Common use of Purchase, Sale and Delivery of Shares Clause in Contracts

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writers, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder agree, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholder, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Stockholder in Schedule B hereto. The ---------- obligation of each Underwriter to the Company and to the Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the ---------- name of such Underwriter in Schedule A hereto (subject to adjustment as provided ---------- in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. The Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Stockholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Stockholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Stockholder or by operation of law, whether by the Companydeath or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If the Selling Stockholders and Stockholder should die or be incapacitated, or if any other such event should occur, before the Over-Allotment delivery of the certificates for the Selling Stockholders that Stockholder Shares hereunder, the first 124,173 shares as Selling Stockholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the account of the Selling Stockholders Stockholder with regard to the Shares being purchased from such Selling Stockholder (and the Over-Allotment Company and such Selling StockholdersStockholder agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, as applicableand not to take any other action with the purpose or effect of receiving immediately available funds, on until the third business day following the effective date of its delivery to the Registration StatementCompany or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholder, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of the Lead Representative at 00000 Xxx Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000Xxx Xxxx 00000- 3897 (or at such other place as may be agreed upon among the Representatives and the Company and the Attorneys), at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New YorkA.M., New York time (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., New York time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives accounts at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), on the inside front cover concerning stabilization and over-allotment by the Underwriters, and under the _____ and _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholder that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares and Selling Stockholder Shares as hereinafter set forthforth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of Company Shares or Selling Stockholder Shares, as the case may be, that (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b10) On the basis of the representations, warranties, covenants and agreements herein contained, but subject is to the terms and conditions herein set forth, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the total number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Underwriter or Underwriters. Any Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such payment Selling Stockholder for such custody, including the Power of Attorney, is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by the Representatives shall not relieve any act of such Underwriter Selling Stockholder or Underwriters by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any of its other event, except as specifically provided herein or their obligations hereunder.in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Under- writersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase the Underwritten Shares. The purchase price for each Underwritten Share shall be $4.60 per share (the “Per Share Price”). The Company will pay the Underwriter, on each Closing Date, an amount equal to 6% of the gross proceeds received by the Company from the Companysale of the Underwritten Shares and the Additional Shares, at a purchase price of $ _.__ per shareas applicable, as an underwriting discount (the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof“Underwriter’s Fee”). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriter shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to purchase all or any portion of the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from Additional Shares at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of transactions contemplated hereby. This option may be exercised by the Firm Shares upon Underwriter at any time on or before the thirtieth day following the date hereof, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior to date on which the Closing Date, as hereinafter defined, option shall have been exercised unless otherwise agreed upon by the Lead Representative Company and the CompanyUnderwriter otherwise agree. The Company has agreed with Payment of the Selling Stockholders purchase price for and delivery of the Over-Allotment Selling Stockholders that Additional Shares shall be made at the first 124,173 shares Option Closing Date in the same manner and at the same office as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on payment for the relative amounts subject to sale by such persons Underwritten Shares as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Companysubparagraph (c) below. (c) Subject to any agreement between The Underwritten Shares will be delivered by the Company and to the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made Underwriter against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the CompanyCompany at the offices of Rxxx Capital Partners, LLC, 20 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 or such other location as may be mutually acceptable, at 6:00 a.m. PST, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the Selling Stockholders fourth) full business day following the date hereof, or at such other time and date as the Underwriter and the OverCompany determine pursuant to Rule 15c6-Allotment Selling Stockholders1(a) under the Exchange Act, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, on is referred to herein as the third business day following “Closing Date.” Certificates representing the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time definitive form and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Underwriter may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place location as may be mutually acceptable, and shall be delivered to or upon the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. prior written instruction of the Underwriter on the last business day prior to preceding the Closing Date or the relevant Option to be held in escrow pending release on such Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company agrees Selling Stockholders agrees, severally and not jointly, to sell to each of the Under- writersUnderwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from each of the CompanySelling Stockholders, at a purchase price per share of $ _.$__ per share(the “Per Share Price”), the respective number of Firm Shares (to be adjusted so as hereinafter set forth. The obligation of each Underwriter to eliminate fractional shares) determined by multiplying the Company shall be to purchase from the Company that aggregate number of Firm Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule I hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A II hereto (subject and the denominator of which is the aggregate number of Firm Shares to adjustment as provided in Section 13 hereof)be purchased by all of the Underwriters from all of the Selling Stockholders hereunder. (b) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder hereby grants to the Company Underwriters an option to purchase some or all of the Additional Shares, and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to Underwriters shall have the several Underwriters right to purchase, severally and not jointly, up to 315,000 shares all or any portion of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant Additional Shares at the price per share equal to the provisions set forth in Section 10 hereof. Said options Per Share Price, as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering transactions contemplated hereby, as and distribution to the extent indicated in Schedule I hereto, that portion of the Firm number of Additional Shares as to which such election shall have been exercised (to be adjusted so as to eliminate fractional shares) determined by multiplying such number of Additional Shares by a fraction, the numerator of which is the maximum number of Additional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the maximum number of Additional Shares that all of the Underwriters are entitled to purchase hereunder. This option may be exercised by the Representative at any time and from time to time on or before the thirtieth (30th) day following the date hereof, upon written notice by from the Lead Representative to the Company, such Company and the Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option”); provided, nor in any event prior to the Closing Datehowever, as hereinafter definedthat, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with , the Selling Stockholders and the Over-Allotment Selling Stockholders that Representative otherwise agree, the first 124,173 shares Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor later than the second business day after the date on which the Underwriters' over-allotment options are exercised will option shall have been exercised. Payment of the purchase price for and delivery of the Additional Shares shall be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based made on the relative amounts subject to sale by such persons Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Companysubparagraph (c) below. (c) Subject The Firm Shares will be delivered by the Selling Stockholders to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and respective accounts of the Option Shares, if any, to be purchased by the several Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Companyrespective Selling Stockholder, to the accounts specified by each Selling Stockholders and Stockholder to the OverRepresentative at least twenty-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statementfour hours in advance, at the offices of the Lead Representative at 00000 Xxxx Capital Partners, LLC, 000 Xxx XxxxxxXxxxxxxx Xxxxx, Xxxxx 000, XxxxxxXxxxxxx Xxxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 10:00 A.M. (__ a.m. New York City time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) on _________under the Exchange Act, 1997after 4:30 p.m. Eastern time, provided that the fourth) business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of all documents and instruments required the Firm Shares or the Additional Shares, as applicable, is referred to be delivered on herein as the “Closing Date other than the certificates for Date.” Delivery of the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Additional Shares shall be made by credit through full fast transfer to the accounts at the above mentioned office DTC designated by the Representative. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative Shares to the Company. Certificates for the Firm Shares Underwriters duly paid and the Option Shares, if (ii) any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementswithholding required by law. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agree, severally and not jointly, to sell to the Under- writers, each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and each Selling Shareholder, at a purchase price of $ _.__ $7.44 per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter (to be adjusted by you to eliminate fractional shares) determined by multiplying the Company shall be to purchase from the Company that aggregate number of Firm Shares to be sold by the Company and each Selling Shareholder, as set forth opposite their respective names in Schedule B hereto, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A hereto (subject and the denominator of which is the aggregate number of Firm Shares to adjustment as provided in Section 13 hereof). (b) On be purchased by all the Underwriters from the Company and the Selling Shareholders hereunder. In addition, on the basis of the representations, warranties, warranties and covenants contained herein and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the each Selling Stockholders Shareholder, as and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchaseextent indicated in Schedule B hereto, hereby grant, severally and not jointly, to the several Underwriters an option to purchase at the Underwriters' election up to 315,000 shares the number of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions Option Shares set forth opposite their respective names in Section 10 hereofSchedule B hereto, at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over allotments in the sale of the Firm Shares. Said options The option granted hereby may be exercised in whole or in part, but only for the purpose of covering over-allotments which may be made in connection with the offering once, and distribution of the Firm Shares at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the Lead Representative several Underwriters, to the Company, such the Selling Stockholders Shareholders and Over-Allotment Selling Stockholders, as applicable, the Custodian setting forth the number of Option Shares as to which the several Underwriters are then exercising the options option and the time and date of payment and delivery for any such Option Sharesat which certificates are to be delivered. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule B hereto. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date of delivery (an "at which certificates for Option Closing Date") Shares are to be delivered shall be determined by the Lead Representative Representatives but shall not be earlier than two or later than five (5) ten full business days after the exercise of said such option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.,

