agreement, the Company shall execute and deliver will not, without the prior written consent of the Underwriters, directly or indirectly, offer for sale, sell, issue, contract to you sell, or grant any option to sell (including, without limitation, any short sale), pledge, establish an open "put-equivalent position within the Warrants you have earned. The Warrants will be substantially meaning of Rule 16a-1(h) under the 1934 Act, transfer, assign or otherwise dispose of any shares of Common Stock or securities exchangeable for or convertible into, shares of Common Stock (except for the issuance of Common Stock upon the exercise of stock options outstanding on the date of this Agreement to the extent such options are disclosed in the form Prospectus), or publicly announce the intention to do any of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A"foregoing. (q) For The Company has obtained, for the benefit of the Company and the Underwriters, from each of its directors, officers and other beneficial owners of five percent or more of the Common Stock a written agreement that for a period of five years 180 days from the Effective Datedate of this Agreement, such director, officer or beneficial owner will not, without the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each prior written consent of the first three Underwriters, directly or indirectly, offer for sale or sell, contract to sell, or grant any option to sell (3including, without limitation, any short sale), pledge, establish an open "put- equivalent position within the meaning of Rule 16a-1(h) fiscal quarters prior under the 1934 Act, transfer, assign or otherwise dispose of any shares of Common Stock or securities exchangeable for or convertible into shares of Common Stock, or any option, warrant or other right to acquire such shares, or publicly announce the announcement of quarterly financial information, the filing intention to do any of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholdersforegoing. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to To file with the Secretary of State of Georgia and cause the Registration Statement to become effective prior to the Closing Time the Designating Amendment in such form as has been approved by the Underwriters and their counsel. (if not yet effective b) If, at the date and time that this Agreement is executed and delivered delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when such post-effective amendment has become effective. The Company will file promptly all reports and any definitive proxy or information statements required to be filed by the parties heretoCompany with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering, sale and distribution of the Shares. The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Prospectus or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (bc) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably for the Underwriters shall object to such amendment or supplement. (cd) The Company has furnished or will furnish to you, at its expense, as soon as available, as many signed copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement became effective, including all documents or information incorporated by reference therein, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits but including all documents or information incorporated by reference therein). (e) The Company will deliver to youeach Underwriter, at the Company's expense, from time to time, as many copies of the Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at the Company's expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the 1933 ActAct or the Exchange Act or the respective rules and regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or a supplement to the Prospectus or an amendment or supplement to any such incorporated document which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the 1933 Act. (df) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws and real estate syndication laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (eg) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (fh) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (gi) The Company will furnish make available to its security holders of recordholders, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: you (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, ' equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"); (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, ; and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (hj) For a period of 90 days from the date hereof, the Company will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any shares of Preferred Stock or securities convertible into Preferred Stock, other than to the Underwriters pursuant to this Agreement. (k) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common the Preferred Stock. (il) The Company will have the Shares approved for trading on the Nasdaq National Market and will use its best efforts to acquire maintain the inclusion listing of its shares of Common the Preferred Stock on the Nasdaq National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereofMarket. (jm) The Company is familiar with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActAct of 1940, as amended. (kn) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationCompany. (lo) If at any time during the 30-day period after the date of the Prospectus, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your reasonable opinion the market price of the Preferred Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from you advising the Company to the effect set forth above, the Company agrees to forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (p) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of continue to meet the Company not to issue requirements for qualification as a press release or other official communication directly or indirectly, nor hold a press conference with respect to real estate investment trust under the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldCode. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts file the Prospectus pursuant to cause the Registration Statement applicable provisions of Rule 424(b) within the time period prescribed. During any time when a prospectus relating to become effective (if not yet effective at the date and time that this Agreement Shares is executed and required to be delivered by under the parties hereto). The Act, the Company will notify you immediately, and confirm the notice in writing, (i) when will comply with all requirements imposed upon it by the Registration Statement1933 Act, the 1934 Act, the 1933 Act Rules and the 1934 Act Rules to the extent necessary to permit the continuance of sales of or dealings in the Shares in accordance with the provisions hereof and of the Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, any amendment or supplement to the Prospectus, or any post-effective amendment to the Registration Statement, of which the Representatives shall not previously have become effectivebeen advised and furnished with a copy a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have give their consent. The Company will advise the Representatives, promptly after receiving notice thereof, of the time when (1) the Prospectus has been filed with the Commission and (2) any amendment to the Registration Statement has been filed or declared effective or any amendment or supplement to the Prospectus has been filed and will provide evidence satisfactory to the Representatives of each such filing or any amended Prospectus shall have been filedeffectiveness. (b) The Company will advise the Representatives promptly after receiving notice or obtaining knowledge thereof, of (iii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement or the Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of the Prospectus, (ii) the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (iii) the institution, threatening or of the institution or threatening contemplation of any proceeding for any such purposespurpose or (iv) any request made by the Commission for amending or supplementing the Registration Statement, for amending the Prospectus or for additional information. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplementas promptly as possible. (c) The Company has furnished or will deliver furnish to you, at its expense, as soon as available, three (3) copies of the Company's Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto (but without exhibits). (d) The Company will deliver to each Underwriter, at its expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at its expense, as soon as the Registration Statement shall have become effective, and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. (e) The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of If, at any time when a Prospectus is required at by the 1933 Act to be delivered in connection with sales of the Shares, any time prior event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Company, to amend the expiration of nine months after the time of issue of Registration Statement or amend or supplement the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which order that the Prospectus as then amended or supplemented would will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the opinion of either such same period counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 ActAct or the 1933 Act Regulations, the Company will notify you and upon your request promptly prepare and furnish without charge to you and to any dealer in securities as many copiesfile with the Commission, as you may from time to time reasonably request, of an amended Prospectus or a supplement subject to the Prospectus which will provisions of Section 5(b), such amendment or supplement as may be necessary to correct such untrue statement or omission or effect to make the Registration Statement or the Prospectus comply with such compliancerequirements. (df) The Company will use its best efforts efforts, in cooperation with you, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (fg) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent andtimely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders and to you as soon as practicable an earnings statement for the purposes of, if necessary under and to provide the jurisdiction benefits contemplated by, the last paragraph of incorporation Section 11(a) of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock1933 Act. (i) The Shares will be listed on the NYSE, subject to notice of issuance, and the Company will use it best efforts to maintain the listing of the Shares on the NYSE. (j) Prior to the Closing Time, the Company will notify you in writing immediately if any event occurs that renders any of the representations and warranties of the Company contained herein inaccurate or incomplete in any respect. (k) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (l) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of meet the distribution of requirements to qualify as a real estate investment trust under the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, Code and (ii) sell, bid for, purchase or pay anyone any compensation to cause each of its Subsidiaries that is organized as a partnership to be treated as a partnership for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provisionfederal income tax purposes. (m) Prior to the closing of the OfferingTo its knowledge, the Company has complied and will notendeavor to comply with all provisions of Section 517.075 of the Florida Securities and Investor Protection Act, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectlyall regulations thereunder, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by youissuers doing business with Cuba.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (and, if not yet effective at the date Company elects to rely upon Rule 430A and time that this Agreement is executed subject to Section 3(b), will comply with the requirements of Rule 430A and delivered by the parties hereto). The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by of the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Shares Shares, for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal lifting thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement (i) if the Company has not elected to rely upon Rule 430A, to the Prospectus (including amendments of the documents incorporated by reference into the Prospectus) or (ii) if the Company has elected to rely upon Rule 430A, to either the prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus (including documents incorporated by reference into such prospectus or to the Prospectus), of which you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filingcopy, or if to which you or your counsel for the Underwriter shall reasonably object to such amendment or supplementobject. (c) The Company has furnished or will furnish to you as many signed copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts as you may reasonably request. (d) The Company will deliver to you, at the Company's expensewithout charge, from time to time until the effective date of the Registration Statement (or, if the Company has elected to rely upon Rule 430A, until the time the Price Determination Agreement is executed and delivered), as requestedmany copies of each preliminary prospectus as the Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to you, without charge, as soon as the Registration Statement shall have become effective (or, if the Company has elected to rely upon Rule 430A, as soon as practicable after the Price Determination Agreement has been executed and delivered) and thereafter from time to time as requested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. (e) The Company will comply to the best of its ability with the 1933 Act and the 1934 Act so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus is required If, at any time prior when a prospectus is required by the 1933 Act to be delivered in connection with sales of the expiration Shares, any event shall occur or condition exist as a result of nine months after which it is necessary, in the time opinion of issue of counsel for the Underwriter or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which order that the Prospectus as then amended or supplemented would will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the opinion of either such same period counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act, the Company will notify you and upon your request promptly prepare and furnish without charge file with the Commission, subject to you and Section 3(b), such amendment or supplement as may be necessary to any dealer in securities as many copies, as you may from time correct such untrue statement or emission or to time reasonably request, of an amended Prospectus make the Registration Statement or a supplement to the Prospectus which will correct comply with such statement or omission or effect such compliancerequirements. (df) The Company will use its best efforts take all necessary action, and furnish to whomever you may direct such proper information, as may be lawfully required to qualify the Shares for offering and sale by you or by dealers under the applicable securities or Blue Sky laws of such states and any state or other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Sharesreasonably designate; provided, however, that in no event shall the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to make file any undertakings in respect consent for service of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws process of each jurisdiction in which the Shares have been qualified as above providedsuits. (eg) The Company will make generally available to its security holders as soon as practicable, but in any event not later than 45 days after the end close of the fiscal quarter first occurring after the first anniversary period covered thereby, an earnings statement of the "effective date Company (in form complying with the provisions of the Registration Statement" (as defined in Rule 158(c) 158 of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement, but not later than the first day of the Company's fiscal quarter next following such effective date. (fh) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds"." (gi) The Company Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will furnish file promptly all documents required to its security holders of record, as soon as practicable after be filed with the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each Commission pursuant to Section 13 or 14 of the first three quarters of 1934 Act subsequent to the fiscal year. During time the Registration Statement becomes effective. (j) For a period of five years after the Closing Time, the Company will furnish to you copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to its stockholders generally. (k) For a period of 180 days from the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) takewithout your prior written consent, directly or indirectly prior indirectly, sell, offer to termination of sell, grant any option for the distribution of the sale of, or otherwise dispose of, any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, other than Shares contemplated by sold to you pursuant to this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely with Nasdaq and accurate reports on Form SR with the Commission NASD all documents and notices required by Nasdaq of companies that have issued securities that are traded in accordance with Rule 463 of the 1933 Act Regulations or any successor provisionover-the- counter market and quotations for which are reported by the Nasdaq National Market. (m) Prior to the closing of the Offering, If the Company has elected to rely upon Rule 430A, it will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, and it will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldpromptly file such prospectus. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time At or prior to the closing Closing Time, the Company will deliver to the Underwriter agreements (the "Lock-Up Agreements") executed by each of the Offering Company's executive officers, directors and take such steps as may be reasonably requested by you either their respective affiliates, that for a 180 day period from the Closing Time, they will not, without your prior consent, sell, contract to remedy sell or publicize grant any option for the samesale or otherwise dispose of, directly or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued indirectly, any shares of Common Stock which are issuable upon exercise (or any security convertible into, or exercisable for, shares of Common Stock) owned by them. At or prior to the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereofClosing Time, the Company shall execute and deliver instructions to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit its transfer agent authorizing it to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) place stop transfer orders on the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholdersledgers. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform BSFS as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to you, at the Company's expense, from time to time as requested, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. If the delivery of a Prospectus is required at any time prior to the expiration of nine (9) months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such those states and other jurisdictions as you may designate listed on Exhibit A to this Agreement and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will make generally available to Furnish its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), practicable an earnings statement (in reasonable detail but which need not be auditedcertified by independent certified public accountants unless required by the Securities Act or the Rules) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 twelve months beginning after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and the Rules thereunder. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and will make available unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five (5) years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three (3) quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year five (5)-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (g) Except as contemplated by or described in the Prospectus, for a period of one year from the date hereof, the Company and each of its executive officers and directors will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any shares of Common Stock or securities convertible into Common Stock. The Company has obtained from all of its executive officers and directors their written agreement that for a period of one (1) year from the closing of the Offering, they will not offer to sell, sell, transfer, contract to sell, or grant any option for the sale of or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company (or any securities convertible into or exercisable for such shares of Common Stock), except for (1) the exercise of stock options under the Stock Option Plan or (2) gifts of Common Stock (or other securities) to a donee or donees who agree in writing to be bound by this clause. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will cooperate with BSFS and use its best efforts to acquire arrange to have the inclusion of its shares of Common Stock issued hereby quoted on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereofOTC Bulletin Board. (ji) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (kj) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (mk) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent input shall not be unreasonably withheld. (nl) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (qm) For a period of five (5) years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q QSB quarterly report and the mailing of quarterly financial information to Stockholders. (rn) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, three (3) hard cover "bound volumes" relating to the offeringOffering, and will distribute such volumes to the individuals designated by you. (o) The Company shall apply the net proceeds from the Offering in the manner set forth under "Use of Proceeds" in the Prospectus.

Certain Covenants of the Company. The In further consideration of the agreements of the Standby Purchasers herein contained, the Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform as follows: (a1) The Company will not at any time, whether before or after the Registration Statement shall have become effective, file or make any amendment or supplement to the Registration Statement or Prospectus of which you shall not have previously been advised and furnished a copy, or to which you shall reasonably object in writing. (2) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify advise you immediately, and confirm the notice advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt necessity of amending or supplementing the Prospectus or any comments from amended Prospectus in order to then meet the Commissionrequirements of the Securities Act, (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary or amended preliminary prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c3) The Company will deliver to youthe Standby Purchasers, at without charge, from time to time until the Company's expenseeffective date of the Registration Statement, as many copies of each preliminary or amended preliminary prospectus as the Standby Purchasers may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will deliver to the Standby Purchasers, without charge, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amended, if the Company shall have made any supplements or amendments to the Prospectus) as you the Standby Purchasers may reasonably request. If The Company has furnished or will furnish to you two signed copies of the delivery Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, and three copies of all exhibits filed therewith or incorporated therein by reference and signed copies of all consents and certificates of experts. (4) The Company will comply to the best of its ability with the Securities Act and the Rules and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of, and dealings in, the Securities under the Securities Act and the Exchange Act. Subject to the provisions of subsection (a) of this Section 7, if at any time when a Prospectus is required at any time prior to be delivered under the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events Securities Act (i) an event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact it is necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading or to make the Prospectus comply with the 1933 ActSecurities Act or (ii) the proposed offering of the Securities makes it necessary to amend or supplement the Prospectus, the Company promptly will notify you amend or supplement the Prospectus (and upon your request if a Post-Effective Amendment to the Registration Statement is necessary in connection therewith, will promptly prepare and furnish without charge to you file the same and to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) The Company will use its best efforts to qualify cause the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions same to become effective) as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete permit the lawful use of the Prospectus in connection with the distribution of the Shares; providedSecurities. (5) The Company will comply to the best of its ability with blue sky laws so as to permit the continuance of sales of and dealings in the Unsubscribed Securities thereunder. The Company, however, that the Company shall not be obligated to qualify as a foreign corporation or file any general consent to service of process under the laws of any such jurisdiction or subject itself to qualify taxation as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction. The Company will file take the necessary action to qualify the Securities (and, to the extent necessary, the Rights Certificates) in connection with the offer and sale thereof by the Company, under the laws of such statements and reports jurisdictions as may be required deemed advisable by the laws Company in respect of each jurisdiction in which the Shares have been qualified as above providedoffer of the Securities to the holders of its Common Stock and Rights Certificates. (e6) The Company will make generally available to its security holders as soon as practicableholders, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish mailing to its then security holders of recordholders, as soon as practicable after and in no event later than the end 15th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement satisfying the provisions of each respective periodSection 11 (a) of the Securities Act and Rule 158 of the Rules. (7) The Company will pay and bear all costs and expenses in connection with (i) the preparation, annual reports printing and filing with the Commission of the Registration Statement (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereofexhibits), the Company will furnish to you: (i) concurrently with furnishing such reports to its security holderspreliminary prospectuses and Prospectus and any amendments or supplements thereto, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently the printing of this Agreement and the agreements and other printed matter used by you in connection with furnishing to its security holders, a balance sheet the marketing of the Company as Securities and the publication of the end of such fiscal yearany related advertisements, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are availablethe issue and delivery of the Unsubscribed Securities hereunder to the Standby Purchasers, copies including all Federal and other taxes on the issue by or any transfer of all reports the Unsubscribed Securities from the Company to the Standby Purchasers (financial but not on any transfer by the Standby Purchasers of the Unsubscribed Securities or otherwise) mailed of the right to security holders; receive the same), (iv) the qualifying of the Securities and the Rights Certificates under the laws of certain jurisdictions as soon as they are availableaforesaid, copies including filing fees and fees and disbursements of all reports and financial statements furnished to or filed with counsel (who may be counsel for the CommissionStandby Purchasers) in connection therewith, any securities exchange or the NASD; (v) every material press release in respect the cost of furnishing to the Standby Purchasers copies of the Company or its affairs which is released or prepared by the CompanyRegistration Statement, preliminary and amended preliminary prospectuses and Prospectus and all supplements and amendments thereto, as herein provided and (vi) any additional information the legal expenses of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis Standby Purchasers incidental to the extent that preparation of, and the accounts consummation by the Standby Purchasers of the Company are consolidated with any subsidiariestransactions contemplated by, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidatedthis Agreement. (h) 8) The Company will do all things necessary to maintain a transfer agent and, if necessary under the jurisdiction of incorporation exerciseability of the CompanyRights, a registrar (which may be the same entity as the transfer agent) including, but not limited to, maintaining at all times sufficient reserved, authorized but unissued shares of Common Stock for its Common Stockissuance upon exercise thereof. (i9) The Company will use its best efforts to acquire add the inclusion of its shares of Common Stock Standby Purchasers as additional insureds on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar any insurance policy which provides insurance against liabilities which may be asserted in connection with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActRights Offerings. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b), or a Term Sheet pursuant to and in accordance with Rule 434, within the time period prescribed. If the Company elects to rely upon Rule 462(b), the Company shall file a 462(b) Registration Statement 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee. The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, 462(b) Registration Statement or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or 462(b) Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b) or any Term Sheet filed in accordance with Rule 434, or (iii) if the Company has elected to rely upon Rule 462(b), to any 462(b) Registration Statement in any case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably for the Underwriters shall object to such amendment or supplement. (c) The Company has furnished or will furnish to you, at its expense, as soon as available, four copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto. (d) The Company will deliver to youeach Underwriter, at the Company's expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at the Company's expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus or any Term Sheet in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus or any Term Sheet as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or any Term Sheet is delivered delivered, not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus or any Term Sheet in order to comply with the 1933 ActAct or the rules and regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or any Term Sheet or a supplement to the Prospectus or any Term Sheet or an amendment or supplement to any such incorporated document which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus or any Term Sheet, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus or any Term Sheet complying with Section 10(a)(3) of the 1933 Act. (de) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (ef) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statementthereunder. (fg) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (gh) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holderssecurityholders, copies of any statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holderssecurityholders; (ii) concurrently with furnishing to its security holderssecurityholders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, securityholders' equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holderssecurityholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"); (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, ; and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (hi) During the period beginning from the date hereof and continuing to and including the date 120 days after the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxxx Rice & Company L.L.C. offer, pledge, issue, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, or announce any offer, pledge, sale, grant of any option to purchase or other disposition of, directly or indirectly, any shares of Common Stock or securities convertible into, exercisable for or exchangeable for shares of Common Stock, except as provided in Section 2 of this Agreement, pursuant to the Company's 1991 Stock Incentive Plan or 1995 Stock Incentive Plan or in connection with acquisitions of businesses or assets by the Company. (j) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (ik) The Company will cause the Shares to be listed, subject to notice of issuance, on the Nasdaq Stock Market and will use its commercially reasonable best efforts to acquire maintain the inclusion listing of its shares of Common Stock the Shares on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Nasdaq Stock Exchange ("AMEX") within six months from the date hereofMarket. (jl) The Company is familiar with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActAct of 1940, as amended. (km) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationCompany. (ln) The If at any time during the 30-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company will file timely and accurate reports on Form SR with shall occur as a result of which in your reasonable opinion the Commission in accordance with Rule 463 market price of the 1933 Act Regulations Common Stock has been or any successor provision. is likely to be materially affected (mregardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) Prior and after written notice from you advising the Company to the closing of the Offeringeffect set forth above, the Company will not, agrees to consult with you concerning the substance and will use its best efforts to cause any affiliate dissemination of the Company not to issue a press release or other official communication directly public statement responding to or indirectlycommenting on such rumor, nor hold a press conference with respect to the Company publication or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldevent. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform BSFS as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to you, at the Company's expense, from time to time as requested, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. If the delivery of a Prospectus is required at any time prior to the expiration of nine (9) months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such those states and other jurisdictions as you may designate listed on Exhibit A to this Agreement and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will make generally available to Furnish its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), practicable an earnings statement (in reasonable detail but which need not be auditedcertified by independent certified public accountants unless required by the Securities Act or the Rules) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 twelve months beginning after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and the Rules thereunder. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and will make available unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five three (3) years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three (3) quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year three (3)-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (g) Except as contemplated by or described in the Prospectus, for a period of one year from the date hereof, the Company and each of its executive officers and directors will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any shares of Common Stock or securities convertible into Common Stock. The Company has obtained from all of its executive officers and directors their written agreement that for a period of one (1) year from the closing of the Offering, they will not offer to sell, sell, transfer, contract to sell, or grant any option for the sale of or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company (or any securities convertible into or exercisable for such shares of Common Stock), except for (1) the exercise of stock options under the Stock Option Plan or (2) gifts of Common Stock (or other securities) to a donee or donees who agree in writing to be bound by this clause (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will cooperate with BSFS and use its best efforts to acquire arrange to have the inclusion of its shares of Common Stock issued hereby quoted on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereofOTC Bulletin Board. (ji) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (kj) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (mk) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input input, if any, within 72 hours which consent input shall not be unreasonably withheld. (nl) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (qm) For a period of five (5) years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q QSB quarterly report and the mailing of quarterly financial information to Stockholders. (rn) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, three (3) hard cover "bound volumes" relating to the offeringOffering, and will distribute such volumes to the individuals designated by you. (o) The Company shall apply the net proceeds from the Offering in the manner set forth under "Use of Proceeds" in the Prospectus.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform several Underwriters as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Firm Shares by the several Underwriters, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Representative has not been previously advised and furnished a copy, or to which the Representative shall object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Representative immediately, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyRepresentative, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Firm Shares for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use make every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youthe several Underwriters, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as the Underwriters may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to the several Underwriters, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you the Underwriters may reasonably request. If The Company has furnished or will furnish to the delivery Representative two conformed copies of a Prospectus is required the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, two copies of all exhibits filed therewith and two conformed copies of all consents and certificates of experts. (d) The Company will comply with the Act, the Regulations, the Exchange Act, and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Firm Shares, and in any Option Shares which may be issued and sold. If, at any time prior when a prospectus relating to such Securities is required to be delivered under the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper informa- tion as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the applicable securities or Blue Sky laws of relating to the offering or for sale in such states and other jurisdictions as you the Representative may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Representative and its counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the CompanyCompany will deliver to the Representative and to Representative's Counsel on a timely basis (i) a copy of each report or document, at including, without limitation, reports on Forms 8-K, 10-C, 10-K and 10-Q and exhibits thereto, filed or furnished to the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"); (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its expensesecurity holders; (iii) as soon as practicable, shall cause its regularly engaged independent certified public accountants a copy of any Schedule 13D, 13G, 14D-1 or 13E-3 or Form 3, 4 and 5 received or prepared by the Company from time to review time; (but not audit and without issuing any opinion thereoniv) monthly statements setting forth such information regarding the Company's results of operations and financial position (including balance sheet, profit and loss statements but excluding data regarding outstanding purchase orders) as is regularly prepared by management of the Company; and (v) such additional information concerning the business and financial condition of the Company as the Representative may from time to time reasonably request and which can be prepared or obtained by the Company without unreasonable effort or expense. The Company will furnish to its shareholders annual reports containing audited financial statements for each and such other periodic reports as it may determine to be appropriate or as may be required by law. (h) Neither the Company nor any person that is controlled by the Company will take any action designed to or which might be reasonably expected to cause or result in the stabilization or manipulation of the first three price of the Firm Shares. (3i) fiscal quarters prior If the transactions contemplated by this Agreement are consummated, the Representative shall retain the Fifty Thousand Dollars ($50,000) previously paid to it, and the Company will pay or cause to be paid the following: all costs and expenses incident to the announcement performance of quarterly financial informationthe obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company, the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or supplements thereto, the printing and mailing of the Selected Dealer Agreement, the issuance and delivery of the Shares to the several Underwriters; all taxes, if any, on the issuance of the Shares; the fees, expenses and other costs of qualifying the Shares for sale under the Blue Sky or securities laws of those states in which the Shares are to be offered or sold, the cost of printing and mailing the "Blue Sky Survey" and fees and disbursements of counsel in connection therewith, including those of such local counsel as may have been retained for such purpose; the filing fees incident to securing any required review by the NASD; the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and the Prospectus as herein provided; the costs of "bound volumes" for the Representative and its counsel, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5(i). In addition, at the Closing Date or the Option Closing Date, as the case may be, Sands Brothers will, in its individual rather than its representative capacity, deduct from the payment for the Firm Shares or any Option Shares purchased, two percent (2%) of the gross proceeds of the offering (less the sum of Fifty Thousand Dollars ($50,000) previously paid to the Representative), as payment for the Representative's non-accountable expense allowance relating to the transactions contemplated hereby. (j) In the event the transactions contemplated hereby are not consummated by reason of any action by the Underwriter (except if such prevention is based upon a breach by the Company of any covenant, representation or warranty contained herein or because any other condition to the Underwriter's obligations hereunder required to be fulfilled by the Company is not fulfilled) the Company shall be liable for the actual accountable out-of-pocket expenses of the Underwriter, including legal fees. In the event the transactions contemplated hereby are not consummated by reason of any action of the Company or because of a breach by the Company of any covenant, representation or warranty herein, the Company shall be liable only for the actual accountable out-of-pocket expenses of the Underwriter, including legal fees. In the event the transactions contemplated hereby are not consummated for any reason, should the Underwriter's out-of-pocket expenses equal an amount that is less than the $50,000 advance received, the remaining sum will be returned to the Company. In addition, if the Company elects not to proceed with the offering contemplated hereby for any reason and subsequently engages in any public offering, private placement, merger, acquisition of securities, joint venture or other similar transaction within twelve (12) months following the Company's election not to proceed, Representative shall have the right to act as investment banker for the Company and to receive a fee in connection therewith equal to five percent (5%) of the consideration paid or received in any such transaction. (k) The Company will apply the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under "Use of Proceeds" and shall file such reports with the commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (l) During the six month period following the date hereof, none of the Company's 10-Q quarterly report officers or directors will offer for sale or sell or otherwise dispose of any securities of the Company owned by them, directly or indirectly, in any manner whatsoever (including pursuant to Rule 144 under the Act), and no holder of registration rights relating to the mailing securities of quarterly financial information the Company will exercise any such registration rights, in either case, without obtaining the prior written approval of the Representative. The Company will deliver to Stockholdersthe Representative the written undertakings as of the date hereof of its officers and directors to this effect. (rm) As promptly as practicable after the closing of the Offering, the The Company will prepare, at its own expense, hard cover "bound volumes" not file any registration statement relating to the offeringoffer or sale of any of the Company's securities, including any registration statement on Form S-8, during the twelve (12) months following the date hereof without the Representative's prior written consent; provided, however that the Company shall be permitted to file a Registration Statement on Form S-8 to cover Shares underlying options granted pursuant to the Company's Stock Option Plan. (n) The Company maintains and will distribute continue to maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (o) The Company will maintain the listing of the Shares on the NASDAQ National Market for so long as the Shares remain qualified for such volumes to the individuals designated by youlisting.