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writersUnderwriters identified in Schedule II annexed hereto 320,000 Firm Shares, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, Company the respective number of Firm Shares as hereinafter set forthforth at the price per share of $_____. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which is (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule A II annexed hereto (subject bears to adjustment as provided in Section 13 hereof)the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Selling Stockholder agrees, to sell to the Underwriters that number of full Firm Shares set forth opposite the name of the Selling Stockholder in Schedule I annexed hereto (a total of 880,000 shares), and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder the number of Firm Shares as hereinafter set forth at the same purchase price per share as stated in the preceding paragraph. The obligation of each Underwriter to the Selling Stockholder shall be to purchase from the Selling Stockholder that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Selling Stockholder as the number of shares set forth opposite the name of such Underwriter in Schedule II annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (c) On the First Closing Date (as hereinafter defined), the Company and the Custodian on behalf of the Selling Stockholder will deliver to the Representatives, at the offices of Xxxxxx Gull Xxxxxxx & XxXxxxxx Inc., 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them against payment of the purchase price therefor by wire transfer of immediately available funds to the accounts specified by the Company and the Selling Stockholder. As referred to in this Agreement, the "First Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives, the Company and the Selling Stockholder may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company and the Selling Stockholder, or either of them, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (d) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchaseUnderwriters, severally and not jointly, shall have the right at any time within forty-five days after the date of the Prospectus to purchase up to 315,000 shares of Common Stock 180,000 Optional Shares from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant Company at the same purchase price per share to the provisions set forth in Section 10 hereof. Said options may be exercised only paid for the purpose of Firm Shares, for use solely in covering over-any over- allotments which may be made by the Underwriters in connection with the offering sale and distribution of the Firm Shares Shares. The option granted hereunder may be exercised in full or in part upon written notice by the Lead Representative Representatives to the Company and the Selling Stockholder, or either of them, within forty-five days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company, such Selling Stockholders the names and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to denominations in which the Underwriters certificates for such shares are then exercising the options to be registered and the time date and date of payment and delivery for any place at which such Option Sharescertificates will be delivered. Any such time and Such date of delivery (an the "Option Second Closing Date") shall be determined by the Lead Representative but Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than five (5) ten full business days after delivery of such notice to exercise. Certificates for the exercise of said optionOptional Shares will be made available for checking and packaging at 9:00 a.m., nor in any event prior Milwaukee, Wisconsin time, on the first full business day preceding the Second Closing Date at a location to the Closing Date, as hereinafter defined, unless otherwise agreed upon be designated by the Lead Representative Representatives. The manner of payment for and delivery of (including the denominations of and the Company. The Company has agreed with names in which certificates are to be registered) the Selling Stockholders and Optional Shares shall be the Over-Allotment Selling Stockholders that the first 124,173 shares same as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) The Representatives have advised the Company and the Selling Stockholder that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually, individually and not as the Representatives representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of for any Shares to be purchased by any Underwriter or Underwriters whose check or checks funds shall not have been received by the Representatives prior to by the First Closing Date or the Second Closing Date, as the case may be, for the Firm Shares to be purchased by account of such Underwriter or Underwriters. Any Underwriter, but any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of from any of its or their obligations hereunder.obligation under this

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Under- writersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase the Underwritten Shares from the Company, at a . The purchase price for each of $ _.__ the Underwritten Shares shall be $6.7925 per share, share (the respective number of Firm Shares as hereinafter set forth“Per Share Price”). The obligation of each Underwriter Company agrees to pay to the Company shall be to purchase from Underwriter the Company that number of Firm Shares which is compensation as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof)II hereto. (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriter shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock purchase from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to Company all or a portion of the provisions set forth in Section 10 hereof. Said options Additional Shares at the Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon Underwritten Shares. This option may be exercised by the Underwriter at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior to date on which the Closing Date, as hereinafter defined, option shall have been exercised unless otherwise agreed upon by the Lead Representative Company and the CompanyUnderwriter otherwise agree. The Company has agreed with Payment of the Selling Stockholders purchase price for and delivery of the Over-Allotment Selling Stockholders that Additional Shares shall be made at the first 124,173 shares Option Closing Date in the same manner and at the same office as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on payment for the relative amounts subject to sale by such persons Underwritten Shares as set forth in Schedule C, and any subparagraph (c) below. For the purpose of expediting the checking of the remaining 190,827 shares as certificate for the Additional Shares by you, the Company agrees to which make a form of such certificate available to you for such purpose at least one full business day preceding the Underwriters' over-allotment options are exercised will be sold by the CompanyOption Closing Date. (c) Subject to any agreement between The Underwritten Shares will be delivered by the Company and to the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made Underwriter against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statementappropriate, at the offices of the Lead Representative at 00000 Xxx XxxxxxXxxx Capital Partners, Xxxxx 000LLC, Xxxxxx00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 10:00 A.M. (9:00 a.m. New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than third (or if the certificates for Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Firm Shares and Option SharesExchange Act, if anyafter 4:30 p.m. Eastern time, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3fourth) full business days after day following the effective date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Registration Statement (Additional Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein called as the "“Closing Date").” If the Underwriter so elects, delivery of the Underwritten Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriter. In additionCertificates representing the Underwritten Shares, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, definitive form and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Underwriter may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PST on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place location as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementsmutually acceptable. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to the Under- writersU.S. Underwriters, and each U.S. Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, respectively, at a purchase price of $ [$_.__ __] per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The obligation of each U.S. Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of full Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such U.S. Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Stockholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Stockholder for such custody, including the Power of Attorney, are to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Stockholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Stockholder or by operation of law, whether by the Companydeath or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Stockholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Stockholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the U.S. Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several U.S. Underwriters by wire transfer or certified or official bank check or checks drawn in nextsame-day funds (oras elected by the Company, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 (or at such other place as may be agreed upon among the Representatives, the Company and the Over-Allotment Selling Stockholders), as applicableat 7:00 A.M., San Francisco time on the third (or, if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after 4:30 p.m. Washington D.C. time, the fourth) full business day following the effective first day that Shares are traded (or at such time and date of the Registration Statementto which payment and delivery shall have been postponed pursuant to Section 10 hereof), at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. ." The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or at such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one full business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall and will be in such form so names and denominations as you may request, such request to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On be made at least two full business days prior to the Closing Date. If the Representatives so elect, delivery of the Company shall issue and sell Shares may be made by credit through full fast transfer to the Representatives accounts at Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, individually and not as the Representatives of the several U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any U.S. Underwriter or U.S. Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such U.S. Underwriter or U.S. Underwriters. Any such payment by the Representatives you shall not relieve any such U.S. Underwriter or U.S. Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several U.S. Underwriters intend to offer the Firm Shares to the public as set forth in the Prospectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the U.S. Underwriters), the legend appearing on the inside front cover page and all information set forth under "Underwriting" in any Preliminary Prospectus and in the Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the U.S. Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective U.S. Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein are true and correct and do not fail to state any material fact required to be stated therein in order to make such statements in light of the circumstances in which made not misleading.

Purchase, Sale and Delivery of Shares. (a) On Pursuant to a Pricing Agreement, and on the basis of the representations, warranties and agreements herein and therein contained, but subject to the terms and conditions herein and therein set forth, the Company agrees each Selling Stockholder, on a several basis, will agree to sell to the Under- writers, and each Underwriter agreesUnderwriter, severally and not jointlyon a several basis, will agree to purchase from the Companypurchase, at a the time and place and at the purchase price of $ _.__ per share(the “Per Share Price”) set forth in Schedule II to such Pricing Agreement, the respective number of Firm Underwritten Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject I to adjustment as provided in Section 13 hereof)such Pricing Agreement. (b) On The Selling Stockholders may specify in a Pricing Agreement applicable to any Underwritten Shares that the Selling Stockholders thereby grant to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein and therein set forth, each of the Company and Underwriters shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed right to purchase the number or proportion of Additional Shares set forth opposite its name on Schedule C hereto hereby grant options I to such Pricing Agreement at the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon Underwritten Shares. This option may be exercised by the Underwriters at any time (but not more than once) on or before the thirtieth day following the date of such Pricing Agreement, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior to date on which the Closing Date, as hereinafter defined, option shall have been exercised unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that Underwriters otherwise agree. Payment of the first 124,173 shares purchase price for and delivery of the Additional Shares shall be made at the Option Closing Date in the same manner and at the same office as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on payment for the relative amounts subject to sale by such persons Underwritten Shares as set forth in Schedule C, and any subparagraph (d) below. For the purpose of expediting the checking of the remaining 190,827 shares as to which certificate for the Additional Shares by the Underwriters' over-allotment options are exercised will be sold by , the CompanyCompany agrees to make a form of such certificate available to the Underwriters for such purpose at least one full business day preceding the Option Closing Date. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive Book-entry security entitlements or certificates in negotiable form for the Firm Underwritten Shares and Additional Shares, and the Option Shares, if anyas applicable, to be purchased by the Underwriters pursuant to this Section 5 shall a Pricing Agreement will be placed in custody by the Selling Stockholders, for delivery under a Pricing Agreement and under the Custody Agreement made with the Custodian, as set forth in a Pricing Agreement. (d) The Underwritten Shares or Additional Shares, as applicable, will be delivered by the Custodian to the Underwriters against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statementappropriate, at the offices of Xxxx Capital Partners, LLC, 1251 Avenue of the Lead Representative at 00000 Xxxxxxxx, 00xx Xxxxx, Xxx XxxxxxXxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx XX 00000, at 10:00 A.M. (or such other location within the State of New York City time) on _________as may be mutually acceptable, 1997, provided that the delivery of all documents and instruments required to be delivered which shall occur on the Closing Date other than third (or if the certificates for Shares are priced, as contemplated by Rule 15c6-1(c) under the Firm Shares and Option SharesExchange Act, if anyafter 4:30 p.m. Eastern time, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3fourth) full business days after day following the effective date of a Pricing Agreement, or at such other time and date as the Registration Statement (Underwriters and the Selling Stockholders determine pursuant to Rule 15c6-1(a) under the Exchange Act or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein called as the "“Closing Date").” For the avoidance of doubt, if more than one Pricing Agreement is signed in one day, the Closing Date and time of closing may be the same with respect to all such Pricing Agreements. In additionIf the Underwriters so elect, in the event that any or all delivery of the Option Shares are purchased may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for representing the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends definitive form and shall be in such denominations and registered in such names as the Underwriters may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place location as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementsmutually acceptable. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Under- writersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of $ _.__ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such the Underwriter in Schedule A hereto I hereto. The purchase price to be paid by the Underwriter to the Company for each Firm Share shall be $6.44 per share (subject to adjustment as provided in Section 13 hereofthe “Purchase Price”). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriter shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to purchase at the several Underwriters to purchase, severally and not jointly, up to 315,000 shares Purchase Price all or any portion of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Option Shares as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering transactions contemplated hereby. This option may be exercised by the Underwriter at any time and distribution of from time to time on or before the Firm Shares upon thirtieth day following the date hereof by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Option Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) or earlier than the first business day after the date on which the Option Notice has been delivered to the Company nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior date on which the Option Notice has been delivered to the Closing DateCompany, unless the Company and the Underwriter otherwise agree. If the Underwriter elects to purchase less than all of the Option Shares, the Company agrees to sell to the Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in the Option Notice by a fraction, the numerator of which is the number of Option Shares, as hereinafter definedapplicable, unless otherwise agreed upon by set forth opposite the Lead Representative name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the Company. The Company has agreed with denominator of which is the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any total number of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the CompanyOption Shares. (c) Subject to any agreement between Payment of the Company Purchase Price for and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares, and the Option Shares, if any, to Shares as set forth in subparagraph (d) below. (d) The Firm Shares will be purchased delivered by the Underwriters pursuant Company to this Section 5 shall be made the Underwriter, against payment of the purchase price Purchase Price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Company, at the Selling Stockholders and the Over-Allotment Selling Stockholdersoffices of A.G.P./Alliance Global Partners, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as applicablemay be mutually acceptable, at 6:00 a.m. Pacific Time, on the third second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the effective date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at such date and time set forth in the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such Option Notice. The time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names is referred to herein as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option “Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) ” On the Closing Date, the Company shall issue deliver the Firm Shares, which shall be registered in the name or names and sell shall be in such denominations as the Underwriter may request at least one business day before the Closing Date, to the Representatives accounts of the Underwriters' Warrants at a collective purchase price of one millUnderwriter, which warrants shall entitle delivery shall, with respect to the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall Firm Shares, be exercisable for a period of four (4) years commencing one (1) year from made through the effective date facilities of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House fundsDepository Trust Company’s DWAC system. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Under- writersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a Underwritten Shares. The purchase price of $ for each Underwritten Share shall be $_.______ per share, share (the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof“Per Share Price”). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriter shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to purchase all or any portion of the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from Additional Shares at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and transactions contemplated hereby. The Over-Allotment Selling Stockholders, may be exercised by the Underwriter at any time or times after the date hereof by written notice to the Company (the “Option Notice”) so long as applicable, setting the Option Notice is given not later than 45 days following the date of the Prospectus. The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Underwriter otherwise agree. (c) Payment for the Shares that the Underwriter agrees to purchase hereunder shall be made to the Company by wire transfer of immediately available funds to the bank account designated by the Company at 7:00 a.m., Pacific Time, on ______ __, 2010, or at the time, date (not later than seven full business days thereafter) and place agreed upon by the Underwriter and the Company, against delivery to the Underwriter of the Shares in the form of certificates for the securities comprising the Shares or through the electronic DWAC facilities of the Company’s transfer agent. The date and time of this payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option are sometimes referred to below as the “Closing Date".” (d) The certificates for the Shares shall be determined by registered in the Lead Representative but name or names and shall not be later than five (5) in the denominations the Underwriter shall designate at least one full business days after the exercise of said option, nor in any event day prior to the Closing Date, as hereinafter definedin the case of the Shares, unless otherwise agreed upon by and at least one full business day prior to any Additional Closing Date, in the Lead Representative and case of the CompanyAdditional Shares. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as agrees to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive cause certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters delivered pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, Agreement at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statementyour offices, at the offices of the Lead Representative at 00000 Xxx XxxxxxThe Depository Trust Company, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In additionYork, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place places as shall may be agreed upon designated by the Lead Representative Underwriter, and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to for checking and packaging at one of the Lead Representative at such office above offices or such other place places as may be designated by the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last Underwriter at least one full business day prior to the Closing Date or in the relevant Option case of the Shares, and at least one full business day prior to any Additional Closing Date, as in the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Additional Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) The Firm Shares. (i) Upon the terms herein set forth, the Selling Stockholders agree, severally and not jointly, to sell to the several Underwriters an aggregate of 3,000,000 Firm Shares, each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule A. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writers, and each Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, Selling Stockholders the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the name of such Underwriter in Schedule A hereto (subject several Underwriters to adjustment as provided in Section 13 hereof)the Selling Stockholders shall be $36.42 per share. (bii) On Certificates in negotiable form for the basis Shares to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”), made with Computershare Shareholder Services, Inc., as custodian (“Custodian”). Each Selling Stockholder agrees that the Shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the representationsUnderwriters hereunder, warrantiesthat the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, covenants and agreements herein containedthat the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, but subject to whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Shares hereunder, certificates for such Shares shall be delivered by the Custodian in accordance with the terms and conditions herein set forthof this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares Custodian shall have received notice of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of death or other event or termination. (iii) The Custodian will deliver the Firm Shares upon written notice being sold by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth for the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any accounts of the remaining 190,827 shares as to which the several Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day Federal (same day) funds (or, at the option of the Underwriters by wire transfer), transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, Custodian at the offices office of the Lead Representative at 00000 Xxx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10:00 A.M. (a.m., New York City time, on March 5, 2012 (unless postponed in accordance with the provisions of Section 10) on _________, 1997, provided that (such time being herein referred to as the delivery of all documents and instruments required to be delivered on the “First Closing Date other than the Date”). The certificates for the Firm Shares and Option Shares, if any, shall be made at being purchased on the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option First Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall will be in definitive, fully registered definitive form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may Representatives request in writing at least two (2) business days upon reasonable notice prior to the such First Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall will be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on at the last business day prior to above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of the Closing Date or the relevant Option First Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) The Firm Shares. (i) Upon the terms herein set forth, the Selling Stockholders agree, severally and not jointly, to sell to the several Underwriters an aggregate of 5,000,000 Firm Shares, each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name on Schedule A. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writers, and each Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, Selling Stockholders the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the name of such Underwriter in Schedule A hereto (subject several Underwriters to adjustment as provided in Section 13 hereof)the Selling Stockholders shall be $38.50 per share. (bii) On Certificates in negotiable form for the basis Shares to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements (“Custody Agreements”), made with Computershare Shareholder Services, Inc., as custodian (“Custodian”). Each Selling Stockholder agrees that the Shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the representationsUnderwriters hereunder, warrantiesthat the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, covenants and agreements herein containedthat the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, but subject to whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Shares hereunder, certificates for such Shares shall be delivered by the Custodian in accordance with the terms and conditions herein set forthof this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares Custodian shall have received notice of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of death or other event or termination. (iii) The Custodian will deliver the Firm Shares upon written notice being sold by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth for the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any accounts of the remaining 190,827 shares as to which the several Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day Federal (same day) funds (or, at the option of the Underwriters by wire transfer), transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, Custodian at the offices office of the Lead Representative at 00000 Xxx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, at 10:00 A.M. (a.m., New York City time, on May 9, 2012 (unless postponed in accordance with the provisions of Section 10) on _________, 1997, provided that (such time being herein referred to as the delivery of all documents and instruments required to be delivered on the “First Closing Date other than the Date”). The certificates for the Firm Shares and Option Shares, if any, shall be made at being purchased on the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option First Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall will be in definitive, fully registered definitive form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may Representatives request in writing at least two (2) business days upon reasonable notice prior to the such First Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall will be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on at the last business day prior to above office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of the Closing Date or the relevant Option First Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Shares as hereinafter set forthforth opposite the names of the Company and the Selling Shareholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of Firm Shares that (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Shareholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Shareholder for such custody, including the Power of Attorney, is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Shareholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Shareholder or by operation of law, whether by the Companydeath or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Shareholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Shareholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Shareholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders Shareholders with regard to the Shares being purchased from such Selling Shareholders (and the Over-Allotment Company and such Selling StockholdersShareholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, as applicableand not to take any other action with the purpose or effect of receiving immediately available funds, on until the third business day following the effective date of its delivery to the Registration StatementCompany or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of the Lead Representative at 00000 Xxx Xxxxxx & Bird, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000Xxxxxxx, Xxxxxx, Xxxxxxxxxx Xxxxxxx 00000-0000 (or at such other place as may be agreed upon among the Representatives and the Company and the Attorneys), at 10:00 A.M. 7:00 A.M., San Francisco time (New York City timea) on _________the third (3rd) full business day following the first day that Shares are traded, 1997(b) if this Agreement is executed and delivered after 1:30 P.M., provided San Francisco time, the fourth (4th) full business day following the day that the delivery of all documents this Agreement is executed and instruments required to be delivered on the Closing Date or (c) at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" provided, however, that if the -------- ------- Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives accounts at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), on the inside front cover concerning stabilization and over-allotment by the Underwriters, and under the _____ and _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Under- writersseveral Underwriters, and each Underwriter agreesthe several Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto I hereto. The purchase price for each Firm Share shall be $ per share (subject to adjustment as provided in Section 13 hereofthe “Firm Shares Price”). (b) On The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriters shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchaseright, severally and not jointly, up to 315,000 shares purchase all or any portion of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Option Shares as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be the Firm Shares upon Price. This option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Option Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise date on which the option shall have been exercised unless the Company and the Underwriters otherwise agree. If the Underwriters elect to purchase less than all of said optionthe Option Shares, nor in any event prior the Company agrees to sell to the Closing DateUnderwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as hereinafter definedapplicable, unless otherwise agreed upon by set forth opposite the Lead Representative name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the Company. The Company has agreed with denominator of which is the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any total number of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the CompanyOption Shares. (c) Subject to any agreement between Payment of the Company purchase price for and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares, and the Option Shares, if any, to Shares as set forth in subparagraph (d) below. (d) The Firm Shares will be purchased delivered by the Company to the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the CompanyCompany at the offices of Aegis Capital Corp., the Selling Stockholders and the Over-Allotment Selling Stockholders800 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, or such other location as applicablemay be mutually acceptable, at 9:00 a.m. Eastern Time, on the third second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the effective date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at such date and time set forth in the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such Option Notice. The time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names is referred to herein as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option “Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) ” On the Closing Date, the Company shall issue and sell to deliver the Representatives the Underwriters' Warrants at a collective purchase price of one mill, Firm Shares which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period registered in the name or names and shall be in such denominations as the Representative may request on behalf of four (4) years commencing the Underwriters at least one (1) year from business day before the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 Closing Date, to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives respective accounts of the several Underwriters, may (but which delivery shall not with respect to the Firm Shares, be obligated to) make payment made through the facilities of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderDepository Trust Company’s DWAC system.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares as hereinafter and Selling Stockholder Shares set forthforth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Stockholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Stockholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Stockholder or by operation of law, whether by the Companydeath or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Stockholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Stockholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of each such Selling Stockholder (or the Custodian for the respective accounts of the Selling Stockholders) with regard to the Shares being purchased from such Selling Stockholders (and the Over-Allotment Company and such Selling Stockholders, as applicable, Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn until the third business day following the effective date of its delivery to the Registration StatementCompany or the Custodian, as the case may be), at the offices of Freshman, Marantz, Orlanski, Coopxx & Xleix, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxor, East Tower, Beverly Hills, California, or such other place as may be agreed upon among the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000Representatives and the Company and the Selling Stockholders), at 10:00 A.M. (New York City 7:00 A.M., California time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date third (3rd) full business day following the first day that Shares are traded or at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Selling Stockholders may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. ." The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall and will be in such form so names and denominations as you may request, such request to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. at least two (e2) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives full business days prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.the

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Under- writersseveral Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ $7.44 per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in their names on Schedule A I hereto (subject to adjustment as provided in Section 13 6 hereof). (b) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein and in reliance upon the representations and warranties and agreements set forthforth herein, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options grants an option to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from 600,000 Option Shares, at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to same purchase price per share as the provisions set forth in Section 10 hereofUnderwriters shall pay for the Firm Shares. Said options option may be exercised only for the purpose of covering to cover over-allotments which may be made in connection with the offering and distribution sale of the Firm Shares by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Effective Prospectus upon written or telegraphic notice by the Lead Representative Underwriters to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the options option and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but settlement date, which shall not be later earlier than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, Date (as hereinafter defined, unless otherwise agreed upon defined below). Delivery of certificates for the Option Shares by the Lead Representative Company and the Companypayment therefor shall be made as provided in Section 2(c) hereof. The Company has agreed with number of Option Shares to be purchased by each Underwriter shall be the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any same percentage of the remaining 190,827 shares as total number of Option Shares to which the Underwriters' over-allotment options are exercised will be sold purchased by the Companyseveral Underwriters as such Underwriter is purchasing of the Firm Shares, subject in each case to such adjustments as the Underwriters in their absolute discretion shall make to eliminate any fractional shares. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery Delivery of definitive certificates for the Firm Shares, Shares and the Option Shares, Shares (if any, the option provided for in Section 2(b) hereof shall have been exercised on or before the second business day prior to be purchased by the Underwriters pursuant to this Section 5 Closing Date) shall be made to you for the respective accounts of the Underwriters against payment to the Company of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn wire transfer in next-day funds (or, at the option immediately available funds. Payment of the Underwriters by wire transfer)purchase price for, to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for for, the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New YorkVinsxx & Xlkixx X.X.P., New York 2300 First City Tower, 1001 Xxxxxx, Xxxxxxx, Texas 77002 (or at such other place as may be agreed upon between you and the Company) at 9:00 a.m. Houston, Texas, time, on the third full business day following the date of this Agreement or at such other time and date not later than the (3) seven full business days after thereafter as you and the effective date of the Registration Statement (Company may determine, such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of ." The certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall will be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and denominations as the Underwriters may you request in writing at least two (2) full business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and Havant, agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and Havant, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Stockholder Shares set forth opposite the names of the Company and Havant in Schedule B hereto. The obligation of each Underwriter to the Company and Havant shall be to purchase from the Company or Havant that number of full Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or Havant in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b10) On the basis of the representations, warranties, covenants and agreements herein contained, but subject is to the terms and conditions herein set forth, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the total number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custodian Agreement and Power of Attorney. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Underwriter or Underwriters. Any Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such payment Selling Stockholder for such custody, including the Custodian Agreement and Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by the Representatives shall not relieve any act of such Underwriter Selling Stockholder or Underwriters by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custodian Agreement and Power of its Attorney. If any Selling Stockholder should die or their obligations be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholder Shares hereunder., the Selling Stockholder Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in the Custodian Agreement and Power of Attorney, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death,