Certain Covenants of the Company. The In further consideration of the agreements of the Underwriters herein contained, the Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform as follows:: 3 (a) The Company will use its best efforts To prepare the Prospectus and to cause file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement; to furnish to the Underwriter one manually signed copy of the Registration Statement and all amendments thereto; to become effective (if not yet effective at advise the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you immediatelyUnderwriter promptly after it receives notice thereof, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of the Registration Statement or any Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution initiation or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending such the use and, if of any Prospectus or suspending any such order is issuedqualification, promptly to use reasonable efforts to obtain the withdrawal thereof at the earliest possible moment. (b) of such order. The Company will not at any time file or make any amendment furnish to the Registration StatementUnderwriter, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filingwithout charge, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to you, at the Company's expense, from time to time as requested, such number of many copies of the Prospectus (as supplemented or amendedamended if the Company shall have made any supplements or amendments thereto) as you the Underwriter may reasonably request. If . (b) If, in the opinion of counsel to the Underwriter, the delivery of a Prospectus prospectus is required under the Act at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were the statements are made when such Prospectus is delivered delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, to notify the Underwriter and upon the Underwriter's request to forthwith amend or supplement the Prospectus by furnishing, at its own expense, to the Underwriter and to dealers (whose names and addresses are furnished to the Company will notify you and by the Underwriter) to whom Shares may have been sold by the Underwriter and, upon your request prepare and furnish without charge to you and request, to any dealer in securities other dealers making such request, as many copies, copies as you the Underwriter may from time to time reasonably request, request of an amended Prospectus or a supplement supplements thereto so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances under which the statements are made, be misleading. If, in the opinion of counsel to the Underwriters, the delivery of a prospectus is required under the Act in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, at the Underwriter's request, but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as such Underwriter may request of an amended or supplemented Prospectus which complying with Section 10(a)(3) of the Act. (c) During such time as the Underwriter is required to deliver a Prospectus pursuant to Section 5 of the Act, the Company will correct such statement or omission or effect such complianceprepare and file with the Commission the documents required to be filed 4 pursuant to Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. (d) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will To make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring eighteen months after the first anniversary of the "effective date of the Registration Statement" Statement (as defined in Rule 158(c) of under the 1933 Act RegulationsAct), an earnings statement of the Company and its subsidiaries (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 the rules and regulations thereunder and covering a period of (including, at least 12 months beginning after the effective date option of the Registration StatementCompany, Rule 158). (e) The Company will cooperate with the Underwriter to qualify the Shares for offer and sale under the securities or "blue sky" laws of such states and other jurisdictions as the Underwriter may reasonably request and to pay filing fees, reasonable attorneys' fees and disbursements in connection therewith in an amount not exceeding $15,000 in the aggregate (including filing fees and disbursements paid or incurred prior to the date this Agreement becomes effective); provided, however, that the Company shall not be required to qualify as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company to be unduly burdensome. (f) The Company will use pay all costs and expenses incident to the net proceeds received by it from performance of the sale obligations of the Company under this Agreement, including (i) the preparation of the Prospectus (including financial statements) and any amendments or supplements thereto, (ii) the preparation and printing of Share certificates, (iii) the issuance and delivery of the Shares substantially to the Underwriter (other than transfer taxes), (iv) the furnishing of the opinions, letter and certificate referred to in Section 5(b) hereof (other than the opinion referred to in Section 5(b)(ii) hereof), and in the manner specified in amounts agreed pursuant to separate agreements. It is understood that the Prospectus under Underwriter shall be solely responsible to pay all fees and expenses of counsel to the caption "Use of ProceedsUnderwriter, and that the Company shall not be liable to reimburse the Underwriter for such fees and expenses." (g) The Company will furnish If the Underwriter shall not take up and pay for the Shares due to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each failure of the first three quarters Company to comply with any of the fiscal year. During a period of five years after the date conditions specified in Section 5 hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements shall reimburse the Underwriter for all of operations of the Company for each of the first three quarters their reasonable out-of-pocket accountable expenses incurred in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed connection with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared financing contemplated by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidatedthis Agreement. (h) The Company will maintain During a transfer agent and, if necessary under the jurisdiction period of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months 90 days from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the OfferingProspectus, the Company will not, and will use its best efforts without the prior written consent of the Underwriter, offer or sell (or grant any option or warrant to cause any affiliate offer or sell) Common Stock of the Company not to issue a press release or other official communication directly any security convertible into or indirectly, nor hold a press conference with respect to exchangeable for Common Stock of the Company or with respect any securities substantially similar to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time Company; provided, however, that the foregoing shall not apply to time. any shares issuable pursuant hereto or the issuance, offer, sale or grant of securities or options or warrants to purchase any securities pursuant 5 to any trading plan or employee compensation or stock purchase plans or director compensation plans described in the Registration Statement (p) On the last day that this Agreement is in full force and effect after the execution hereof, or any transaction pursuant to which the Company shall execute and deliver xxxxxx its obligations under any such employee compensation or stock purchase plans or director compensation plans) or any issuance or offer of securities (or options or warrants to you the Warrants you have earned. The Warrants will be substantially purchase any securities) as consideration in the form of the Stock Purchase Warrant filed as connection with an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". acquisition (qwhether by merger or otherwise) For a period of five years from the Effective Date, by the Company, at its expenseprovided that the recipients of those securities, shall cause its regularly engaged independent certified public accountants in connection with the acquisition, agree to review (but not audit and without issuing any opinion thereon) be locked-up on similar terms for the Company's financial statements for each remainder of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10such 90-Q quarterly report and the mailing of quarterly financial information to Stockholdersday period. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The In further consideration of the agreements of the Underwriters herein contained, the Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform as follows: (a) The Company will use its best efforts To prepare the Prospectus and to cause file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement; to furnish to each Representative one manually signed copy of the Registration Statement and all amendments thereto; to become effective (if not yet effective at advise the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you immediatelyRepresentatives promptly after it receives notice thereof, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of the Registration Statement any Preliminary Prospectus or Prospectus, of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution initiation or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending such the use and, if of any Preliminary Prospectus or Prospectus or suspending any such order is issuedqualification, promptly to use reasonable efforts to obtain the withdrawal thereof at of such order. The Company will furnish to the earliest possible momentUnderwriters, without charge, as many copies of the Preliminary Prospectus and Prospectus (as supplemented or amended if the Company shall have made any supplements or amendments thereto) as the Underwriters may reasonably request. (b) The Company will not at any time file or make any amendment If, in the opinion of counsel to the Registration StatementUnderwriters, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to you, at the Company's expense, from time to time as requested, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. If the delivery of a Prospectus prospectus is required under the Act at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares Securities and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were the statements are made when such Prospectus is delivered delivered, not misleading, oror if, if for any reason other reason, it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, to notify the Representatives and upon the Representatives' request to forthwith amend or supplement the Prospectus by furnishing, at its own expense, to the Underwriters and to dealers (whose names and addresses are furnished to the Company will notify you and by the Representatives) to whom 5 Securities may have been sold by any Underwriter and, upon your request prepare and furnish without charge to you and request, to any dealer in securities other dealers making such request, as many copies, copies as you the Underwriters may from time to time reasonably request, request of an amended Prospectus or a supplement supplements thereto so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances under which the statements are made, be misleading. If, in the opinion of counsel to the Underwriters, the delivery of a prospectus is required under the Act in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, at the Representatives' request, but at the expense of the Underwriters, the Company will prepare and deliver to each Underwriter as many copies as such Underwriter may request of an amended or supplemented Prospectus which complying with Section 10(a)(3) of the Act. (c) During such time as the Underwriters are required to deliver a Prospectus pursuant to Section 5 of the Act, the Company will correct such statement or omission or effect such complianceprepare and file with the Commission the documents required to be filed pursuant to Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder. (d) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (e) The Company will To make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring eighteen months after the first anniversary of the "effective date of the Registration Statement" Statement (as defined in Rule 158(c) of under the 1933 Act RegulationsAct), an earnings statement of the Company and its subsidiaries (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 the rules and regulations thereunder and covering a period of (including, at least 12 months beginning after the effective date option of the Registration StatementCompany, Rule 158). (e) The Company will cooperate with the Underwriters to qualify the Securities for offer and sale under the securities or "blue sky" laws of such states and other jurisdictions as the Representatives may reasonably request and to pay filing fees, reasonable attorneys' fees and disbursements in connection therewith in an amount not exceeding $15,000 in the aggregate (including filing fees and disbursements paid or incurred prior to the date this Agreement becomes effective); provided, however, that the Company shall not be required to qualify -------- ------- as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company to be unduly burdensome. (f) The Company will use pay all costs and expenses incident to the net proceeds received by it from the sale performance of the Shares substantially in obligations of the manner specified in Company under this Agreement, including (i) the preparation of the Preliminary Prospectus, the Prospectus under (including financial statements) and any amendments or supplements thereto, (ii) the caption "Use preparation and printing of Proceedsthe Securities certificates, (iii) the issuance and delivery of the Securities to the Underwriters (other than transfer taxes), (iv) the furnishing of the opinions, letter and certificate referred to in Section 5(b) hereof (other than the opinion referred to in Section 5(b)(ii) hereof) and (v) the fees and expenses of the Trustee. It is 6 understood that the Underwriters shall be solely responsible to pay all fees and expenses of counsel to the Underwriters, and that the Company shall not be liable to reimburse the Underwriters for such fees and expenses." (g) The Company will furnish If the Underwriters shall not take up and pay for the Securities, due to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each failure of the first three quarters Company to comply with any of the fiscal year. During a period of five years after the date conditions specified in Section 5 hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements shall reimburse the Underwriters for all of operations of the Company for each of the first three quarters their reasonable out-of-pocket accountable expenses incurred in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed connection with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared financing contemplated by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidatedthis Agreement. (h) The Company will maintain During a transfer agent and, if necessary under the jurisdiction period of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months 60 days from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the OfferingProspectus, the Company will not, and will use its best efforts without the prior written consent of the Representatives, offer or sell (or grant any option or warrant to cause offer or sell) any affiliate Securities or Common Stock of the Company not to issue a press release or other official communication directly any security convertible into or indirectly, nor hold a press conference with respect to exchangeable for the Securities or Common Stock of the Company or with respect any securities substantially similar to the financial condition, results of operations, business, properties, assets Securities or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time Company; provided, -------- however, that the foregoing shall not apply to time. any securities issuable ------- pursuant hereto or the issuance, offer, sale or grant of securities or options or warrants to purchase any securities pursuant to any trading plan or employee compensation or stock purchase plans or director compensation plans described in the Registration Statement (p) On the last day that this Agreement is in full force and effect after the execution hereof, or any transaction pursuant to which the Company shall execute and deliver hxxxxx its obligations under any such employee compensation or stock purchase plans or director compensation plans) or any issuance or offer of securities (or options or warrants to you the Warrants you have earned. The Warrants will be substantially purchase any securities) as consideration in the form of the Stock Purchase Warrant filed as connection with an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". acquisition (qwhether by merger or otherwise) For a period of five years from the Effective Date, by the Company, at its expenseprovided that the recipients of those securities, shall cause its regularly engaged independent certified public accountants in connection with the acquisition, agree to review (but not audit and without issuing any opinion thereon) be locked-up on similar terms for the Company's financial statements for each remainder of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10such 60-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offeringday period. Further, the Company will prepare, at its own expense, hard cover "bound volumes" relating ensure that shares acquired under the Employee Savings Plan which are sold by the officers and directors who are party to the offering, and will distribute such volumes lock-up agreements pursuant to the individuals designated by youSection 5(d) of this Agreement do not exceed an aggregate of 2 million shares of Common Stock.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Purchaser as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Units, the Unit Shares and the Class A Warrants by the Purchaser or a dealer, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Purchaser or its counsel has not been previously advised and furnished a copy, or to which the Purchaser shall reasonably object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Purchaser or its counsel promptly, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyPurchaser, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplement of the Registration Statement or amend or supplement the Prospectus or for additional information, ; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares Units or any of constituent securities of the Units for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youthe Purchaser, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as the Purchaser may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to the Purchaser, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you the Purchaser may reasonably request. If The Company has furnished or will furnish to the delivery Purchaser one signed copy and one conformed copy of a Prospectus is required the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, two copies of all exhibits filed therewith and one signed copy and one conformed copy of all consents and certificates of experts. (d) The Company will comply, as required, with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Units and the constituent securities of the Units, in any of which may be issued and sold, and in the Warrant Shares underlying such Warrants. If, at any time prior when a prospectus relating to such securities is required to be delivered under the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The If Purchaser determines to reoffer any Shares in the United States, the Company will use its best efforts to qualify furnish such proper information as may be required and otherwise cooperate in qualifying the Shares and Warrants for offering and sale under the applicable securities or Blue Sky laws of relating to the offering or for sale in such states and other jurisdictions as you the Purchaser may designate and to maintain designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Purchaser as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During For a period of five years after from the date hereofEffective Date, upon request, the Company will furnish deliver to you: the Purchaser on a timely basis (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate each report or report thereon of independent public accountants; document, including, without limitation, reports on Forms 8-K, 10-C, 10-K (iiior 10-KSB, where applicable) as soon as they are availableand 10-Q (or 10-QSB, copies of all reports (financial or otherwisewhere applicable) mailed to security holders; (iv) as soon as they are availableand exhibits thereto, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD") as soon as practicable after the date each such report or document is so filed; (vii) every material press release in respect as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (iii) as soon as practicable, a copy of any Schedule 13D, 13G, 14D-1 or its affairs which is released 13E-3 received or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or from time to time. The Company will furnish to its business that you may reasonably request. During such five-year period, the foregoing shareholders annual reports containing audited financial statements shall and such other periodic reports as it may determine to be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall appropriate or as may be accompanied required by similar financial statements for any significant subsidiary that is not so consolidatedlaw. (h) Neither the Company nor any person that controls, is controlled by or is under common control with the Company will take any action designed to or which might be reasonably expected to cause or result in the stabilization or manipulation of the price of the Shares or Warrants. (i) If the transactions contemplated by this Agreement are consummated, the Company will pay or cause to be paid to the appropriate persons the following: all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company, the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or supplements thereto, the issuance and delivery of the Units and the constituent securities thereof Shares to the Purchaser; all taxes, if any, on the issuance of the Units and the constituent securities thereof; if qualification of Units and the constituent securities thereof for sale under such laws is requested by Purchaser the reasonable fees, expenses and other costs of qualifying the Units and the constituent securities thereof for sale under the Blue Sky or securities laws of those states in which the Shares and Warrants are to be offered or sold, the cost of mailing the "Blue Sky Survey" and reasonable fees and disbursements of counsel in connection therewith, including those of such local counsel as may have been retained for such purpose; the filing fees incident to securing any required review by the NASD; the cost of furnishing to the Purchaser copies of the Registration Statement, Preliminary Prospectuses and the Prospectus as herein provided; and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. In addition, at the Closing Date, the Purchaser will deduct $100,000 from the purchase price for the Units as payment on account of the Purchaser's placement and due diligence fee, which amount will include the fees and expenses of counsel for the Purchaser. (j) The Purchaser's placement and due diligence fee in the amount of $250,000 will be payable by the Company as follows: (1) $100,000 on the Closing Date; (2) $50,000 on the date the Company receives, when taken together with the gross proceeds received by the Company from all prior exercises of Class A Warrants, an aggregate of $2,000,000 from the exercise of the Class A Warrants in accordance with their terms; (3) $50,000 on the date the Company receives, when taken together with the gross proceeds received by the Company from prior exercises of Class B Warrants, an aggregate of $2,000,000 from the exercise of Class B Warrants in accordance with their terms; and (4) $50,000 on the date the Company receives, when taken together with the gross proceeds received by the Company from all prior exercises of Class C Warrants, an aggregate of $2,000,000 from the exercise of Class C Warrants in accordance with their terms. (k) The Company intends to apply the net proceeds from the sale of the Shares and Warrants for the purposes set forth in the Prospectus. (l) During the period of two years from the date hereof, the Company will maintain a transfer agent andnot, if necessary under and it will use its best efforts to ensure that Criticare and none of the jurisdiction officers and directors of incorporation the Company and Criticare, and the security holders listed on Schedule 5(l) (the "Lock-Up Shareholders") will offer for sale or sell or otherwise dispose of, directly or indirectly, any securities of the Company, a registrar (which may be in any manner whatsoever, whether pursuant to Rule 144 of the same entity Regulations or otherwise, without the prior written consent of the Purchaser. The Company will deliver to the Purchaser the undertakings as of the transfer agent) for its Common Stockdate hereof of Criticare and the officers and directors of the Company and Criticare, and the Lock-Up Shareholders to this effect. (m) The Company will not file any registration statement relating to the offer or sale of any of the Company's securities, including any registration statement on Form S-8, during the nine (9) months following the date hereof without the Purchaser's prior written consent. (n) The Company maintains and will continue to maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (o) The Company will use its best efforts to acquire maintain the inclusion listing of its shares of Common Stock the Unit Shares and, when issued, the Warrant Share underlying the Warrants on Nasdaq and, if so qualified, on the Nasdaq National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the Market System, American Stock Exchange or the New York Stock Exchange for so long as the Shares are qualified for such listing. ("AMEX"p) The Company will, concurrently with the Effective Date, register the class of equity securities of which the Shares are a part under Section 12(g) of the Exchange Act and the Company will maintain the registration for a minimum of five years after the Effective Date. (q) The Company shall retain a transfer agent for the Unit Shares and Warrants, and when issued, the Warrant Shares, reasonably acceptable to the Purchaser, for a period of five years following the Effective Date. In addition, for a period of thirteen months from the Effective Date, the Company, at its own expense, shall cause such transfer agent to provide the Purchaser, if so requested in writing to the Company, with copies of the Company's daily transfer sheets and when requested by the Purchaser to the Company, a current list of the Company's security holders, including a list of the beneficial owners of securities held by a depository trust company and other nominees if readily available to the Company. (r) The Company hereby agrees, at its sole cost and expense, to supply and deliver to the Purchaser, within six months a reasonable period from the date hereof, four bound volumes, including the Prospectus and all other underwriting documents. (js) The Company is familiar with the Investment Company Act and the rules and regulations thereundershall, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. date hereof, have applied for listing in Standard & Poor's Corporation Records Service (kincluding annual report information) The Company will not, or Xxxxx'x Industrial Manual (Xxxxx'x OTC Industrial Manual not being sufficient for these purposes) and will shall use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of have the Company to facilitate listed in such manual as soon as practicable after the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely Effective Date and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will shall use its best efforts to cause any affiliate maintain such listing for a period of five years from the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldEffective Date. (nt) The Company will notify you promptly For a period of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to five years from the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereofEffective Date, the Company shall execute and deliver continue to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit retain Deloitte & Touche LLP (or such other nationally recognized accounting firm reasonably acceptable to the Registration Statement, a copy of which is attached hereto Purchaser) as Exhibit "A"the Company's independent public accountants. (qu) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants accountants, as described in Section 5(t) above, to review read (but not audit and without issuing any opinion thereonreview or audit) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholdersstockholders, if applicable. (rv) As promptly as practicable after For a period of 13 months from the closing of the OfferingEffective Date, the Company will preparenot increase or authorize an increase in the cash compensation of the Senior Executives (as defined in the Prospectus) over and above the amounts provided in their employment agreements, at its own expensewithout the prior written consent of the Purchaser. (w) For a period of 25 days from the Effective Date, hard cover "bound volumes" relating to the offeringCompany will not issue press releases or engage in any other publicity without the Purchaser's prior written consent, other than normal and will distribute such volumes to customary releases issued in the individuals designated ordinary course of the Company's business or those releases required by youlaw.