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writers, each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ $_.____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 9 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase at their election up to 200,000 Option Shares and the Selling Shareholder hereby grants to the several Underwriters an option to purchase at its election up to 50,000 Option Shares, each at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company shall and the Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase from that portion of the Company that number of Firm Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to denominator of which is the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the maximum number of Option Shares as to which all of the Underwriters are then exercising the options and the entitled to purchase hereunder. The time and date of payment and delivery at which certificates for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") Shares are to be delivered shall be determined by the Lead Representative but shall not be earlier than two or later than five (5) ten full business days after the exercise of said such option, nor and shall not in any event be prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by . If the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any date of exercise of the remaining 190,827 shares option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as to which the Underwriters' over-allotment options are exercised will be sold by the CompanyOption Closing Date. (cb) Subject to any agreement between Certificates (or uncertificated shares at the Company and election of the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of Representative) in definitive certificates form for the Firm Shares, and the Option Shares, if any, Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Xxxx Xxxxxxxx Incorporated may request upon at least forty-eight hours' prior notice to the Underwriters pursuant to this Section 5 Company, shall be made delivered by or on behalf of the Company to you for the account of such Underwriter at such time and place as shall hereafter be designated by the Representative, against payment by such Underwriter or on its behalf of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orchecks, at the option of the Underwriters by wire transfer), payable to the order of the Company, the Selling Stockholders Company in next day funds. The time and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of such delivery and payment shall be, with respect to the Registration StatementFirm Shares, 8:30 a.m. Minneapolis time, at the offices of the Lead Representative at 00000 Xxx XxxxxxXxxxxxxxxxx Xxxxx & Xxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________________, 1997, provided that or such other time and date as you and the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option SharesCompany may agree upon in writing, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called referred to as the "Closing Date"). In addition," and, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative with respect to the Company. Certificates for the Firm Shares and the Option Shares, if any (at the time and on the date specified by you in the written notice given by you of the Underwriters' election to purchase the Option Shares, or such other time and date as you and the global DTC certificateCompany may agree upon in writing, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends such time and shall be in such denominations and registered in such names date being referred to herein as the Underwriters may request in writing "Option Closing Date." Such certificates will be made available for checking and packaging at least two (2) business days twenty-four hours prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall location as may be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date designated by New York Clearing House fundsyou. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Shareholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Shareholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Shareholder or by operation of law, whether by the Companydeath or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Shareholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Shareholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Shareholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextsame-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders Shareholders with regard to the Shares being purchased from such Selling Shareholders at the offices of Fulbright & Jawoxxxx XXX, 1301 XxXxxxxx, Xxxxx 0000, Houston, Texas 77010-3095 (or at such other place as may be agreed upon among the Representatives and the Over-Allotment Selling StockholdersCompany and the Attorneys), as applicableat 9:00 A.M., Houston time (a) on the third (3rd) full business day following the effective first day that Shares are traded, (b) if this Agreement is executed and delivered after 3:30 P.M., Houston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" provided, in the event however, that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and if the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be has not made available to the Lead Representative at such office or such other place as Representatives copies of the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on Prospectus within the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be time provided in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (dSection 4(d) On the Closing Datehereof, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one millmay, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativestheir sole discretion, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.postpone the

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writers, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders Stockholders, severally and Over-Allotment not jointly, agree to sell to the Underwriters named in SCHEDULE A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, _______ Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Stockholders listed in SCHEDULE B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears ____ to Shares, the same proportion as the number of Shares set forth opposite the name of such Underwriter in SCHEDULE A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from such Selling Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of such Selling Stockholder in SCHEDULE B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in SCHEDULE A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on Schedule C hereto the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12 of this Agreement) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the "First Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, certain of the Selling Stockholders, severally and not jointly, hereby grant options an option to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares the respective number of Common Stock from Option Shares set forth opposite the Company, such name of the Selling Stockholders and Over-Allotment Selling Stockholders pursuant on SCHEDULE B hereto, at the same purchase price per share to the provisions set forth in Section 10 hereof. Said options may be exercised only paid for the purpose of Firm Shares, for use solely in covering over-allotments which may be any overallotments made by the Underwriters in connection with the offering sale and distribution of the Firm Shares Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon written notice by the Lead Representative you to the Company, such Selling Stockholders Company and Over-Allotment Selling Stockholders, as applicable, the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are then exercising the options option, the names and denominations in which the certificates for such shares are to be registered and the time and date of payment and delivery for any place at which such Option Sharescertificates will be delivered. Any such Such time and date of delivery (an "Option which may not be earlier than the First Closing Date), being herein referred to as the ") Second Closing Date," shall be determined by you, but if at any time other than the Lead Representative but First Closing Date, shall not be earlier than three nor later than five (5) 10 full business days after the exercise delivery of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Companysuch notice of exercise. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as number of Option Shares to which the Underwriters' over-allotment options are exercised will (i) be sold by such each Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall be determined by multiplying the relative amounts subject to sale by such persons as set forth in Schedule C, and any aggregate number of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant Underwriters, as set forth in the notice of exercise, by a fraction, the numerator of which is the number of Option Shares set forth opposite such Selling Stockholder's name in SCHEDULE B and the denominator of which is the aggregate number of Options Shares set forth opposite all of the Selling Stockholders' names in SCHEDULE B (subject to this Section 5 such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make) and (ii) be purchased by each Underwriter shall be made against payment determined by multiplying the number of the purchase price therefor Option Shares to be sold by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in SCHEDULE A and the Over-Allotment Selling Stockholdersdenominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., as applicableChicago Time, on the third first full business day following preceding the effective date Second Closing Date. The manner of payment for and delivery of the Registration Statement, at Option Shares shall be the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates same as for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from preceding paragraph. You have advised the Lead Representative Company and the Selling Stockholders that each Underwriter has authorized you to the Company. Certificates for the Firm accept delivery of its Shares and the Option Sharesto make payment and to acknowledge receipt therefor. You, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends individually and shall be in such denominations and registered in such names not as the Underwriters Representatives of the Underwriters, may request in writing at least two (2) business days prior make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the relevant Option Second Closing Date, as the case may be. The certificates , for the Firm Shares and the Option Sharesaccount of such Underwriter, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of from any of its or their obligations obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, the Underwriters agree to purchase from the Company, at a Underwritten Shares. The purchase price of $ _.__ for each Underwritten Share and Additional Share shall be $4.00 per share (the “Per Share Price”) and the underwriting discount and commission for both the Underwritten Shares and Additional Shares shall be $0.28 per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b) On The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriters shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to purchase all or any portion of the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from Additional Shares at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of transactions contemplated hereby. This option may be exercised by the Firm Shares upon Underwriters at any time (but not more than once) on or before the thirtieth day following the date hereof, by one business day’s prior written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior to date on which the Closing Date, as hereinafter defined, option shall have been exercised unless otherwise agreed upon by the Lead Representative Company and the CompanyUnderwriters otherwise agree. The Company has agreed with Payment of the Selling Stockholders purchase price for and delivery of the Over-Allotment Selling Stockholders that Additional Shares shall be made at the first 124,173 shares Option Closing Date in the same manner and at the same office as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on payment for the relative amounts subject to sale by such persons Underwritten Shares as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Companysubparagraph (c) below. (c) Subject to any agreement between The Underwritten Shares will be delivered by the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the CompanyCompany at the offices of Rxxx Capital Partners, LLC, 20 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the Selling Stockholders fourth) full business day following the date hereof, or at such other time and date as the Underwriters and the OverCompany determine pursuant to Rule 15c6-Allotment Selling Stockholders1(a) under the Exchange Act, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, on is referred to herein as the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "“Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) ” On the Closing Date, the Company shall issue and sell to deliver the Representatives Underwritten Shares or the Underwriters' Warrants at a collective purchase price of one millAdditional Shares, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing registered in the name or names and shall be in such denominations as the Underwriters may request at least one (1) year from business day before the effective date Closing Date, to the account of the Registration Statement at an exercise price equal to one hundred twenty percent Underwriters, which delivery shall (120%a) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 with respect to the Registration Statement. Payment for the Underwriters' Warrants Underwritten Shares and any Additional Shares, shall be made on through the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives facilities of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderDepository Trust Company’s DWAC system.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $ $_.____ per share, share (the per share price to public as set forth in the Registration Statement less the per share underwriting discounts and commissions) the respective number of Firm Shares as hereinafter set forthforth on Schedule A hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 11) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares (bor certificates representing securities convertible into such Shares) On have been placed in custody (for delivery under this Agreement) under the basis Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Shareholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Shareholder for such custody, including the Power of Attorney, is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Shareholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Shareholder or by operation of law, whether by the Companydeath or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Shareholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Shareholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Shareholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextsame-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders and Shareholders with regard to the Over-Allotment Shares being purchased from such Selling Stockholders, as applicable, on the third business day following the effective date of the Registration StatementShareholders, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on ________________________________________________________________ (or at such other place as may be agreed upon among the Representatives and the Company), 1997at _:__ _.M., provided that the delivery of all documents and instruments required to be delivered _____________ time (a) on the Closing Date third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 1:30 P.M., Vancouver, Washington time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Attorneys may agree (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In additionCLOSING DATE;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 5(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives account at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 12 hereof) of the Firm Shares at an initial public offering price of $_____ per share. The information set forth in the second to last paragraph on the front cover page (insofar as such information relates to the Underwriters), and under all the paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Stockholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Stockholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Stockholder or by operation of law, whether by the Companydeath or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Stockholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Stockholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders (and the Over-Allotment Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholders, as applicablethe case may be, on shall reimburse the third business day following Underwriters for the effective date interest lost and any other expenses borne by them by reason of the Registration Statementsuch breach), at the offices of Coolxx Xxxward LLP, Boulder, Colorado (or at such other place as may be agreed upon among the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000Representatives and the Company, at 10:00 A.M. 7:00 A.M., San Francisco time (New York City timea) on _________the third (3rd) full business day following the first day that Shares are traded, 1997(b) if this Agreement is executed and delivered after 1:30 P.M., provided San Francisco time, the fourth (4th) full business day following the day that the delivery of all documents this Agreement is executed and instruments required to be delivered on the Closing Date or (c) at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives accounts at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section II hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), on the inside front cover concerning stabilization and over-allotment by the Underwriters, and under the second and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Under- writersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase the Underwritten Shares from the Company, at a . The purchase price for each share of $ _.__ the Shares shall be $8.184 per shareshare (the “Per Share Price”). The Company agrees to pay to the Underwriter the compensation as set forth in Schedule V hereto. In addition, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter Company hereby grants to the Company shall be Underwriter the option to purchase from some or all of the Company that number of Firm Additional Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b) On and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriter shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock purchase from the CompanyCompany (subject to such adjustment as the Underwriter shall determine to avoid fractional shares), such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to all or a portion of the provisions set forth in Section 10 hereof. Said options Additional Shares at the Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon Underwritten Shares. This option may be exercised by the Underwriter at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting . Such notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and you otherwise agree. Payment of payment the purchase price and delivery for any such Option Shares. Any such time and date of delivery (an "the Additional Shares shall be made at the Option Closing Date") shall be determined by Date in the Lead Representative but shall not be later than five (5) full business days after same manner and at the exercise of said option, nor in any event prior to same office as the Closing Date, as hereinafter defined, unless otherwise agreed upon by payment for the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons Underwritten Shares as set forth in Schedule C, and any subparagraph (b) below. For the purpose of expediting the checking of the remaining 190,827 shares as certificate for the Additional Shares by you, the Company agrees to which make a form of such certificate available to you for such purpose at least one full business day preceding the Underwriters' over-allotment options are exercised will be sold by the CompanyOption Closing Date. (cb) Subject to any agreement between The Underwritten Shares will be delivered by the Company and to the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made Underwriter against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statementappropriate, at the offices of the Lead Representative at 00000 Xxx XxxxxxXxxx Capital Partners, Xxxxx 000LLC, Xxxxxx00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered 6:00 a.m. PST on the Closing Date other than third (or if the certificates for Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Firm Shares and Option SharesExchange Act, if anyafter 4:30 p.m. Eastern time, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3fourth) full business days after day following the effective date of hereof, or at such other time and date as the Registration Statement (Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of payment and delivery being herein called referred to as the "“Closing Date").” If the Underwriter so elects, delivery of the Underwritten Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriter. In additionCertificates representing the Underwritten Shares, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, definitive form and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Underwriter may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PST on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place location as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementsmutually acceptable. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writersUnderwriters identified in Schedule I annexed hereto that number of Firm Shares set forth for the Company on Schedule II annexed hereto, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, Company the respective number of Firm Shares set forth opposite such Underwriter’s name in Schedule I as hereinafter set forthforth at the price per share of $22.74. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which is (as nearly as practicable in full shares as determined by the Representative) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule A I annexed hereto (subject bears to adjustment as provided in Section 13 hereof)the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters that number of Firm Shares set forth opposite the name of such Selling Shareholder on Schedule II annexed hereto, and each of the Underwriters agrees, severally and not jointly, to purchase from each Selling Shareholder the number of Firm Shares as hereinafter set forth at the same purchase price per share as stated in the preceding paragraph. The obligation of each Underwriter to each Selling Shareholder shall be to purchase from each Selling Shareholder that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representative) bears the same proportion to the number of Firm Shares to be sold by each Selling Shareholder as the number of shares set forth opposite the name of such Underwriter in Schedule I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (c) On the First Closing Date, the Company and the Custodian on behalf of the Selling Shareholders will deliver to the Representative through the facilities of DTC, for the accounts of the several Underwriters, the Firm Shares to be sold by them against payment of the purchase price therefor by wire transfer of immediately available funds to a bank account designated not less than two days prior to the First Closing Date by the Company with respect to the Firm Shares being sold by the Company and to a bank account designated not less than two days prior to the First Closing Date by the Custodian with respect to the Firm Shares being sold by the Selling Shareholders. As referred to in this Agreement, the “First Closing Date” shall be on the third full business day after the date of this Agreement, at 9:00 a.m., Milwaukee, Wisconsin, time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representative and the Company may agree. The Firm Shares to be so delivered will be in denominations and registered in such names as the Representative reasonably requests by written notice to the Company and the Attorneys-in-Fact, or either of them, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representative. Xxxxxx X. Xxxxx & Co. Incorporated April 6, 2006 (d) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto Shareholders hereby grant options agree to sell to the several Underwriters to purchaseUnderwriters, and the Underwriters, severally and not jointly, shall have the right at any time within 30 days after the date of this Agreement to purchase up to 315,000 shares of Common Stock 300,000 Optional Shares from the CompanyCompany and up to 172,500 Optional Shares from the Selling Shareholders, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant at the purchase price per share to the provisions set forth in Section 10 hereof. Said options may be exercised only paid for the purpose of Firm Shares, for use solely in covering any over-allotments which may be made by the Underwriters in connection with the offering sale and distribution of the Firm Shares Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon written notice by the Lead Representative to the CompanyCompany and the Attorneys-in-Fact, such Selling Stockholders and Over-Allotment Selling Stockholdersor either of them, as applicable, within 30 days after the date of the Prospectus setting forth the aggregate number of Option Optional Shares as to which be purchased by the Underwriters are then exercising and sold by the options Company and the time Selling Shareholders and the date of payment and delivery for any place at which such Option Sharescertificates will be delivered. Any such time and Such date of delivery (an "Option the “Second Closing Date"”) shall be determined by the Lead Representative but Representative, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than five (5) ten full business days after the exercise delivery of said option, nor in any event prior such notice to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Companyexercise. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as number of Optional Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and each Selling Shareholder to each Underwriter pursuant to such notice shall equal that number of full Optional Shares which (as nearly as practicable in full Shares as determined by the Lead Representative with respect Representative) bears the same proportion to delivery the total number of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Optional Shares to be purchased by the Underwriters pursuant as the number of Firm Shares purchased by such Underwriter bears to the total number of Firm Shares sold under this Section 5 Agreement to the Underwriters. The manner of payment for and delivery of the Optional Shares shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, same as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) The Representative has advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representative to accept delivery of the Shares and to make payment therefor. It is understood that the RepresentativesRepresentative, individually, individually and not as the Representatives representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of for any Shares to be purchased by any Underwriter or Underwriters whose check or checks funds shall not have been received by the Representatives prior to Representative by the First Closing Date or the Second Closing Date, as the case may be, for the Firm Shares to be purchased by account of such Underwriter or Underwriters. Any Underwriter, but any such payment by the Representatives shall not relieve any such Underwriter from any obligation under this Agreement. As referred to in this Agreement, “Closing Date” shall mean either the First Closing Date or Underwriters of any of its or their obligations hereunderthe Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but of the Company and the Selling Shareholders contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to sell to the Under- writersseveral Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ $_.