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Underwriter as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Securities by the Underwriter or a dealer, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Underwriter has not been previously advised and furnished a copy, or to which the Underwriter shall object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Underwriter immediately, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyUnderwriter, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, ; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youthe Underwriter, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as the Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to the Underwriter, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you the Underwriter may reasonably request. If The Company has furnished or will furnish to the delivery Underwriter two signed copies of a Prospectus is required the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, two copies of all exhibits filed therewith and two signed copies of all consents and certificates of experts. (d) The Company will comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Offered Shares and Offered Warrants and in any Optional Shares and Optional Warrants which may be issued and sold, and in the Warrant Shares underlying such Warrants. If, at any time prior when a prospectus relating to the expiration of nine months after Securities is required to be delivered under the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper informa- tion as may be required and otherwise cooperate in qualifying the Shares Securities for offering and sale under the applicable securities or Blue Sky laws of relating to the offering in such states and other jurisdictions as you the Underwriter may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Underwriter and Underwriter's Counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the CompanyCompany will deliver to the Underwriter and to Underwriter's Counsel on a timely basis (i) a copy of each report or document, at including, without limitation, reports on Forms 8-K, 10-C, 10-K (or 10-K SB), 10-Q (or 10-Q SB) and 10-C and exhibits thereto, filed or furnished to the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD") on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its expensesecurity holders; (iii) as soon as practicable, shall cause its regularly engaged independent certified public accountants a copy of any Schedule 13D, 13G, 14D-1 or 13E-3 received or prepared by the Company from time to review time; (but not audit and without issuing any opinion thereoniv) monthly statements setting forth such information regarding the Company's results of operations and financial position (including balance sheet, profit and loss statements and data regarding outstanding purchase orders) as is regularly prepared by management of the Company; and (v) such additional information concerning the business and financial condition of the Company as the Underwriter may from time to time reasonably request and which can be prepared or obtained by the Company without unreasonable effort or expense. The Company will furnish to its shareholders annual reports containing audited financial statements for each and such other periodic reports as it may determine to be appropriate or as may be required by law. (h) Neither the Company nor any person that con- trols, is controlled by or is under common control with the Company will take any action designed to or which might be reasonably expected to cause or result in the stabilization or manipulation of the first three price of the Class A Common Shares or the Warrants. (3i) fiscal quarters prior If the transactions contemplated by this Agreement are consummated, the Underwriter shall retain the $50,000 previously paid to it, and the Company will pay or cause to be paid the following: all costs and expenses incident to the announcement performance of quarterly financial informationthe obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company; the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or supplements thereto; the printing and mailing of the Selected Dealer Agreement, the issuance and delivery of the Securities to the Underwriter; all taxes, if any, on the issuance of the Securities; the fees, expenses and other costs of qualifying the Securities for sale under the Blue Sky or securities laws of those states in which the Securities are to be offered or sold, including fees and disbursements of counsel in connection therewith, and including those of such local counsel as may have been retained for such purpose; the filing fees incident to securing any required review by the NASD and either the Boston Stock Exchange or Pacific Stock Exchange; the cost of printing and mailing the "Blue Sky Survey," the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and the Prospectus as herein provided; the costs of placing "tombstone advertisements" in any publications which may be selected by the Underwriter; and all other costs and expenses incident to the performance of the Company's 10-Q quarterly report obligations hereunder which are not otherwise specifically provided for in this Section 5(i). In addition, at the Closing Date or the Option Closing Date, as the case may be, the Underwriter will deduct from the payment for the Offered Shares and the mailing of quarterly financial information to Stockholders. Offered Warrants or any Optional Shares and/or Optional Warrants purchased, three percent (r3%) As promptly as practicable after the closing of the Offering, gross proceeds of the Company will prepare, at its own expense, hard cover "bound volumes" relating offering (less the sum of $50,000 previously paid to the offeringUnderwriter), and will distribute such volumes to the individuals designated by you.as payment for the

Certain Covenants of the Company. The Until termination of the Exchange Offer, the Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform as followsDealer Manager: (a) The Company will use its best efforts to cause notify the Registration Statement to become effective (Dealer Manager immediately and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyDealer Manager, and to confirm the notice in writing, writing (i) when the Registration Statement, or Statement and any post-effective amendment to the Registration Statement, Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any amended or additional Offering Materials shall have been filed, (ii) of the receipt of any comments from the CommissionCommission relating to the Exchange Offer, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or the other Offering Materials or for additional informationinformation relating to the Exchange Offer, and (iv) of (A) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement Statement, (B) of the issuance by the Commission of any order preventing or suspending the use of any of the Offering Materials, (C) of the suspension of the qualification of the Shares Company Stock for offering or sale in connection with the Exchange Offer in any jurisdiction, or (D) of the institution or threatening of any proceeding proceedings for any of such purposespurposes and (v) other than as described in the Prospectus, of the occurrence of any event that could cause the Company to withdraw, rescind, terminate or modify the Exchange Offer or would permit the Company to exercise any right not to accept the Universal Stock tendered pursuant to the Exchange Offer. The Company will use every its reasonable effort best efforts to prevent the issuance of any such stop order or order, the issuance of any order preventing or suspending such use and the suspension of any such qualification and, if any such order is issuedissued or qualification suspended, to obtain the withdrawal thereof lifting of such order or suspension at the earliest possible momentpracticable time. (b) The Company will not at any time file or make any amendment prior to the termination of the Exchange Offer and before amending or supplementing the Registration StatementStatement or the Prospectus, or to furnish copies of drafts to, and consult with, the Dealer Manager and its counsel within a reasonable time in advance of filing with the Commission of any amendment or supplement to the Registration Statement, the Prospectus if you or the other Offering Materials. The Company shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to file any such amendment or supplementsupplement to which counsel for the Dealer Manager shall reasonably object; provided, however, that the foregoing shall not apply to any of the Company's filings with the Commission required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, copies of which such filings the Company will cause to be delivered to the Dealer Manager promptly after being transmitted for filing with the Commission. (c) The Company will deliver to youfurnish promptly to the Dealer Manager, at without charge, one signed copy of the Company's expenseRegistration Statement, all amendments thereto and any other filing with the Commission in connection with the Exchange Offer, whether filed before or after the Registration Statement becomes effective; (d) to furnish promptly to the Dealer Manager, without charge, from time to time until the effective date of the Registration Statement, as requestedmany copies of each preliminary prospectus as the Dealer Manager may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act and the Exchange Act. The Company will furnish promptly to the Dealer Manager, without charge, as soon as the Registration Statement shall have become effective and during the period mentioned in the second sentence of Section 4(e) below such number of copies of the Prospectus and the other Offering Materials (as supplemented or amended) as you the Dealer Manager may reasonably request. If , and the delivery Company will cause all amendments and supplements filed with the Commission to be distributed to holders of a Prospectus is Universal Stock as may be required at any time prior by the Securities Act and the Exchange Act. (e) to comply in all material respects with the expiration of nine months after Securities Act and the time of issue of the Prospectus Exchange Act in connection with the offering Offering Materials, the Exchange Offer and the transactions contemplated hereby and thereby, as applicable. If at any time when the Prospectus is required by the Securities Act or sale of the Shares and if at such time Exchange Act to be delivered in connection with any events Solicitation or Exchange any event shall have occurred occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Dealer Manager or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus as then amended or supplemented would any other Offering Materials in order that the Prospectus or such other Offering Materials will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinin the Prospectus or such other Offering Materials, in the light of the circumstances under which they were made when made, not misleading or if, in the opinion of either such Prospectus is delivered not misleadingcounsel, or, if for any reason it shall be necessary during such same period to amend the Registration Statement or amend or supplement the Prospectus in order or any other Offering Materials to comply with the 1933 requirements of the Securities Act or Exchange Act, the Company will notify you promptly prepare, file with the Commission, subject to Section 4(b) of this Agreement, and upon your request prepare and furnish without charge furnish, at its own expense, to you the Dealer Manager and to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement the dealers (whose names and address will be furnished to the Prospectus Company by the Dealer Manager) to which will Company Stock may have been exchanged, such amendment or supplement as may be necessary to correct such untrue statement or omission or effect to make the Registration Statement or the Prospectus or such complianceother Offering Materials comply with such requirements. (df) The Company will use its best efforts to endeavor to qualify the Shares Company Stock for offering and sale in connection with the Exchange Offer under the applicable securities or Blue Sky laws of such states and other jurisdictions as you the Company may designate elect and to maintain such qualifications in effect for as long such time as may be necessary to complete required for the distribution consummation of the SharesExchange Offer; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to make any undertakings subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectsubject or to meet any other requirements deemed by the Company to be unduly burdensome. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have Company Stock has been qualified as above provided. (eg) The Company will to make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), practicable an earnings statement (in reasonable detail but of the Company covering a twelve-month period beginning on the first day of the first full fiscal quarter after the date of this Agreement, which need not be audited) complying with earning statement shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration StatementSecurities Act. (fh) The Company will to use its best efforts to effect the net proceeds received by it from the sale listing of the Shares substantially in shares of Company Stock issued pursuant to the manner specified in Exchange Offer on the Prospectus under the caption New York Stock Exchange ("Use NYSE"), subject to official notice of Proceeds." (g) The Company will furnish to its security holders of recordissuance, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The to timely file any report or other document required to be filed by the Company will use its best efforts with the Commission pursuant to acquire Section 13, 14 or 15 of the inclusion Exchange Act during the period of its shares time referred to in the second sentence of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ"Section 4(e) and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar to furnish or cause the Exchange Agent to furnish to the Dealer Manager such information as may be reasonably requested from time to time with respect to the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure shares of Universal Stock that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Acthave been validly tendered. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of promptly inform the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price Dealer Manager of any security of litigation or administrative action with respect to the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationExchange Offer. (l) The Company will file timely and accurate reports on Form SR with to give the Commission in accordance with Rule 463 Dealer Manager notice of any change of the 1933 Act Regulations or any successor provision. (m) Prior to the closing expiration time of the Offering, Exchange Offer (the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld"Expiration Time"). (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company -------------------------------- covenants and agrees with Broker-Dealer, to use its best efforts to cause each of the Company to perform Underwriters as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you the Underwriters immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, the NASD, the NASDAQ or any state securities commission, (iii) of any request by of the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal lifting thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration StatementStatement or, or if the Company has elected to rely upon Rule 430A of the 1933 Act Regulations ("Rule 430A"), any amendment or supplement to the Prospectus if you (including documents incorporated by reference into the Registration Statement or the Prospectus) of which the Underwriters shall not previously have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filingcopy, or if you to which the Underwriters or your counsel for the Underwriters shall reasonably object to such amendment or supplementobject. (c) The Company has furnished or will furnish to the Underwriter as many signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts as the Underwriters may reasonably request. (d) The Company will deliver or cause to yoube delivered to the Underwriters, at the Company's expensewithout charge, from time to time until the effective date of the Registration Statement, as requestedmany copies of each preliminary prospectus as the Underwriters may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver or cause to be delivered to the Underwriter, without charge, as soon as the Registration Statement shall have become effective (or, if the Company has elected to rely upon Rule 430A, as soon as practicable after the Price Determination Agreement has been executed and delivered) and thereafter from time to time as requested by the Underwriters during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you the Underwriters may reasonably request. (e) The Company will comply with the 1933 Act and the 1933 Act Regulations, and the 1934 Act and the 1934 Act Regulations, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus is required If, at any time prior when a prospectus is required by the 1933 Act to be delivered in connection with sales of the expiration Securities, any event shall occur or condition exist as a result of nine months after which it is necessary, in the time reasonable opinion of issue of counsel for the Underwriters or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which order that the Prospectus as then amended or supplemented would will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the reasonable opinion of either such same period counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 ActAct or the 1933 Act Regulations, the Company will notify you and upon your request promptly prepare and furnish without charge file with the Commission, subject to you and Section 3(b) hereof, such amendment or supplement as may be necessary to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such untrue statement or omission or effect to make the Registration Statement or the Prospectus comply with such compliancerequirements. (df) The Company will use its best efforts efforts, in cooperation with the Underwriters, to qualify the Shares Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as you the Underwriters may designate and to maintain such qualifications in effect for as long as may be necessary to complete a period of not less than one year from the distribution effective date of the SharesRegistration Statement; provided, however, that the Company shall not be obligated to file --------- -------- any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to make any undertakings subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares Securities have been qualified as above provided. (eg) The Company will make generally available available, within the meaning of Rule 158 of the 1933 Act Regulations ("Rule 158"), to its security the holders of the Securities and the Underwriter as soon as practicable, but in any event not later than 90 days after the end close of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)period covered thereby, an earnings statement of the Company and its subsidiaries (in reasonable detail but which need not be audited) form complying with the provisions of Section 11(aRule 158) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration StatementStatement but not later than the first day of the Company's fiscal quarter next following such effective date. (fh) The Company will use the net proceeds received by it from the sale of the Shares substantially Securities in the manner specified in the Prospectus under the caption "Use of Proceeds." (gi) The Company Company, during the period when a prospectus is required by the 1933 Act to be delivered in connection with the sales of Common Stock, will furnish cause a registration statement for the Common Stock to its security holders of record, as soon as practicable after be effective and will file promptly all documents required to be filed with the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each Commission pursuant to Section 13 or 14 of the first three quarters of 1934 Act subsequent to the fiscal year. During time the Registration Statement becomes effective. (j) For a period of five years after the date hereofClosing Time, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, Underwriter copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are availableannual reports, copies of all quarterly reports and financial statements furnished to or current reports filed by the Company with the Commission, any securities exchange such other documents, reports, proxy statements and information as shall be furnished by the Company to its stockholders generally, and such other public information concerning the Bank, Intervest Mortgage Corporation or the NASD; (v) every material press release in respect of Company as the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you Underwriter may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts provide to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination the holders of the distribution of the Shares contemplated Common Stock annual reports containing financial statements audited by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company's independent auditors and, or which may cause or result in, or which might in the future reasonably be expected to cause or result inupon written request, the stabilization Company's annual reports on Form 10-K or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the SharesForm 10-KSB, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationas applicable. (l) The Company will file timely with the NASDAQ Stock Market or the NASD all documents and accurate reports notices required by the NASDAQ Stock Market or the NASD of companies that have issued securities that are traded on Form SR the NASDAQ Stock Market. (m) The Company shall cause to be prepared by its counsel one or more "blue sky" surveys (each, a "Blue Sky Survey") for use in connection with the offering of the Securities as contemplated by the Prospectus and a copy of each Blue Sky Survey or surveys shall be delivered to each of the Company and the Underwriters. Furthermore, the Underwriters may, in their discretion, require the Company to cause any Blue Sky Survey prepared in connection with any prior public offering of the Company's securities to be updated by counsel for the Company through and as of the date hereof. (n) If, at the time the Registration Statement becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A, then the Company will prepare, and file or transmit for filing with the Commission in accordance with Rule 463 430A and Rule 424(b), copies of the 1933 Act Regulations or any successor provision. (m) Prior an amended Prospectus or, if required by Rule 430A, a post-effective amendment to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. Registration Statement (nincluding an amended Prospectus) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or bothcontaining all information so omitted. (o) The Company will reserve and keep available that maximum number of will, at its authorized but unissued shares of Common Stock which are issuable upon exercise expense, subsequent to the issuance of the Warrants outstanding from time Securities, prepare and distribute to timethe Underwriters and counsel to the Underwriters _____________ bound volumes containing copies of the documents used in connection with the issuance of the Securities. (p) On Neither the last day that this Agreement is in full force and effect Company nor any of its subsidiaries will, prior to the Option Closing Date or thirty (30) days after the execution hereofdate of this Agreement, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially whichever occurs first, incur any material liability or obligation, direct or contingent, or enter into any material transaction, other than in the form ordinary course of business, or any transaction with a related party which is required to be disclosed in the Prospectus pursuant to Item 404 of Regulation S-K of the Stock Purchase Warrant filed Commission, except as an exhibit to disclosed in or contemplated by the Registration Statement, a copy of which is attached hereto as Exhibit "A"Prospectus. (q) For The Company will not sell or issue, contract to sell or issue, or otherwise dispose of, for a period of five years from 180 days after the Effective DateClosing Time, without the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each prior written consent of the first three (3) fiscal quarters prior to Underwriters, any shares of, or any securities convertible into or exercisable for shares of, Common Stock other than in connection with any plan or arrangement described in the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to StockholdersProspectus. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b), or a Term Sheet pursuant to and in accordance with Rule 434, within the time period prescribed. If the Company elects to rely upon Rule 462(b), the Company shall file a 462(b) Registration Statement 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee. The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, 462(b) Registration Statement or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or 462(b) Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b) or any Term Sheet filed in accordance with Rule 434, or (iii) if the Company has elected to rely upon Rule 462(b), to any 462(b) Registration Statement in any case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably for the Underwriters shall object to such amendment or supplement. (c) The Company has furnished or will furnish to you, at its expense, as soon as available, four copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto. (d) The Company will deliver to youeach Underwriter, at the Company's expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at the Company's expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus or any Term Sheet in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus or any Term Sheet as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or any Term Sheet is delivered delivered, not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus or any Term Sheet in order to comply with the 1933 ActAct or the rules and regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or any Term Sheet or a supplement to the Prospectus or any Term Sheet or an amendment or supplement to any such incorporated document which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus or any Term Sheet, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus or any Term Sheet complying with Section 10(a)(3) of the 1933 Act. (de) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (ef) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statementthereunder. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holderssecurityholders, copies of any statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holderssecurityholders; (ii) concurrently with furnishing to its security holderssecurityholders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, securityholders' equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holderssecurityholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"); (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, ; and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxx Xxxxxx & Company, Inc., offer, pledge, issue, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, or announce any offer, pledge, sale, grant of any option to purchase or other disposition of, directly or indirectly, any shares of Common Stock or securities convertible into, exercisable for or exchangeable for shares of Common Stock, except as provided in Section 3 of this Agreement, pursuant to the Company's Long-Term Incentive Plan or in connection with acquisitions of businesses or assets by the Company. (i) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (ij) The Company will cause the Shares to be listed, subject to notice of issuance, on the Nasdaq Stock Market and will use its commercially reasonable best efforts to acquire maintain the inclusion listing of its shares of Common Stock the Shares on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Nasdaq Stock Exchange ("AMEX") within six months from the date hereofMarket. (jk) The Company is familiar with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActAct of 1940, as amended. (kl) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provisionCompany. (m) Prior If at any time during the 30-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your reasonable opinion the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from you advising the Company to the closing of the Offeringeffect set forth above, the Company will not, agrees to consult with you concerning the substance and will use its best efforts to cause any affiliate dissemination of the Company not to issue a press release or other official communication directly public statement responding to or indirectlycommenting on such rumor, nor hold a press conference with respect to the Company publication or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldevent. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations, and subject to the provisions of Section 4(b) of this Agreement, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b), or a Term Sheet pursuant to and in accordance with Rule 434, within the time period prescribed. If the Company elects to rely upon Rule 462(b), the Company shall file a 462(b) Registration Statement 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee. The Company will notify you immediately, immediately and confirm the notice in writing, (i) when the Registration Statement, 462(b) Registration Statement or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or 462(b) Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening threat of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, use its reasonable efforts to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, Statement or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, or (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b) or any Term Sheet filed in accordance with Rule 434, or (iii) if the Company has elected to rely upon Rule 462(b), to any 462(b) Registration Statement, in either case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel for the Underwriters shall reasonably object to such amendment or supplement. (c) The Company has furnished or will deliver furnish to you, at its expense, as soon as available, as many signed copies of the Company's Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto (but without exhibits). (d) The Company will deliver to each Underwriter, at its expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at its expense, as soon as the Registration Statement shall have become effective, and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. If The Company will use its best efforts to comply with the delivery 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. In case you are required to deliver a Prospectus is required at any time prior to the expiration of prospectus within nine months after the time of issue of the Prospectus or any Term Sheet in connection with the offering or sale of the Shares and if at such time any events event shall have occurred as a result of which the Prospectus or any Term Sheet as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or any Term Sheet is delivered delivered, not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus or any Term Sheet in order to comply with the 1933 ActAct or the 1933 Act Regulations, the Company will notify you and upon your request prepare promptly and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or any Term Sheet or a supplement to the Prospectus or any Term Sheet which will correct such statement or omission or effect such compliance. In case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus or any Term Sheet, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus or any Term Sheet complying with the requirements of Section 10(a)(3) of the 1933 Act. (de) The Company will use its best efforts efforts, in cooperation with you, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (ef) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (fh) The Company will use the net proceeds received by it During a period of five years from the sale of date hereof, the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of recordstockholders, as soon as practicable after the end of each respective periodfiscal year, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holdersstockholders of the Company; (ivii) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (viii) every material press release in respect of the Company or its affairs which is released or prepared by the Company, ; and (viiv) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (hi) For a period of 180 days from the date hereof, the Company will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Common Stock or securities convertible into Common Stock, other than to the Underwriters pursuant to this Agreement except for: (i) contributions to employee benefit plans in existence on the date of the execution of this Agreement; (ii) the issuance of Common Stock pursuant to the terms of the Acquisition Agreements; (iii) the issuance of Common Stock to stockholders of a company whose primary business is sales of office products, supplies, furniture or equipment and such stock is issued in connection with the acquisition of such company by the Company, provided that each such stockholder of the acquired company agrees not to offer, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, such shares of common stock for a period of 180 days from the date of the Prospectus without prior written consent of the Underwriters; (iv) the grant of options pursuant to the Company's Stock Option Plan in effect at the time of execution of this Agreement; or (v) pursuant to an exercise of stock options or sale of Common Stock pursuant to a "cashless exercise" of stock options which are outstanding on the date of the Prospectus. (j) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (ik) The For as long as the Common Stock of the Company is publicly traded, the Company will use its it best efforts to acquire maintain the inclusion listing of its shares of Common Stock on NSM; provided that nothing herein shall prevent the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and Company from listing its Common Stock on the American New York Stock Exchange ("AMEX") within six months from the date hereofExchange. (jl) The Company is familiar with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActAct of 1940 and the rules and regulations thereunder. (km) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to the termination of the distribution of the Shares underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationCompany. (ln) If at any time during the 30-day period after the Registration Statement becomes effective, any publication or event relating to or affecting the Company shall occur as a result of which in your reasonable opinion the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such publication or event necessitates a supplement or amendment of the Prospectus) and after written notice from you advising the Company to the effect set forth above, the Company agrees to forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such publication or event. (o) The Company will file timely and accurate reports on Form SR information with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (np) The Company will notify you promptly supply the Underwriters with copies of any material adverse change affecting any of its representations, warranties, agreements all correspondence to and indemnities herein at any time prior from and all documents issued to and by the closing Commission or the Commission staff in connection with the registration of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize Shares under the same, or both1933 Act. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b), or a Term Sheet pursuant to and in accordance with Rule 434, within the time period prescribed. If the Company elects to rely upon Rule 462(b), the Company shall file a 462(b) Registration Statement 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee. The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, 462(b) Registration Statement or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or 462(b) Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b) or any Term Sheet filed in accordance with Rule 434, or (iii) if the Company has elected to rely upon Rule 462(b), to any 462(b) Registration Statement in any case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably for the Underwriters shall object to such amendment or supplement. (c) The Company has furnished or will furnish to you, at its expense, as soon as available, four copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto. (d) The Company will deliver to youeach Underwriter, at the Company's expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at the Company's expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus or any Term Sheet in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus or any Term Sheet as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or any Term Sheet is delivered delivered, not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus or any Term Sheet in order to comply with the 1933 ActAct or the rules and regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or any Term Sheet or a supplement to the Prospectus or any Term Sheet or an amendment or supplement to any such incorporated document which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus or any Term Sheet, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus or any Term Sheet complying with Section 10(a)(3) of the 1933 Act. (de) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (ef) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statementthereunder. (fg) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (gh) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holderssecurityholders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holderssecurityholders; (ii) concurrently with furnishing to its security holderssecurityholders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, securityholders' equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holderssecurityholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"); (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, ; and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (hi) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxx Xxxxxx & Company, Inc., offer, pledge, issue, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, or announce any offer, pledge, sale, grant of any option to purchase or other disposition of, directly or indirectly, any shares of Common Stock or securities convertible into, exercisable for or exchangeable for shares of Common Stock, except as provided in Section 2 of this Agreement and other than pursuant to the Company's Long-Term Incentive Plan. (j) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (ik) The Company will cause the Shares to be listed, subject to notice of issuance, on the Nasdaq Stock Market and will use its commercially reasonable best efforts to acquire maintain the inclusion listing of its shares of Common Stock the Shares on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Nasdaq Stock Exchange ("AMEX") within six months from the date hereofMarket. (jl) The Company is familiar with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActAct of 1940, as amended. (km) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationCompany. (ln) If at any time during the 30-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your reasonable opinion the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from you advising the Company to the effect set forth above, the Company agrees to consult with you concerning the substance and dissemination of a press release or other public statement responding to or commenting on such rumor, publication or event. (o) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform several Underwriters as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Firm Shares by the several Underwriters, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Representative has not been previously advised and furnished a copy, or to which the Representative shall object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Representative immediately, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyRepresentative, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission for amendment or supplement to amend the Registration Statement or amend or supplement the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Firm Shares for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every its reasonable best effort to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youthe several Underwriters, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as the Underwriters may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to the several Underwriters, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you the Underwriters may reasonably request. If The Company has furnished or will furnish to the delivery Representative two conformed copies of a Prospectus is required the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, two copies of all exhibits filed therewith and two conformed copies of all consents and certificates of experts. (d) The Company will comply with the Act, the Regulations, the Exchange Act, and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Firm Shares, and in any Option Shares which may be issued and sold. If, at any time prior when a prospectus relating to such Firm or Option Shares is required to be delivered under the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper information as may be required and otherwise cooperate in qualifying the Firm or Option Shares for offering and sale under the applicable securities or Blue Sky laws of relating to the offering or for sale in such states and other jurisdictions as you the Representative may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Representative and its counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company will deliver to the Representative and to Representative's Counsel on a reasonably timely basis (i) a copy of each report or document, including, without limitation, reports on Forms 8-K, 10-C, 10-K and 10-Q and exhibits thereto, filed or furnished to the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"); (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; (iii) as soon as practicable, a copy of any Schedule 13D, 13G, 14D-1 or 13E-3 or Form 3, 4 and 5 received or prepared by the Company from time to time; and (iv) such additional information concerning the business and financial condition of the Company as the Representative may from time to time reasonably request and which can be prepared or obtained by the Company without unreasonable effort or expense. The Company will furnish to its shareholders annual reports containing audited financial statements and such other periodic reports as it may determine to be appropriate or as may be required by law. (h) Neither the Company nor any person that is controlled by the Company will take any action designed to or which might be reasonably expected to cause or result in the stabilization or manipulation of the price of the Firm Shares. (i) If the transactions contemplated by this Agreement are consummated, the Representative shall retain the Fifty Thousand Dollars ($50,000) previously paid to it, and the Company will pay or cause to be paid the following: all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company, the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or supplements thereto, the printing and mailing of the Selected Dealer Agreement, the issuance and delivery of the Shares to the several Underwriters; all taxes, if any, on the issuance of the Shares; the fees, expenses and other costs of qualifying the Shares for sale under the Blue Sky or securities laws of those states in which the Shares are to be offered or sold, the cost of printing and mailing the "Blue Sky Survey" and fees and disbursements of counsel in connection therewith (such fees only not to exceed the sum of $25,000), including those of such local counsel as may have been retained for such purpose; the filing fees incident to securing any required review by the NASD; the cost of furnishing to the Underwriters copies of the Registration Statement, Preliminary Prospectuses and the Prospectus as herein provided; the costs of "bound volumes" for the Representative and its counsel, the costs of placing a "tombstone" advertisement in such publication as the Representative determines (the cost of such "tombstone" advertisement not to exceed $10,000). In addition, at the Closing Date or the Option Closing Date, as the case may be, Sands Brothers will, in its expenseindividual rather than its representative capacity, shall cause its regularly engaged independent certified public accountants deduct from the payment for the Firm Shares or any Option Shares purchased, two and one half percent (2.5%) of the gross proceeds of the offering (less the sum of Fifty Thousand Dollars ($50,000) previously paid to review the Representative), as payment for the Representative's nonaccountable expense allowance relating to the transactions contemplated hereby. (but j) In the event the transactions contemplated hereby are not audit and without issuing consummated by reason of any opinion thereonaction by the Representative (except if such prevention is based upon a breach by the Company of any covenant, representation or warranty contained herein or because any other condition to the Representative's obligations hereunder required to be fulfilled by the Company is not fulfilled) the Company's financial statements Company shall be liable for each the actual accountable out-of-pocket expenses of the first three (3) fiscal quarters prior Representative, including legal fees. In the event the transactions contemplated hereby are not consummated by reason of any action of the Company or because of a breach by the Company of any covenant, representation or warranty herein, the Company shall be liable only for the actual accountable out-of-pocket expenses of the Representative, including legal fees. In the event the transactions contemplated hereby are not consummated for any reason, should the Representative's out-of-pocket expenses equal an amount that is less than the $50,000 advance received, the remaining sum will be returned to the announcement Company. (k) The Company will apply the net proceeds from the sale of quarterly financial informationthe Shares in the manner set forth in the Prospectus under "Use of Proceeds" and shall file such reports with the commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (l) During the twelve month period following the date hereof, the filing none of the Company's 10-Q quarterly report officers, directors or holders of five percent (5%) or more of the shares of Common Stock (the "Principal Shareholders") will offer for sale or sell or otherwise dispose of any securities of the Company owned by them, directly or indirectly, in any manner whatsoever (including pursuant to Rule 144 under the Act), and no holder of registration rights relating to the mailing securities of quarterly financial information the Company will exercise any such registration rights, in either case, without obtaining the prior written approval of the Representative. The Company will deliver to Stockholdersthe Representative the written undertakings as of the date hereof of its officers, directors and Principal Shareholders to this effect. (rm) As promptly as practicable after the closing of the Offering, the The Company will prepare, at its own expense, hard cover "bound volumes" not file any registration statement relating to the offeringoffer or sale of any of the Company's securities, including any registration statement on Form S-8, during the twelve (12) months following the date hereof without the Representative's prior written consent. (n) The Company maintains and will distribute continue to maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (o) The Company will maintain the listing of the Shares on the NASDAQ SmallCap Market for so long as the Shares remain qualified for such volumes to the individuals designated by youlisting.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Underwriter as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Shares and Warrants by the Underwriter or a dealer, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Underwriter has not been previously advised and furnished a copy, or to which the Underwriter shall reasonably object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Underwriter immediately, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyUnderwriter, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, ; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares and/or the Warrants for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youthe Underwriter, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as the Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to the Underwriter, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you the Underwriter may reasonably request. If The Company has furnished or will furnish to the delivery Underwriter two signed copies of a Prospectus is required the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, two copies of all exhibits filed therewith and two signed copies of all consents and certificates of experts. (d) The Company will comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Offered Shares and Offered Warrants, in any Optional Shares and Optional Warrants which may be issued and sold, and in the Warrant Shares underlying such Warrants. If, at any time prior when a prospectus relating to such Securities is required to be delivered under the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper information as may be required and otherwise cooperate in qualifying the Shares Securities for offering and sale under the applicable securities or Blue Sky laws of relating to the offering or for sale in such states and other jurisdictions as you the Underwriter may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Underwriter and Underwriter's Counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior Company will deliver to the announcement Underwriter and to Underwriter's Counsel on a timely basis (i) a copy of quarterly financial informationeach report or document, the filing of the Company's 10including, without limitation, reports on Forms 8-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.K,

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Underwriter as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Shares by the Underwriter or a dealer, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Underwriter has not been previously advised and furnished a copy, or to which the Underwriter shall object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Underwriter immediately, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyUnderwriter, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, ; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youthe Underwriter, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as the Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to the Underwriter, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you the Underwriter may reasonably request. If The Company has furnished or will furnish to the delivery Underwriter two signed copies of a Prospectus is required the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, two copies of all exhibits filed therewith and two signed copies of all consents and certificates of experts. (d) The Company will comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Offered Shares and in any Optional Shares which may be issued and sold. If, at any time prior when a prospectus relating to the expiration of nine months after Shares is required to be delivered under the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper informa- tion as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the applicable securities or Blue Sky laws of relating to the offering in such states and other jurisdictions as you the Underwriter may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Underwriter and Underwriter's Counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the CompanyCompany will deliver to the Underwriter and to Underwriter's Counsel on a timely basis (i) a copy of each report or document, at including, without limitation, reports on Forms 8-K, 10-C, 10-K (or 10-K SB), 10-Q (or 10-Q SB) and 10-C and exhibits thereto, filed or furnished to the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD") on the date each such report or document is so filed or furnished; (ii) as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its expensesecurity holders; (iii) as soon as practicable, shall cause its regularly engaged independent certified public accountants a copy of any Schedule 13D, 13G, 14D-1 or 13E-3 received or prepared by the Company from time to review time; (but not audit and without issuing any opinion thereoniv) monthly statements setting forth such information regarding the Company's results of operations and financial position (including balance sheet, profit and loss statements and data regarding outstanding purchase orders) as is regularly prepared by management of the Company; and (v) such additional information concerning the business and financial condition of the Company as the Underwriter may from time to time reasonably request and which can be prepared or obtained by the Company without unreasonable effort or expense. The Company will furnish to its shareholders annual reports containing audited financial statements for each and such other periodic reports as it may determine to be appropriate or as may be required by law. (h) Neither the Company nor any person that con- trols, is controlled by or is under common control with the Company will take any action designed to or which might be reasonably expected to cause or result in the stabilization or manipulation of the first three price of the Common Shares. (3i) fiscal quarters prior If the transactions contemplated by this Agreement are consummated, the Underwriter shall retain the $50,000 previously paid to it, and the Company will pay or cause to be paid the following: all costs and expenses incident to the announcement performance of quarterly financial informationthe obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company; the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or supplements thereto; the printing and mailing of the Selected Dealer Agreement, the issuance and delivery of the Shares to the Underwriter; all taxes, if any, on the issuance of the Shares; the fees, expenses and other costs of qualifying the Shares for sale under the Blue Sky or securities laws of those states in which the Shares are to be offered or sold, including fees and disbursements of counsel in connection therewith, and including those of such local counsel as may have been retained for such purpose; the filing fees incident to securing any required review by the NASD and either the Boston Stock Exchange or Pacific Stock Exchange; the cost of printing and mailing the "Blue Sky Survey", the cost of furnishing to the Underwriter copies of the Registration Statement, Preliminary Prospectuses and the Prospectus as herein provided; the costs of placing "tombstone advertisements" in any publications which may be selected by the Underwriter; and all other costs and expenses incident to the performance of the Company's 10-Q quarterly report obligations hereunder which are not otherwise specifically provided for in this Section 5(i). In addition, at the Closing Date or the Option Closing Date, as the case may be, the Underwriter will deduct from the payment for the Offered Shares or any Optional Shares three percent (3%) of the gross proceeds of the offering (less the sum of $50,000 previously paid to the Underwriter), as payment for the Underwriter's nonaccountable expense allowance relating to the transactions contemplated hereby, which amount will include the fees and expenses of Underwriter's Counsel (other than the mailing fees and expenses of quarterly financial information Underwriter's Counsel relating to StockholdersBlue Sky qualifications and registrations, which, as provided for above, shall be in addition to the three percent (3%) nonaccountable expense allowance and shall be payable directly by the Company to Underwriter's Counsel on or prior to the Closing Date). (rj) As promptly If the transactions contemplated by this Agreement or related hereto because the Company decides not to proceed with the offering for any reason or because the Underwriter decides not to proceed with the offering as practicable after a result of a breach by the closing Company of its representations, warranties or covenants in the Agreement or as a result of adverse changes in the affairs of the OfferingCompany, then the Company will be obligated to reimburse the Underwriter for its accountable out-of-pocket expenses up to the sum of $75,000, inclusive of $50,000 previously paid to the Underwriter by the Company. In all cases other than those set forth in the preceding sentence, if the Company or the Underwriter decide not to proceed with the offering, the Company will prepareonly be obligated to reimburse the Underwriter for its accountable out-of-pocket expenses up to $50,000, at its own expense, hard cover "bound volumes" relating and inclusive of $50,000 previously paid to the offeringUnderwriter by the Company. In no event, and however, will distribute such volumes the Underwriter, in the event the offering is terminated, be entitled to retain or receive more than an amount equal to its actual accountable out-of-pocket expenses. (k) The Company intends to apply the individuals designated by you.net proceeds from the sale of the Shares for the purposes set forth in the Pro- spectus. The Company will file with the Commission all required

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b), or a Term Sheet pursuant to and in accordance with Rule 434, within the time period prescribed. If the Company elects to rely upon Rule 462(b), the Company shall file a 462(b) Registration Statement 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee. The Company will notify you immediately, and confirm the notice in writing, immediately (i) when the Registration Statement, 462(b) Registration Statement or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the CommissionCommission with regard to the Registration Statement, (iii) of any request by the Commission to amend the Registration Statement or 462(b) Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b) or any Term Sheet filed in accordance with Rule 434, or (iii) if the Company has elected to rely upon Rule 462(b), to any 462(b) Registration Statement in any case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably for the Underwriters shall object to such amendment or supplement. (c) The Company has furnished or will furnish to you, at its expense, as soon as available, four (4) copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto. (d) The Company will deliver to youeach Underwriter, at the Company's expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at the Company's expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus or any Term Sheet in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus or any Term Sheet as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or any Term Sheet is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus or any Term Sheet in order to comply with the 1933 ActAct or the rules and regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or any Term Sheet or a supplement to the Prospectus or any Term Sheet or an amendment or supplement to any such incorporated document which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus or any Term Sheet, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus or any Term Sheet complying with Section 10(a)(3) of the 1933 Act. (de) The Company will use its best efforts take such action as the Underwriters may reasonably request to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the SharesShares (not to exceed nine months); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (ef) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (fg) The Company will use the net proceeds received by it from the sale of the Firm Company Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds," it being understood, however, that the amounts paid for each such specified use may vary based on the actual amount required to finance the 1997 Acquisition (as defined in the Prospectus)." (gh) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five two years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holderssecurityholders; and (ivii) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD; "). (vi) every material press release in respect During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, the Company or its affairs which is released or prepared by will not, without the prior written consent of Xxxxxx Xxxxxx & Company, Inc., offer, pledge, issue, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, or announce any offer, pledge, sale, grant of any option to purchase or other disposition, directly or indirectly, any shares of Common Stock or securities convertible into, exercisable or exchangeable for, shares of Common Stock, except as provided in Section 3 of this Agreement and (vi) any additional information except for the issuance of a public nature concerning Common Stock upon the Company exercise of stock options, warrants or its business that you may reasonably request. During such five-year periodConvertible Subordinated Promissory Notes due December 31, 2002 outstanding on the foregoing financial statements shall be on a consolidated basis date of this Agreement to the extent that such stock options or warrants are disclosed in the accounts Prospectus and except for the issuance of options to purchase shares of Common Stock pursuant to the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidatedCompany's stock option plans described under the caption "Management" in the Prospectus. (hj) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (ik) The Company will use its reasonable best efforts to acquire cause the inclusion of its shares of Common Stock Shares to be approved for listing on the National Association Nasdaq Stock Market and to maintain the listing of Securities Dealers Automated Quotation system ("NASDAQ") and the American Shares on the Nasdaq Stock Exchange ("AMEX") within six months from the date hereofMarket. (jl) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will endeavor in the future to conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActAct of 1940, as amended. (km) The Prior to termination of the underwriting syndicate contemplated by this Agreement, the Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company whichCompany, in any except for such case, is in violation of any law, rule or regulationfees as shall be paid to a financial institution relating to the Company's Senior Loan Facility. (ln) The If at any time during the 30-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company will file timely and accurate reports on Form SR with shall occur as a result of which in your reasonable opinion the Commission in accordance with Rule 463 market price of the 1933 Act Regulations Common Stock has been or any successor provision. is likely to be materially affected (mregardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) Prior and after written notice from you advising the Company to the closing of the Offeringeffect set forth above, the Company will notagrees to forthwith prepare, consult with you concerning the substance of, and will use its best efforts to cause any affiliate of the Company not to issue disseminate a press release or other official communication directly public statement, reasonably satisfactory to you, responding to or indirectlycommenting on such rumor, nor hold a press conference with respect to the Company publication or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldevent. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform as followshereby agrees: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date furnish such information as may be required and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to you, at the Company's expense, from time to time as requested, such number of copies of the Prospectus (as supplemented or amended) as you may reasonably request. If the delivery of a Prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 Act, the Company will notify you and upon your request prepare and furnish without charge to you and to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) The Company will use its best efforts otherwise to qualify the Shares Notes for offering and sale under the applicable securities or blue sky laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete required for the distribution of the SharesNotes; provided, however, provided that the Company shall not be obligated to file any general consent to service of process or required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except service of process with respect to the offering and sale of the Notes); to advise you promptly of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction in which it is not so qualified or the initiation or threatening of any proceeding for such purpose; and to make every reasonable effort to obtain the withdrawal of any undertakings order or suspension at the earliest practicable moment; (b) to furnish to you and your counsel, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any amendments thereof and supplements thereto as you may reasonably request; (c) to advise you promptly within the time during which a prospectus to the Notes is required to be delivered under the Act, confirming such advice in respect writing, of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required request by the laws Commission for amendments or supplements to the Registration Statement or Final Prospectus or for additional information with respect thereto, or of each jurisdiction in which notice of institution of proceedings for, or the Shares have been qualified as above provided. (e) The Company will make generally available to its security holders as soon as practicable, but in any event not later than entry of a stop order suspending the end effectiveness of the fiscal quarter first occurring after Registration Statement and, if the first anniversary of Commission should enter a stop order suspending the "effective date effectiveness of the Registration Statement" (as defined in Rule 158(c) , to make every reasonable effort to obtain the lifting or removal of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, such order as soon as practicable after possible; and to advise you promptly within the end time during which a prospectus to the Notes is required to be delivered under the Act of each respective periodany proposal to amend or supplement the Registration Statement or Basic Prospectus, annual reports including by filing any Incorporated Documents, and to file no such amendment or supplement to which you shall reasonably object in writing; (including financial statements audited by independent public accountantsd) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will to furnish to you: you for the period when the Notes are outstanding (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all any reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure other communications that the Company was not and will not be an "investment company" shall send to its stockholders generally or an entity "controlled" by an "investment company" within the meaning holders of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly Notes or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.shall

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you the Underwriter immediately, and confirm the notice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission’s staff, (iii) of any request by of the Commission Commission’s staff to amend the Registration Statement or amend or supplement the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal lifting thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration StatementStatement or, or if the Company has elected to rely upon Rule 430A of the 1933 Act Regulations (“Rule 430A”), any amendment or supplement to the Prospectus if you (including documents incorporated by reference into the Registration Statement or the Prospectus) of which the Underwriter shall not previously have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filingcopy, or if you to which the Underwriter or your counsel for the Underwriter shall reasonably object to such amendment or supplementobject. (c) The Company represents and agrees that, unless it obtains the prior consent of the Underwriter and the Underwriter represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the offered Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the SEC. Any such free writing prospectus consented to by the Company and the Underwriter 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, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely SEC filing where required, legending and record keeping. (d) The Company has furnished or will furnish to the Underwriter as many signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts as the Underwriter may reasonably request. (e) The Company will deliver or cause to yoube delivered to the Underwriter, at the Company's expensewithout charge, from time to time until the effective date of the Registration Statement, as requestedmany copies of each preliminary prospectus as the Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver or cause to be delivered to the Underwriter, without charge, as soon as the Registration Statement shall have become effective (or, if the Company has elected to rely upon Rule 430A, as soon as practicable after the Price Determination Agreement has been executed and delivered) and thereafter from time to time as requested by the Underwriter during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you the Underwriter may reasonably request. (f) The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations, and the 1934 Act and the 1934 Act Regulations, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus is required If, at any time prior when a prospectus is required by the 1933 Act to be delivered in connection with sales of the expiration Securities, any event shall occur or condition exist as a result of nine months after which it is necessary, in the time reasonable opinion of issue of counsel for the Underwriter or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as result of which order that the Prospectus as then amended or supplemented would will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made when such Prospectus existing at the time it is delivered not misleadingto a purchaser, or, or if for any reason it shall be necessary during necessary, in the reasonable opinion of either such same period counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 ActAct or the 1933 Act Regulations, the Company will notify you and upon your request promptly prepare and furnish without charge file with the Commission, subject to you and Section 3(b) hereof, such amendment or supplement as may be necessary to any dealer in securities as many copies, as you may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such untrue statement or omission or effect to make the Registration Statement or the Prospectus comply with such compliancerequirements. (dg) The Company will use its best efforts efforts, in cooperation with the Underwriter, to qualify the Shares Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as you the Underwriter may designate and to maintain such qualifications in effect for as long as may be necessary to complete a period of not less than one year from the distribution effective date of the SharesRegistration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to make any undertakings subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares Securities have been qualified as above provided. (eh) The Company will make generally available available, within the meaning of Rule 158 of the 1933 Act Regulations (“Rule 158”), to its security the holders of the Securities and the Underwriter as soon as practicable, but in any event not later than 90 days after the end close of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)period covered thereby, an earnings statement of the Company and its subsidiaries (in reasonable detail but which need not be audited) form complying with the provisions of Section 11(aRule 158) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration StatementStatement but not later than the first day of the Company’s fiscal quarter next following such effective date. (fi) The Company will use the net proceeds received by it from the sale of the Shares substantially Securities in the manner specified in the Prospectus under the caption "“Use of Proceeds."” (gj) The Company Company, during the period when a prospectus is required by the 1933 Act to be delivered in connection with the sales of Common Stock, will furnish use its best efforts to its security holders of record, as soon as practicable after cause a registration statement for the end of each respective period, annual reports (including financial statements audited by independent public accountants) Common Stock to be effective and unaudited quarterly reports of operations for each will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the first three quarters of 1934 Act subsequent to the fiscal year. During time the Registration Statement becomes effective. (k) For a period of five years after the date hereofClosing Time, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, Underwriter copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are availableannual reports, copies of all quarterly reports and financial statements furnished to or current reports filed by the Company with the Commission, any securities exchange such other documents, reports, proxy statements and information as shall be furnished by the Company to its stockholders generally, and such other public information concerning the Bank or the NASD; (v) every material press release in respect of Company as the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you Underwriter may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate provide to the holders of the Common Stock annual reports containing financial statements audited by the Company’s independent auditors and, upon written request, the Company’s annual reports on Form SR 10-K or Form 10-KSB, as applicable. (m) The Company will file with Nasdaq all documents and notices required by Nasdaq of companies that have issued securities that are quoted on the Nasdaq Capital Market or Nasdaq National Market, as applicable. (n) The Company shall cause to be prepared by its counsel one or more “blue sky” surveys (each, a “Blue Sky Survey”) for use in connection with the offering of the Securities as contemplated by the Prospectus and a copy of each Blue Sky Survey or surveys shall be delivered to each of the Company and the Underwriter. (o) If, at the time the Registration Statement becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A, then the Company will prepare, and file or transmit for filing with the Commission in accordance with Rule 463 430A and Rule 424(b), copies of the 1933 Act Regulations or any successor provision. (m) Prior an amended Prospectus or, if required by Rule 430A, a post-effective amendment to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. Registration Statement (nincluding an amended Prospectus) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to timecontaining all information so omitted. (p) On The Company will, at its expense, subsequent to the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form issuance of the Stock Purchase Warrant filed as an exhibit Securities, prepare and distribute to the Registration Statement, Underwriter and counsel to the Underwriter a copy bound volume containing copies of which is attached hereto as Exhibit "A"the documents used in connection with the issuance of the Securities. (q) For a period of five years from the Effective DateThe Company will not, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement Option Closing Date or thirty (30) days after the date of quarterly financial informationthis Agreement, whichever occurs first, incur any material liability or obligation, direct or contingent, or enter into any material transaction, other than in the filing ordinary course of business, or any transaction with a related party which is required to be disclosed in the Prospectus pursuant to Item 404 of Regulation S-K (or Regulation S-B, as applicable) of the Company's 10-Q quarterly report and Commission, except as contemplated by the mailing of quarterly financial information to StockholdersProspectus. (r) As promptly as practicable The Company will not sell or issue, contract to sell or issue, or otherwise dispose of, for a period of 180 days after the closing Closing Time, without the prior written consent of the OfferingUnderwriter, any shares of, or any securities convertible into or exercisable for shares of, Common Stock other than in connection with any plan or arrangement described in the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by youProspectus.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform several Underwriters as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Shares by the Representatives or a dealer, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Representatives have not been previously advised and furnished a copy, or to which the Representatives shall object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Representatives promptly, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyRepresentatives, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, ; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youeach Underwriter, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as each Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to each Underwriter, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you each Underwriter may reasonably request. If The Company has furnished or will furnish to each of the delivery Representatives a signed copy of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, a Prospectus is required copy of all exhibits filed therewith and a signed copy of all consents and certificates of experts. (d) The Company will comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Offered Shares and in any Optional Shares which may be issued and sold. If, at any time prior when a prospectus relating to the expiration of nine months after Shares is required to be delivered under the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper informa- tion as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the applicable securities or Blue Sky laws of relating to the offering in such states and other jurisdictions as you the Representatives may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Representatives and Underwriters' Counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During For a period of five three years after from the date hereofEffective Date, the Company will furnish deliver to you: the Representatives, on a timely basis (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate each report or report thereon of independent public accountants; document, including, without limitation, reports on Forms 8-K, 10-C, 10-K (iiior 10-KSB) as soon as they are availableand 10-Q (or 10-QSB) and exhibits thereto, copies of all reports (financial filed or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD") on the date each such report or document is so filed or furnished; (vii) every material press release in respect as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; (iii) as soon as practicable, a copy of any Schedule 13D, 13G, 14D-1 or its affairs which is released 13E-3 received or prepared by the Company, and Company from time to time; (viiv) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that available, quarterly statements setting forth such information regarding the accounts Company's results of operations and financial position (including balance sheet, profit and loss statements and data regarding backlog) as is regularly prepared by management of the Company; and (v) such additional information concerning the business and financial condition of the Company are consolidated with any subsidiaries, as the Representatives may from time to time reasonably request and shall which can be accompanied prepared or obtained by similar the Company without unreasonable effort or expense. The Company will furnish to its shareholders annual reports containing audited financial statements for any significant subsidiary that is not so consolidatedand such other periodic reports as it may determine to be appropriate or as may be required by law. (h) The Neither the Company nor any person that con- trols, is controlled by or is under common control with the Company will maintain a transfer agent andtake any action designed to or which might be reasonably expected to cause or result in the stabilization or manipulation of the price of the Common Shares. (i) If the transactions contemplated by this Agreement are consummated, BlueStone shall retain the $40,000 previously paid to it, and the Company will pay or cause to be paid the following: all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company; the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or supplements thereto; the printing and mailing of the Selected Dealer Agreement; the issuance and delivery of the Shares to the Representatives; all taxes, if necessary any, on the issuance of the Shares; the fees, expenses and other costs of listing the Shares on Nasdaq and of qualifying the Shares for sale under the jurisdiction "Blue Sky" or securities laws of incorporation those states in which the Shares are to be offered or sold, including the fees and disbursements of Underwriters' Counsel incurred in connection therewith, and the cost of printing and mailing the "Blue Sky Survey"; the filing fees incident to securing any required review by the NASD; the cost of furnishing to the several Underwriters copies of the Registration Statement, Preliminary Prospectuses and the Prospectus as herein provided; the costs of placing "tombstone advertisements" in any publications which may be selected by the Representatives; and all other costs and expenses incident to the performance of the Company's obligations hereunder which are not otherwise specifically provided for in this Section 5(i). In addition, at the Closing Date, the Representatives will deduct from the payment for the Offered Shares an amount equal to the Representatives' costs, fees and expenses incurred during the registration process (less the sum of $40,000 previously paid to BlueStone), including all reasonable out-of-pocket accountable expenses relating to the transactions contemplated hereby, which amount will include the fees and expenses of Underwriters' Counsel (other than those payable by the Company in connection with "Blue Sky" qualifications referred to in the preceding paragraph) and all of the costs associated with the marketing and selling of the Offered Shares. (j) If the transactions contemplated by this Agreement or related hereto are not consummated because the Company decides not to proceed with the offering for any reason or if the Representatives decide not to proceed with the offering because of a breach by the Company of its representations, warranties or covenants in this Agreement or as a result of adverse changes in the affairs of the Company, a registrar (which may the Company will reimburse the Representatives for all of their accountable expenses reasonably incurred in connection with the offering. If the Representatives decide not to proceed with the offering for any other reason, the Company will reimburse the Representatives for their accountable expenses up to the $40,000 previously paid to BlueStone. In no event, however, will the Representatives, in the event the offering is terminated, be the same entity as the transfer agent) for its Common Stockentitled to retain or receive more than an amount equal to their actual accountable out-of-pocket expenses. (k) The Company intends to apply the net proceeds from the sale of the Shares for the purposes set forth in the Prospectus. (l) During the period of nine (9) months following the date hereof, neither the Company nor any of its officers, directors or securityholders beneficially owning one percent (1%) or more of the outstanding Common Shares ("Affiliated Shareholders") will offer for sale, sell, transfer, pledge or otherwise dispose of, directly or indirectly, any securities of the Company, in any manner whatsoever, whether pursuant to Rule 144 of the Regulations or otherwise, and no holder of registration rights relating to securities of the Company will execute any such registration rights, in either case, without the prior written consent of BlueStone. The Company will deliver to the Representatives the undertakings as of the date hereof of its officers, directors and Affiliated Shareholders to this effect. (m) The Company will not file any registration statement relating to the offer or sale of any of the Company's securities, including any registration statement on Form S-8, during the nine (9) months following the date hereof without BlueStone's prior written consent. (n) The Company maintains and will continue to maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (o) The Company will use its best efforts to acquire maintain the inclusion listing of its shares of Common Stock the Shares on Nasdaq or another exchange that is mutually agreed upon by the National Association of Securities Dealers Automated Quotation system ("NASDAQ") Company and the American Stock Representatives for so long as the Shares are qualified for such listing. (p) The Company will, concurrently with the Effective Date, register the class of equity securities of which the Shares are a part under Section 12(g) of the Exchange Act and the Company will maintain the registration for a minimum of five ("AMEX"5) years after the Effective Date. (q) The Company shall retain a transfer agent for the Common Shares, reasonably acceptable to BlueStone, for a period of three (3) years following the Effective Date. In addition, for a period of three (3) years following the Effective Date, the Company, at its own expense, shall cause its transfer agent to provide BlueStone, if so requested in writing, with copies of the Company's daily transfer sheets and when requested by BlueStone, a current list of the Company's security holders, including a list of the beneficial owners of securities held by a depository trust company and other nominees. (r) The Company hereby agrees, at its sole cost and expense, to supply and deliver to Underwriters' Counsel, within six months a reasonable period from the date hereof, four bound volumes, including the Registration Statement, as amended or supplemented, all exhibits to the Registration Statement, the Prospectus and all other underwriting documents. (js) The Company is familiar with the Investment Company Act and the rules and regulations thereundershall, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning 10 days of the Investment Company Act. date hereof, have applied for listing in Standard & Poor's Corporation Records Service (kincluding annual report information) The Company will not, or Moody's Industrial Manual (Mooxx'x XXC Industrial Manual xxx xxxng sufficient for these purposes) and will shall use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly have the Company listed in such manual at or indirectly prior to termination the Effective Date and shall maintain such listing for a period of three (3) years following the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationEffective Date. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (qt) For a period of five two (2) years from the Effective Date, the Company shall provide BlueStone, on a not less than annual basis, with internal forecasts setting forth projected results of operations for each annual period in the two (2) fiscal years following the respective dates of such forecasts; provided, however, that BlueStone shall keep confidential and shall not disclose to any third party any material non-public information. Such forecasts shall be provided to BlueStone more frequently than annually if prepared more frequently by management, and revised forecasts shall be prepared and provided to BlueStone when required to reflect more current information, revised assumptions or actual results that differ materially from those set forth in the forecasts. (u) For a period of three (3) years following the Effective Date, the Company shall continue to retain Ernst & Young LLP (or such other nationally recognized accounting firm as is acceptable to BlueStone) as the Company's independent public accountants. (v) For a period of three (3) years following the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants accountants, as described in Section 5(v) above, to review (but not audit and without issuing any opinion thereonaudit) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q (or 10-QSB) quarterly report and the mailing of quarterly financial information to Stockholdersshareholders. (rw) As promptly as practicable after For a period of twenty-five (25) days following the closing of the OfferingEffective Date, the Company will preparenot issue press releases or engage in any other publicity without BlueStone's prior written consent, at other than normal and customary releases issued in the ordinary course of the Company's business or those releases required by law. (x) For a period of three (3) years following the Effective Date, the Company will cause its own expenseBoard of Directors to meet, hard cover "bound volumes" relating to the offeringeither in person or telephonically, a minimum of four (4) times per year and will distribute such volumes to hold a shareholder's meeting at least once per annum. (y) For a period of eighteen (18) months following the individuals designated by youEffective Date, the Company will not offer or sell any of its securities at a discount from the then current market price without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Underwriter as follows: (a) The Company will not at any time, whether before the Effective Date or thereafter during such period as the Prospectus is required by law to be delivered in connection with the sales of the Shares by the Underwriter or a dealer, file or publish any amendment or supplement to the Registration Statement or Prospectus of which the Underwriter has not been previously advised and furnished a copy, or to which the Underwriter shall object in writing. (b) The Company will use its best efforts to cause the Registration Statement to become effective (and will advise the Underwriter immediately upon becoming aware of, and, if not yet effective at the date and time that this Agreement is executed and delivered requested by the parties hereto). The Company will notify you immediatelyUnderwriter, and confirm the notice such advice in writing, (i) when the Registration Statement, or any post-effective amendment to the Registration Statement, shall have become effective, Statement or any supplement to supplemented Prospectus is filed with the Prospectus or any amended Prospectus shall have been filed, Commission; (ii) of the receipt of any comments from the Commission, ; (iii) of any request by of the Commission to amend for amendment or supplementation of the Registration Statement or amend or supplement the Prospectus or for additional information, ; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening initiation of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use andand to obtain as soon as possible the lifting thereof, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement to the Prospectus if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably object to such amendment or supplement. (c) The Company will deliver to youthe Underwriter, at without charge, from time to time until the Company's expenseEffective Date, as many copies of each Preliminary Prospectus as the Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Act. The Company will deliver to the Underwriter, without charge, as soon as the Registration Statement becomes effective, and thereafter from time to time as requested, such number of copies of the Prospectus (as supplemented or amendedsupplemented, if the Company makes any supplements to the Prospectus) as you the Underwriter may reasonably request. If The Company has furnished or will furnish to the delivery Underwriter two signed copies of a Prospectus is required the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, two copies of all exhibits filed therewith and two signed copies of all consents and certificates of experts. (d) Until the expiration of the Underwriter's option to purchase the Optional Shares, the Company will comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Offered Shares and in any Optional Shares which may be issued and sold. If, at any time prior when a prospectus relating to the expiration of nine months after Shares is required to be delivered under the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time Act, any events shall have occurred event occurs as a result of which the Registration Statement and Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered made, not misleading, or, or if for any reason it shall be necessary during such same period to amend or supplement the Registration Statement and Prospectus in order to comply with the 1933 ActAct or the regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge promptly file with the Commission, subject to you and to any dealer in securities as many copiesSection 5(a) hereof, as you may from time to time reasonably request, of an amended Prospectus amendment or a supplement to the Prospectus which will correct such statement or omission or which will effect such compliance. (de) The Company will use its best efforts to qualify furnish such proper information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the applicable securities or Blue Sky laws of relating to the offering in such states and other jurisdictions as you the Underwriter may designate and to maintain reasonably designate, provided that no such qualifications qualification will be required in effect for any jurisdiction where, solely as long as may be necessary to complete the distribution of the Shares; provideda result thereof, however, that the Company shall not would be obligated to file any general consent subject to service of general process or to qualify taxation or qualification as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above providedjurisdiction. (ef) The If the Closing occurs, the Company will make generally available to its security holders holders, in the manner specified in Rule 158(b) under the Act, and deliver to the Underwriter and Underwriter's Counsel as soon as practicable, but practicable and in any event not later than 45 days after the end of the its fiscal quarter first occurring after in which the first anniversary date of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations)Statement occurs, an earnings earning statement (in reasonable detail but which need not be auditedmeeting the requirements of Rule 158(a) complying with under the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (fg) The If the Closing occurs, the Company will use deliver to the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." Underwriter and to Underwriter's counsel on a timely basis, (gi) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five (5) years after from the date hereofEffective Date, the Company will furnish to you: (iA) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate each report or report thereon of independent public accountants; document, including, without limitation, reports on Forms 8-K, 10-C, 10-K (iiior 10-K SB), 10-Q (or 10-Q SB) as soon as they are availableand 10-C and exhibits thereto, copies of all reports (financial filed or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD") on the date each such report or document is so filed or furnished; (vB) every material press release in respect as soon as practicable, copies of any reports or communications (financial or other) of the Company mailed to its security holders; and (C) as soon as practicable, a copy of any Schedule 13D, 13G, 14D-1 or its affairs which is released 13E-3 received or prepared by the Company, Company from time to time; and (viii) any for a period of three (3) years from the Effective Date, (x) monthly statements setting forth such information regarding the Company's results of operations and financial position (including balance sheet, profit and loss statements and data regarding outstanding purchase orders) as is regularly prepared by management of the Company; and (y) such additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing and financial statements shall be on a consolidated basis to the extent that the accounts condition of the Company are consolidated with any subsidiariesas the Underwriter may from time to time reasonably request and which can be prepared or obtained by the Company without unreasonable effort or expense. If the Closing occurs, and shall be accompanied by similar for a period of three (3) years from the Effective Date, the Company will furnish to its shareholders annual reports containing audited financial statements for any significant subsidiary that is not so consolidatedand such other periodic reports as it may determine to be appropriate or as may be required by law. (h) The Company will maintain a transfer agent and, if necessary under Until the jurisdiction of incorporation expiration of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months from the date hereof. (j) The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the distribution of the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order Underwriter's option to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the OfferingOptional Shares, the Company will not, not and will use its best efforts to cause any affiliate of person that controls, is controlled by or is under common control with the Company not to issue a press release take any action designed to or other official communication directly which might be reasonably expected to cause or indirectlyresult in the stabilization or manipulation of the price of the Common Shares. (i) If the Closing occurs, nor hold a press conference with respect the Underwriter shall retain the $50,000 previously paid to it, and the Company will pay or cause to be paid the following: all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, the fees and expenses of accountants and counsel for the Company; the preparation, printing, mailing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or with respect supplements thereto; the printing and mailing of the Selected Dealer Agreement, the issuance and delivery of the Shares to the financial conditionUnderwriter; all taxes, results of operationsif any, business, properties, assets or liabilities of on the Company, or the offering issuance of the Shares; the fees, without your prior written input within 72 hours expenses and other costs of qualifying the Shares for sale under the Blue Sky or securities laws of those states in which consent shall not the Shares are to be unreasonably withheld. (n) The Company will notify you promptly offered or sold, including fees and disbursements of counsel in connection therewith, and including those of such local counsel as may have been retained for such purpose; the filing fees incident to securing any material adverse change affecting any required review by the NASD and either the Boston Stock Exchange or Pacific Stock Exchange; the cost of its representationsprinting and mailing the "Blue Sky Survey", warranties, agreements and indemnities herein at any time prior the cost of furnishing to the closing Underwriter copies of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy Preliminary Prospectuses and the Prospectus as herein provided; the costs of placing "tombstone advertisements" in any publications which is attached hereto as Exhibit "A". (q) For a period of five years from may be selected by the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit Underwriter; and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior all other costs and expenses incident to the announcement of quarterly financial information, the filing performance of the Company's 10-Q quarterly report and obligations hereunder which are not otherwise specifically provided for in this Section 5(i). In addition, at the mailing of quarterly financial information to Stockholders. Closing Date or the Option Closing Date, as the case may be, the Underwriter will deduct from the payment for the Offered Shares or any Optional Shares three percent (r3%) As promptly as practicable after the closing of the Offeringgross proceeds from the sale of such Offered Shares and/or Optional Shares at the initial public offering price set forth in the Prospectus (less the sum of $50,000 previously paid to the Underwriter), as payment for the Company will prepare, at its own expense, hard cover "bound volumes" Underwriter's nonaccountable expense allowance relating to the offeringtransactions contemplated hereby, and which amount will distribute such volumes to include the individuals designated by you.fees and

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform Xxxxxxx Xxxxx as follows: (a) The Company will To use its best efforts to cause the Registration Statement Statement, including any post-effective amendment thereto, to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). The Company will notify you immediatelyXxxxxxx Xxxxx immediately and, and if requested by Xxxxxxx Xxxxx, xxxx confirm the notice in writing, (i) when the Registration Statement, or including any post-effective amendment to the Registration Statementthereto, shall have become effective, effective or any supplement to the Prospectus or any amended Prospectus or any amendment to the Schedule 13E-4 or any amended or additional Offering Materials shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (whether or not relating to the Exchange Offer), (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus Prospectus, the Schedule 13E-4 or the other Offering Materials or for additional information, and (iv) of the receipt of any other communication (whether written or oral) from the Commission relating to the Registration Statement, the Schedule 13E-4 or any Offering Materials, including, without limitation, (A) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or (B) the issuance by the Commission of any order preventing or suspending the use of any of the Offering Materials or (C) the suspension of the qualification of the Shares shares of New Preferred Stock, Common Stock or Series D Preferred Stock for offering or sale in connection with the Exchange Offer in any jurisdiction, or of (D) the institution or threatening of any proceeding proceedings for any of such purposespurposes or (E) the occurrence of any event which could cause the Company to withdraw, rescind, terminate or modify the Exchange Offer or would permit the Company to exercise any right not to accept the 5% Preferred Stock tendered pursuant to the Exchange Offer. The Company will use make every reasonable effort to prevent the issuance of any such stop order or order, the issuance of any order preventing or suspending such use and the suspension of any such qualification and, if any such order is issuedissued or qualification suspended, to obtain the withdrawal thereof lifting of such order or suspension at the earliest possible moment. (b) The Company will not at any time Prior to the termination of the Exchange Offer, to give Xxxxxxx Xxxxx notice of its intention to file or make prepare any amendment to the Registration StatementStatement or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus or any amendment or supplement to the Prospectus if you shall not have previously been advised Schedule 13E-4 or the other Offering Materials, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will xxxxxxx Xxxxxxx Xxxxx with copies of, and furnished a copy thereof will consult with Xxxxxxx Xxxxx and counsel for Xxxxxxx Xxxxx concerning, any such documents within a reasonable amount of time prior to such proposed filing or use, as the proposed filingcase may be, and will not file or if you use any such document to which Xxxxxxx Xxxxx or your counsel reasonably object to such amendment or supplementfor Xxxxxxx Xxxxx shall object. (c) To furnish promptly to Xxxxxxx Xxxxx and its counsel, without charge, signed copies of the Registration Statement and the Schedule 13E-4, as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and any other filing with the Commission in connection with the Exchange Offer, whether filed before or after the Registration Statement becomes effective. The Company copies of the Registration Statement, the Schedule 13E-4 and each amendment thereto furnished to Xxxxxxx Xxxxx will deliver be identical to youthe electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, at except to the Company's expenseextent permitted by Regulation S-T. (d) To furnish promptly to Xxxxxxx Xxxxx and its counsel, without charge, from time to time until the effective date of the Registration Statement, as requestedmany copies of each preliminary prospectus as Xxxxxxx Xxxxx may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act and the 1934 Act. The Company will furnish promptly to Xxxxxxx Xxxxx, without charge, as soon as the Registration Statement shall have become effective and thereafter from time to time as requested during the period when a prospectus is required by the 1933 Act to be delivered in connection with the Exchange Offer, such number of copies of the Prospectus and the other Offering Materials (as supplemented or amended) as you Xxxxxxx Xxxxx may reasonably requestrequest and will cause all amendments and supplements filed with the Commission to be distributed to Holders as may be required by the 1933 Act and the 1934 Act. If the delivery of a The Prospectus is required at and any time prior amendments or supplements thereto furnished to Xxxxxxx Xxxxx will be identical to the expiration of nine months after electronically transmitted copies thereof filed with the time of issue of Commission pursuant to XXXXX, except to the Prospectus extent permitted by Regulation S-T. (e) To comply in all material respects with the 1933 Act and the 1934 Act in connection with the offering Offering Materials, the Exchange Offer and the transactions contemplated hereby and thereby, as applicable. If at any time when the Prospectus is required by the 1933 Act or sale of the Shares and if at such time 1934 Act to be delivered in connection with any events Exchange Offer, any event shall have occurred occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for Xxxxxxx Xxxxx or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus, the Schedule 13E-4 or any other Offering Materials in order that the Prospectus as then amended or supplemented would such other Offering Materials will not include an any untrue statement statements of a material fact or omit to state any a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made when such Prospectus is delivered not misleadingmade, or, or if for any reason it shall be necessary during necessary, in the opinion of such same period counsel, to amend the Registration Statement or amend or supplement the Prospectus in order Prospectus, the Schedule 13E-4 or any other Offering Materials to comply with the requirements of the 1933 Act or 1934 Act, the Company will notify you promptly prepare, file with the Commission, subject to Section 4(b) of this Agreement, and upon your request prepare and furnish without charge furnish, at its own expense, to you and to any dealer in securities as many copiesXxxxxxx Xxxxx, as you may from time to time reasonably request, of an amended Prospectus such amendment or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete correct such untrue statement or omission or to make the distribution Registration Statement, the Prospectus, the Schedule 13E-4 or such other Offering Materials comply with such requirements and the Company will furnish to Xxxxxxx Xxxxx such number of copies of such amendment or supplement as Xxxxxxx Xxxxx may reasonably request. (f) To timely file any report or other document required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Shares1934 Act during the period of time referred to in Section 4(e) hereof; provided, however, that the Company shall not file any such report or other document unless Xxxxxxx Xxxxx shall have previously been advised and furnished copies thereof; the Company shall deliver to Xxxxxxx Xxxxx, without charge, such number of copies of such report or other document as Xxxxxxx Xxxxx may reasonably request. (g) To use its best efforts, in cooperation with Xxxxxxx Xxxxx, to qualify the Exchange Offer and the shares of New Preferred Stock, Common Stock and Series D Preferred Stock for offering and sale under the state securities or blue sky laws of such jurisdictions as Xxxxxxx Xxxxx may designate, and shall use its best efforts to comply promptly with such laws so as to permit the continued qualification of such securities and the continuation of the Exchange Offer in such jurisdictions for such time as may be necessary to conduct the Exchange Offer; provided, however, that in connection therewith the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to make file a general consent to service of process in any undertakings jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares shares of New Preferred Stock and Common Stock have been qualified as above provided. (eh) The Company will To make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring securityholders and to Xxxxxxx Xxxxx an earnings statement covering a twelve-month period beginning after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an which earnings statement (in reasonable detail but which need not be audited) complying with shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (f) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common StockAct. (i) The Company will To use its best efforts to acquire effect and maintain the inclusion quotation of its shares of the Common Stock on the Nasdaq National Market on the Commencement Date or as soon as practicable thereafter and to file all documents and notices required by the Nasdaq National Market of companies that have securities that are traded in the over-the-counter market and quotations for which are reported by the Nasdaq National Market. (j) To pay all costs and expenses incurred in connection with the performance of its obligations in connection with this Agreement and the Exchange Offer including, without limitation, (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the preliminary prospectuses, the Prospectus, the Schedule 13E-4 and the other Offering Materials and any amendments or supplements to any of the foregoing, and the cost of furnishing copies thereof to Xxxxxxx Xxxxx and to Holders as required by this Agreement or applicable law, (ii) the preparation and distribution of this Agreement, certificates for the shares of New Preferred Stock and any Blue Sky surveys and the printing of certificates for the shares of New Preferred Stock, (iii) the distribution of the Offering Materials to the holders of the 5% Preferred Stock, (iv) the fees and disbursements of counsel for the Company and the Company's accountants and other advisors, (v) the qualification of the shares of New Preferred Stock, Common Stock and Series D Preferred Stock and the Exchange Offer under the applicable securities laws in accordance with Section 4(f) (including filing fees and reasonable fees and disbursements of counsel for Xxxxxxx Xxxxx in connection with such qualification) and any filing for review of the Exchange Offer with the National Association of Securities Dealers Automated Quotation system Dealers, Inc. ("NASDAQNASD") (including filing fees and reasonable fees and disbursements of counsel for Xxxxxxx Xxxxx in connection with such filing with the NASD), (vi) the fees and expenses of the Transfer Agent, the Information Agent and the American Stock Exchange Agent, ("AMEX"vii) within six months from the date hereof. out-of-pocket expenses of Xxxxxxx Xxxxx incurred in connection with the Exchange Offer as provided in Section 3 and (jviii) all other costs and expenses incident to the Exchange Offer incurred by the Company and its subsidiary. The Company is familiar with the Investment Company Act and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as agrees to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning pay all of the Investment Company Actaforementioned costs and expenses whether or not the Exchange Offer is consummated. (k) The Company will notTo advise or cause the Exchange Agent to advise Xxxxxxx Xxxxx at 5:00 P.M., and will use its best efforts New York City time, or as promptly as practicable thereafter, daily (or more frequently if requested), by telephone or facsimile transmission, with respect to cause its officers, directors and affiliates not to, 5% Preferred Stock tendered as of 4:00 P.M on such day as follows: (i) take, directly the number of shares of 5% Preferred Stock validly tendered represented by certificates physically held by the Exchange Agent (or indirectly prior to termination for which the Exchange Agent has received confirmation of receipt of book-entry transfer of such 5% Preferred Stock into the distribution of Exchange Agent's account at the Shares contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might book-entry transfer facility (as defined in the future reasonably be expected Prospectus) pursuant to cause or result in, the stabilization or manipulation of procedures set forth in the price of any security of the Company to facilitate the sale or resale of any of the Shares, Exchange Offer) on such day; (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases the number of the Shares or shares of 5% Preferred Stock properly withdrawn on such day; and (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities the cumulative number of shares of 5% Preferred Stock in categories (i) and (ii) above. On the Company which, in any day following such case, is in violation of any law, rule or regulation. (l) The Company will file timely and accurate reports on Form SR with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offeringoral communication, the Company will not, and will use its best efforts shall furnish or cause the Exchange Agent to cause any affiliate of furnish to Xxxxxxx Xxxxx a written report confirming the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours above information which consent shall not be unreasonably withheld. (n) has been communicated orally. The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior shall furnish or cause the Exchange Agent to furnish to Xxxxxxx Xxxxx such other reasonable information on the closing of the Offering and take such steps tendering Holders as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (pl) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form To give Xxxxxxx Xxxxx notice of any change of the Stock Purchase Warrant filed as an exhibit to expiration date of the Registration Statement, a copy of which is attached hereto as Exhibit Exchange Offer (the "AExpiration Date"). (qm) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each To promptly give Xxxxxxx Xxxxx notice of the first three (3) fiscal quarters prior setting of any record date or any change thereof with respect to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders5% Preferred Stock. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b), or a Term Sheet pursuant to and in accordance with Rule 434, within the time period prescribed. If the Company elects to rely upon Rule 462(b), the Company shall file a 462(b) Registration Statement 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee. The Company will notify you immediately, and confirm the notice in writing, (i) when the Registration Statement, 462(b) Registration Statement or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or 462(b) Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening of any proceeding for any such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b) or any Term Sheet filed in accordance with Rule 434, or (iii) if the Company has elected to rely upon Rule 462(b), to any 462(b) Registration Statement in any case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel reasonably for the Underwriters shall object to such amendment or supplement. (c) The Company has furnished or will furnish to you, at its expense, as soon as available, four copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto. (d) The Company will deliver to youeach Underwriter, at the Company's expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will deliver to each Underwriter, at the Company's expense, as soon as the Registration Statement shall have become effective and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. The Company will comply to the best of its ability with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. If the delivery of a Prospectus prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus or any Term Sheet in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus or any Term Sheet as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus or any Term Sheet is delivered delivered, not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus or any Term Sheet in order to comply with the 1933 ActAct or the rules and regulations thereunder, the Company will notify you and upon your request prepare and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or any Term Sheet or a supplement to the Prospectus or any Term Sheet or an amendment or supplement to any such incorporated document which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus or any Term Sheet, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus or any Term Sheet complying with Section 10(a)(3) of the 1933 Act. (de) The Company will use its best efforts to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (ef) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder and covering a period of at least 12 months beginning after the effective date of the Registration Statementthereunder. (fg) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (gh) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five years after the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holderssecurityholders, copies of any statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holderssecurityholders; (ii) concurrently with furnishing to its security holderssecurityholders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, securityholders' equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holderssecurityholders; and (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the National Association of Securities Dealers, Inc. (the "NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request"). During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (hi) During the period beginning from the date hereof and continuing to and including the date 120 days after the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxxx Rice & Company L.L.C. offer, pledge, issue, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, or announce any offer, pledge, sale, grant of any option to purchase or other disposition of, directly or indirectly, any shares of Common Stock or securities convertible into, exercisable for or exchangeable for shares of Common Stock, except as provided in Section 3 of this Agreement, pursuant to the Company's 1995 Stock Incentive Plan or in connection with acquisitions of businesses or assets by the Company. (j) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (ik) The Company will cause the Shares to be listed, subject to notice of issuance, on the Nasdaq Stock Market and will use its commercially reasonable best efforts to acquire maintain the inclusion listing of its shares of Common Stock the Shares on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Nasdaq Stock Exchange ("AMEX") within six months from the date hereofMarket. (jl) The Company is familiar with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner so as to ensure that the Company was not and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company ActAct of 1940, as amended. (km) The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, in violation of Regulation M of the 1934 Act Regulations, (i) take, directly or indirectly prior to termination of the distribution of the Shares underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company which, in any such case, is in violation of any law, rule or regulationCompany. (ln) The If at any time during the 30-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company will file timely and accurate reports on Form SR with shall occur as a result of which in your reasonable opinion the Commission in accordance with Rule 463 market price of the 1933 Act Regulations Common Stock has been or any successor provision. is likely to be materially affected (mregardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) Prior and after written notice from you advising the Company to the closing of the Offeringeffect set forth above, the Company will not, agrees to consult with you concerning the substance and will use its best efforts to cause any affiliate dissemination of the Company not to issue a press release or other official communication directly public statement responding to or indirectlycommenting on such rumor, nor hold a press conference with respect to the Company publication or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheldevent. (n) The Company will notify you promptly of any material adverse change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to the closing of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize the same, or both. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.

Certain Covenants of the Company. The Company covenants and agrees with Broker-Dealer, to use its best efforts to cause the Company to perform each Underwriter as follows: (a) The Company will use its best efforts to cause the Registration Statement to become effective (if not yet effective at the date and time that this Agreement is executed and delivered by the parties hereto). If the Company elects to rely upon Rule 430A of the 1933 Act Regulations or the filing of the Prospectus is otherwise required under Rule 424(b) of the 1933 Act Regulations, and subject to the provisions of Section 4(b) of this Agreement, the Company will comply with the requirements of Rule 430A and will file the Prospectus, properly completed, pursuant to the applicable provisions of Rule 424(b), within the time period prescribed. If the Company elects to rely upon Rule 462(b), the Company shall file a 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 A.M., prevailing Eastern 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 the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee. The Company will notify you immediately, immediately and confirm the notice in writing, (i) when the Registration Statement, the 462(b) Registration Statement or any post-effective amendment to the Registration Statement, shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission to amend the Registration Statement or the 462(b) Registration Statement or amend or supplement the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the institution or threatening threat of any proceeding proceedings for any of such purposes. The Company will use every reasonable effort to prevent the issuance of any such stop order or of any order preventing or suspending such use and, if any such order is issued, use its reasonable efforts to obtain the withdrawal thereof at the earliest possible moment. (b) The Company will not at any time file or make any amendment to the Registration Statement, Statement or any amendment or supplement (i) to the Prospectus, if the Company has not elected to rely upon Rule 430A, or (ii) if the Company has elected to rely upon Rule 430A, to either the Prospectus included in the Registration Statement at the time it becomes effective or to the Prospectus filed in accordance with Rule 424(b), or (iii) if the Company has elected to rely upon Rule 462(b), to any 462(b) Registration Statement, in any case if you shall not have previously been advised and furnished a copy thereof a reasonable time prior to the proposed filing, or if you or your counsel for the Underwriters shall reasonably object to such amendment or supplement. (c) The Company has furnished or will furnish to you, at the Company's expense, as soon as available, as many signed copies of the Registration Statement as originally filed and of all amendments thereto, whether filed before or after the Registration Statement becomes effective, copies of all exhibits and documents filed therewith and signed copies of all consents and certificates of experts, as you may reasonably request, and has furnished or will furnish to each Underwriter, one conformed copy of the Registration Statement as originally filed and of each amendment thereto (but without exhibits). (d) The Company will deliver to youeach Underwriter, at the Company's expense, from time to time, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act and the 1933 Act Regulations. The Company will deliver to each Underwriter, at the Company's expense, as soon as the Registration Statement shall have become effective, and thereafter from time to time as requestedrequested during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as supplemented or amended) as you each Underwriter may reasonably request. If The Company will use its best efforts to comply with the delivery 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Prospectus. In case you are required to deliver a Prospectus is required at any time prior to the expiration of prospectus within nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered delivered, not misleading, or, if for any reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the 1933 ActAct or the 1933 Act Regulations, the Company will notify you and upon your request prepare promptly and furnish without charge to you each Underwriter and to any dealer in securities as many copies, copies as you may from time to time reasonably request, request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. In case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, the Company will prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with the requirements of Section 10(a)(3) of the 1933 Act. (de) The Company will use its best efforts efforts, in cooperation with you, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions as you may designate and to maintain such qualifications in effect for as long as may be necessary to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to make any undertakings in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Shares have been qualified as above provided. (ef) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will make generally available to its security holders as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the "effective date of the Registration Statement" (as defined in Rule 158(c) of the 1933 Act Regulations), an earnings statement (in reasonable detail but which need not be audited) complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder of the 1933 Act Regulations and covering a period of at least 12 months beginning after the effective date of the Registration Statement. (fh) The Company will use the net proceeds received by it from the sale of the Shares substantially in the manner specified in the Prospectus under the caption "Use of Proceeds." (g) The Company will furnish to its security holders of record, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year. During a period of five three years after from the date hereof, the Company will furnish to you: (i) concurrently with furnishing such reports to its security holders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's security holders; (ii) concurrently with furnishing to its security holders, a balance sheet of the Company as of the end of such fiscal year, together with statements of operations, of cash flows and of security holders, equity of the Company for such fiscal year, accompanied by a copy of the certificate or report thereon of independent public accountants; (iii) as soon as they are available, copies of all reports (financial or otherwise) mailed to security holdersstockholders of the Company; and (ivii) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, NSM, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which is released or prepared by the Company, and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company are consolidated with any subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (h) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (i) The Company will use its best efforts to acquire the inclusion For a period of its shares of Common Stock on the National Association of Securities Dealers Automated Quotation system ("NASDAQ") and the American Stock Exchange ("AMEX") within six months 180 days from the date hereof. hereof (j) The the "Lock-Up Period"), the Company will not, without your prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, hypothecate, pledge, enter into any transaction which is familiar with the Investment Company Act and the rules and regulations thereunderdesigned to, and has or might reasonably be expected to, result in the past conducted its affairsdisposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate, or otherwise issue or dispose of, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, or register or publicly announce any intent to register under the 1933 Act the offer or sale of any capital stock of the Company, except for: (i) the registration of the offer and will sale of the Shares and sales to the Underwriters pursuant to this Agreement; (ii) contributions to employee benefit plans in existence on the date of the execution of this Agreement; (iii) the grant of options, not exercisable during the Lock-Up Period, pursuant to the Company's 2002 Stock Option Plan in effect at the time of execution of this Agreement; and (iv) a registration statement filed on Form S-8 limited in scope to the Company's 2002 Stock Option Plan described in the future conduct its affairs, in such a manner so as to ensure that the Company was not Registration Statement and will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act. (k) Prospectus. The Company will not, and will use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly indirectly, prior to the termination of the distribution of the Shares underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company Company, to facilitate the sale or resale of any of the Shares. (j) The Company will maintain a transfer agent and, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases if necessary under the jurisdiction of incorporation of the Shares or Company, a registrar (iiiwhich may be the same entity as the transfer agent) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities its Common Stock. (k) For as long as the Common Stock of the Company whichis publicly traded, in any such case, is in violation the Company will use it best efforts to maintain the listing of any law, rule or regulationits shares of Common Stock on NSM; provided that nothing herein shall prevent the Company from listing its Common Stock on the New York Stock Exchange. (l) If at any time during the 30-day period after the Registration Statement becomes effective, any publication or event relating to or affecting the Company shall occur as a result of which in your reasonable opinion the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such publication or event necessitates a supplement or amendment of the Prospectus), the Company agrees to forthwith consult and cooperate with you concerning the Company's response to or comment on such publication or event. (m) The Company will file timely and accurate reports on Form SR information with the Commission in accordance with Rule 463 of the 1933 Act Regulations or any successor provision. (m) Prior to the closing of the Offering, the Company will not, and will use its best efforts to cause any affiliate of the Company not to issue a press release or other official communication directly or indirectly, nor hold a press conference with respect to the Company or with respect to the financial condition, results of operations, business, properties, assets or liabilities of the Company, or the offering of the Shares, without your prior written input within 72 hours which consent shall not be unreasonably withheld. (n) The Company will notify you promptly supply the Underwriters with copies of any material adverse change affecting any of its representations, warranties, agreements all correspondence to and indemnities herein at any time prior from and all documents issued to and by the closing Commission or the Commission staff in connection with the registration of the Offering and take such steps as may be reasonably requested by you either to remedy or publicize Shares under the same, or both1933 Act. (o) The Company will reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon exercise of the Warrants outstanding from time to time. (p) On the last day that this Agreement is in full force and effect after the execution hereof, the Company shall execute and deliver to you the Warrants you have earned. The Warrants will be substantially in the form of the Stock Purchase Warrant filed as an exhibit to the Registration Statement, a copy of which is attached hereto as Exhibit "A". (q) For a period of five years from the Effective Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit and without issuing any opinion thereon) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to Stockholders. (r) As promptly as practicable after the closing of the Offering, the Company will prepare, at its own expense, hard cover "bound volumes" relating to the offering, and will distribute such volumes to the individuals designated by you.