__ per share (the "purchase price per share"), the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A II hereto (subject to adjustment as determined by the Representatives to avoid fractional shares and as provided in Section 13 hereof)10 of this Agreement) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. (b) On the basis of the representations, warranties, covenants and agreements herein contained, but of the Company and the Selling Shareholders contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options Shareholders agree to sell to the several Underwriters, and each of the Underwriters to purchaseagrees, severally and not jointly, up to 315,000 purchase from each Selling Shareholder, at the purchase price per share, that number of Firm Shares which bears the same proportion to the number of Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (subject to adjustment as determined by the Representatives to avoid fractional shares and as provided in Section 10 of Common Stock this Agreement) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders. (c) With respect to Section 3(a) and 3(b) above, if a Pricing Agreement is used and the purchase price per share has not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability or other obligation of any party to the other party, provided that the engagement letter, dated as of April 14, 1998, between the Company and Xxx Xxxxxx & Company will remain in full force and effect to the extent stated in the next to the last paragraph of such letter. (d) On the basis of the several (and not joint) covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company grants an option to the several Underwriters to purchase from the Company, such Selling Stockholders severally and Over-Allotment Selling Stockholders pursuant not jointly, all or any portion of the Option Shares at the same purchase price per share as the Underwriters are to pay for the provisions set forth in Section 10 hereofFirm Shares. Said options This option may be exercised only for the purpose of covering to cover over-allotments which may be made in connection with the offering and distribution sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written written, telecopied or telegraphic notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the options option and the time settlement date. The Option Shares shall be purchased severally, and date not jointly, by each Underwriter, if purchased at all, in the same proportion that the number of payment and delivery Firm Shares set forth opposite the name of the Underwriter in Schedule II to this Agreement bears to the total number of Firm Shares to be purchased by the Underwriters under Section 2(a) above, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. Delivery of certificates for any such the Option Shares. Any , and payment therefor, shall be made as provided in Section 3(e) and Section 3(f) below. (e) Delivery of the Firm Shares and the Option Shares (if the option granted by the Company in Section 3(d) above has been exercised not later than 6:30 a.m., West Coast time, on the date two business days preceding the Closing Date), and payment therefor, less the nonaccountable expense allowance provided for in Section 6(a)(ii) of this Agreement, shall be made at the office of Xxx Xxxxxx & Company, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., West Coast time, on __________, 1998, or at such time on such other day, not later than seven full business days after such date, as shall be agreed upon in writing by the Company and the Representative, or as provided in Section 10 of this Agreement. The date and hour of delivery (an and payment for the Firm Shares are referred to in this Agreement as the "Option Closing Date." As used in this Agreement, "business day" means a day on which the Nasdaq National Market is open for trading and on which banks in New York and California are open for business and not permitted by law or executive order to be closed. (f) If the option granted by the Company in Section 3(d) above is exercised after 6:30 a.m., Los Angeles time, on the date two business days preceding the Closing Date, delivery of the Option Shares and payment therefor, less the applicable portion of the nonaccountable expense allowance provided for in Section 6(a)(ii) of this Agreement, shall be determined made at the office of Xxx Xxxxxx & Company, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., West Coast time, on the date specified by the Lead Representative but (which shall not be later than five (5) full three or four, or fewer, business days after the exercise of said the option, nor but not in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any excess of the remaining 190,827 shares as to which period of time specified in the Underwriters' over-allotment options are exercised will be sold by the CompanyRules and Regulations). (cg) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment Payment of the purchase price therefor for the Shares by the several Underwriters shall be made by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company, Company and the Selling Stockholders Shareholders. Such payment shall be made upon delivery of certificates for the Shares to you for the respective accounts of the several Underwriters. Certificates for the Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Over-Allotment Selling StockholdersRepresentatives may request at least two business days before the Closing Date, as applicablein the case of Firm Shares, on the third and at least one business day following prior to the effective date purchase of the Registration StatementOption Shares, in the case of the Option Shares. Such certificates will be made available to the Underwriters for inspection, checking and packaging at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on [_____________________], 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other not less than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) one full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Dateor, as in the case may be. The certificate for of the Firm Shares shall be in such form so as to qualify with Option Shares, by 3:00 p.m., New York time, on the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On first business day preceding the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Sharespurchase. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, individually and not as the Representatives on behalf of the several Underwriters, may (but shall not be obligated to) make payment of to the purchase price on behalf of Company and the Selling Shareholders for Shares to be purchased by any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to Representative on the Closing Date or any later date on which Option Shares are purchased for the Firm Shares to be purchased by account of such Underwriter or UnderwritersUnderwriter. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of from any of its or their obligations hereunder. (h) It is understood that the several Underwriters propose to offer the Shares for sale to the public as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the public at the public offering price set forth (or to be set forth) in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms. (i) The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), the legends respecting stabilization and passive market making transactions set forth on the inside front cover page and the statements set forth in the third paragraph and in the final two paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitute the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Under- writers, Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Companypurchase, at a purchase price of $ _.__ per shareshare (the “Per Share Price”), the respective number of Firm Underwritten Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such each Underwriter in on Schedule A hereto (I hereto, subject to adjustment as provided adjustments in accordance with Section 13 9 hereof). (b) On The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriters shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to purchase all or any portion of the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from Additional Shares at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution transactions contemplated hereby. This option may be exercised by you, as Representatives of the Firm Shares upon Underwriters, at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. The number of said option, nor Additional Shares to be purchased by each Underwriter shall be in any event prior the same proportion to the Closing Datetotal number of Additional Shares being purchased as the number of Underwritten Shares being purchased by such Underwriter bears to the total number of Underwritten Shares, as hereinafter defined, unless otherwise agreed upon adjusted by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares you in such manner as to which avoid fractional shares. Payment of the Underwriters' over-allotment options are exercised will purchase price for and delivery of any Additional Shares shall be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based made on the relative amounts subject to sale by such persons Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in Schedule Csubparagraph (c) below, and any including with regard to the conditions set forth in Section 6 below. For the purpose of expediting the checking of the remaining 190,827 shares as to which certificates for the Underwriters' over-allotment options are exercised will be sold Additional Shares by the CompanyRepresentatives, the Company agrees to make forms of such certificates available to the Representatives for such purpose at least one full business day preceding the Option Closing Date. (c) Subject to any agreement between The Underwritten Shares will be delivered by the Company and to the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made Representatives against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the CompanyCompany at the offices of Chardan Capital Markets, the Selling Stockholders and the Over-Allotment Selling StockholdersLLC, 10 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, or such other location as applicablemay be mutually acceptable, at 9:00 a.m. EST, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the effective date hereof, or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Registration StatementAdditional Shares, at such date and time set forth in the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such Notice. The time and date of payment and delivery being of the Underwritten Shares is referred to herein called as the "“Closing Date"). In addition.” .. Certificates representing the Shares, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, definitive form and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters Representatives may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 12:00 p.m. EST on the business day next preceding the Closing Date or the relevant Option Closing DateDate at the above addresses, or such other location as may be mutually acceptable, provided that, if the case may be. The certificates for Representatives so elect, delivery of the Firm Underwritten Shares and the Option Shares, if any, shall Additional Shares may be made available by credit through full fast transfer to the Lead Representative account at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Depository Trust Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date designated by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $ $_._______ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b10) On the basis of the representations, warranties, covenants and agreements herein contained, but subject is to the terms and conditions herein set forth, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the total number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Underwriter or Underwriters. Any Selling Shareholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such payment Selling Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the Representatives shall not relieve any act of such Underwriter Selling Shareholder or Underwriters by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any of its or their obligations hereunder.other event, except as specifically provided

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Shares as hereinafter set forthforth and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Stockholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Stockholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Stockholder or by operation of law, whether by the Companydeath or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Stockholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Stockholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.drawn

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Under- writersseveral Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ $_._____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in their names on Schedule A I hereto (subject to adjustment as provided in Section 13 6 hereof). (b) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein and in reliance upon the representations and warranties and agreements set forthforth herein, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options grants an option to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from 615,000 Option Shares, at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to same purchase price per share as the provisions set forth in Section 10 hereofUnderwriters shall pay for the Firm Shares. Said options option may be exercised only for the purpose of covering to cover over-allotments which may be made in connection with the offering and distribution sale of the Firm Shares by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Effective Prospectus upon written or telegraphic notice by the Lead Representative Underwriters to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the options option and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but settlement date, which shall not be later earlier than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, Date (as hereinafter defined, unless otherwise agreed upon defined below). Delivery of certificates for the Option Shares by the Lead Representative Company and the Companypayment therefor shall be made as provided in Section 2(c) hereof. The Company has agreed with number of Option Shares to be purchased by each Underwriter shall be the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any same percentage of the remaining 190,827 shares as total number of Option Shares to which the Underwriters' over-allotment options are exercised will be sold purchased by the Companyseveral Underwriters as such Underwriter is purchasing of the Firm Shares, subject in each case to such adjustments as the Underwriters in their absolute discretion shall make to eliminate any fractional shares. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery Delivery of definitive certificates for the Firm Shares, Shares and the Option Shares, Shares (if any, the option provided for in Section 2(b) hereof shall have been exercised on or before the second business day prior to be purchased by the Underwriters pursuant to this Section 5 Closing Date) shall be made to you for the respective accounts of the Underwriters against payment to the Company of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn wire transfer in next-day funds (or, at the option immediately available funds. Payment of the Underwriters by wire transfer)purchase price for, to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for for, the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New YorkVinsxx & Xlkixx X.X.P., New York 2300 First City Tower, 1001 Xxxxxx, Xxxxxxx, Xxxxx 00000 (xx at such other place as may be agreed upon between you and the Company) at 9:00 a.m. Houston, Texas, time, on the fourth full business day following the date of this Agreement or at such other time and date not later than the (3) seven full business days after thereafter as you and the effective date of the Registration Statement (Company may determine, such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of ." The certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall will be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and denominations as the Underwriters may you request in writing at least two (2) full business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares and the Selling Stockholders agree to sell the Secondary Shares to the Under- writersUnderwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a Underwritten Shares and Secondary Shares. The purchase price of $ _.__ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of for each Underwriter to the Company Underwritten Share and Secondary Share shall be to purchase from $3.5208 per share (the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof“Per Share Price”). (b) On The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover any over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Representative at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Payment of the purchase price for and delivery of the Additional Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. (c) The Underwritten Shares and Secondary Shares will be delivered by the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only Representative for the purpose of covering over-allotments which may be made in connection with the offering and distribution account of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Company, the Company or a Selling Stockholders and the Over-Allotment Selling StockholdersStockholder, as applicable, on the third business day following the effective date of the Registration Statementappropriate, at the offices of the Lead Representative at 00000 Xxx XxxxxxXxxx Capital Partners, Xxxxx 000LLC, Xxxxxx00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 10:00 A.M. (New York City time) on _________6:00 a.m. PST, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than third (or if the certificates for the Firm Underwritten Shares and Option SharesSecondary Shares are priced, if anyas contemplated by Rule 15c6-1(c) under the Exchange Act, shall be made at after 4:30 p.m. Eastern time, the offices of Underwriter's Counsel in New York, New York not later than the (3fourth) full business days after day following the effective date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Registration Statement (Additional Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Underwritten Shares and the Option Secondary Shares or the Additional Shares, if any (or the global DTC certificateas applicable, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names is referred to herein as the Underwriters “Closing Date.” If the Representative so elects, delivery of the Underwritten Shares, Secondary Shares and Additional Shares may request in writing at least two (2) business days prior be made by credit through full fast transfer to the Closing Date or the relevant Option Closing Date, as the case may be. account at The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Depository Trust Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received designated by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderRepresentative.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the Under- writers, Underwriters and (ii) each Underwriter Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Selling Stockholder Shares set forth opposite such Selling Stockholder’s name on Schedule II hereto. The Underwriters agree, severally and not jointly, to (i) purchase from the Company, at Company the respective numbers of the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto and (ii) purchase from each Selling Stockholder the number of Selling Stockholder Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Selling Stockholder Shares to be sold by such Selling Stockholder by a purchase price of $ _.__ per sharefraction, the respective numerator of which is the aggregate number of Firm Shares as hereinafter set forth. The obligation to be purchased by such Underwriter and the denominator of each Underwriter to which is the Company shall be to purchase from the Company that aggregate number of Firm Shares which is set forth opposite to be purchased by all of the name of such Underwriter in Schedule A hereto Underwriters from the Company. The purchase price to be paid by the Underwriters to the Company for the Firm Shares and to the Selling Stockholders for the Selling Stockholder Shares shall be $1.598 per share (subject to adjustment as provided in Section 13 hereofthe “Per Share Price”). (b) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase some or all of the Additional Shares, and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to Underwriters shall have the several Underwriters right to purchase, severally and not jointly, up to 315,000 shares all or any portion of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant Additional Shares at the price per share equal to the provisions set forth in Section 10 hereof. Said options Per Share Price, as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution transactions contemplated hereby. The number of Additional Shares to be purchased by each Underwriter shall be the same percentage (as adjusted by the Representatives to eliminate fractions) of the total number of Additional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares Shares. This option may be exercised by the Representatives at any time (but not more than once) on or before the thirtieth (30th) day following the date hereof, upon written notice from the Representatives to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that, unless the Company and the Representatives otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first business day after the date on which the option shall have been exercised, nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Shares as set forth in subparagraph (c) below. (c) The Shares will be delivered by the Lead Representative to Company and the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares to or as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined instructed by the Lead Representative but shall not be later than five (5) full business days after Representatives for the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any respective accounts of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the several Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), to the order of accounts specified by the Company, the Selling Stockholders Company and the Over-Allotment Selling Stockholders, or such other location as applicablemay be mutually acceptable, at 7:00 a.m. pacific standard time, on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) business day following the effective date hereof, or at such other time and date as the Representatives, the Company and the Selling Stockholders determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Registration StatementAdditional Shares, at such date and time set forth in the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such Notice. The time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Selling Stockholders Shares, if any (or the global DTC certificateAdditional Shares, if as applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names is referred to herein as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option “Closing Date, as .” Delivery of the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available by credit through full fast transfer to the Lead Representative accounts at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Depository Trust Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date designated by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Under- writersUnderwriters the Underwritten Shares, and each Underwriter agreesthe Underwriters, severally and not jointly, agree to purchase from the Company, at a Underwritten Shares. The purchase price of $ _.__ for each Underwritten Share shall be $11.40 per share, share (the respective number of Firm Shares as hereinafter set forth“Per Share Price”). The obligation of each Underwriter Company agrees to pay the Company shall be to purchase from the Company that number of Firm Shares which is Underwriters’ compensation as set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof)I hereto. (b) On The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriters shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to purchase all or any portion of the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from Additional Shares at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of transactions contemplated hereby. This option may be exercised by the Firm Shares upon Underwriters at any time on or before 11:59 Pacific time on the thirtieth day following the date hereof, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior to date on which the Closing Date, as hereinafter defined, option shall have been exercised unless otherwise agreed upon by the Lead Representative Company and the CompanyUnderwriters otherwise agree. The Company has agreed with Payment of the Selling Stockholders purchase price for and delivery of the Over-Allotment Selling Stockholders that Additional Shares shall be made at the first 124,173 shares Option Closing Date in the same manner and at the same office as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on payment for the relative amounts subject to sale by such persons Underwritten Shares as set forth in Schedule C, and any subparagraph (c) below. For the purpose of expediting the checking of the remaining 190,827 shares as to which certificate for the Additional Shares by the Underwriters' over-allotment options are exercised will be sold by , the CompanyCompany agrees to make a form of such certificate available to the Underwriters for such purpose at least one full business day preceding the Option Closing Date. (c) Subject to any agreement between The Underwritten Shares will be delivered by the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified wire transfer of immediately available or official bank check or checks drawn in next-same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the CompanyCompany at the offices of Xxxx Capital Partners, LLC, 00 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the Selling Stockholders fourth) full business day following the date hereof, or at such other time and date as the Underwriters and the OverCompany determine pursuant to Rule 15c6-Allotment Selling Stockholders1(a) under the Exchange Act, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, on is referred to herein as the third business day following “Closing Date.” If the effective date Underwriters so elect, delivery of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Underwritten Shares and Option Shares, if any, shall Additional Shares may be made by credit through full fast transfer to the account at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased The Depository Trust Company designated by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for representing the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends definitive form and shall be in such denominations and registered in such names as the Underwriters may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. Pacific Time on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place location as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementsmutually acceptable. (d) On The Underwriters shall endeavor to sell the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderboth retail and institutional investors.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $ $_.______ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Shareholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Shareholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Shareholder or by operation of law, whether by the Companydeath or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Shareholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Shareholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Shareholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in nextwire transfer of same-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders Shareholders with regard to the Shares being purchased from such Selling Shareholders at the offices of Long Aldrxxxx & Xormxx XXX, 303 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (xx at such other place as may be agreed upon among the Representatives and the Over-Allotment Selling StockholdersCompany), as applicableat 7:00 A.M., San Francisco time (a) on the third (3rd) full business day following the effective first day that Shares are traded, (b) if this Agreement is executed and delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives accounts at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_______ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under the first, second, sixth, seventh and eighth paragraphs and the table following the first such paragraph under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares as hereinafter and Selling Stockholder Shares set forthforth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of Company Shares or Selling Stockholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Stockholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Stockholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Stockholder or by operation of law, whether by the Companydeath or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Stockholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Stockholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Shares being purchased from such Selling Stockholders (and the Over-Allotment Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Stockholders, as applicablethe case may be, on shall reimburse the third business day following Underwriters for the effective date interest lost and any other expenses borne by them by reason of the Registration Statementsuch breach), at the offices of the Lead Representative at 00000 Xxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxxx 000Professional Corporation, 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 0000000000 (or at such other place as may be agreed upon among the Representatives, the Company and the Selling Stockholders), at 10:00 A.M. 7:00 A.M., San Francisco time (New York City timea) on _________the third (3rd) full business day following the first day that Shares are traded, 1997(b) if this Agreement is executed and delivered after 1:30 P.M., provided San Francisco time, the fourth (4th) full business day following the day that the delivery of all documents this Agreement is executed and instruments required to be delivered on the Closing Date or (c) at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Selling Stockholders may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition; provided, however, that if the Company has not made available to the -------- ------- Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives accounts at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), at the bottom of the inside front cover page concerning stabilization and under the second, sixth and seventh paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Stockholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Under- writersseveral Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ $_._____ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in their names on Schedule A I hereto (subject to adjustment as provided in Section 13 6 hereof). (b) On the basis of the representations, warranties, covenants and agreements herein contained, but subject Subject to the terms and conditions herein and in reliance upon the representations and warranties and agreements set forthforth herein, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options grants an option to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from [615,000] Option Shares, at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to same purchase price per share as the provisions set forth in Section 10 hereofUnderwriters shall pay for the Firm Shares. Said options option may be exercised only for the purpose of covering to cover over-allotments which may be made in connection with the offering and distribution sale of the Firm Shares by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Effective Prospectus upon written or telegraphic notice by the Lead Representative Underwriters to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the options option and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but settlement date, which shall not be later earlier than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, Date (as hereinafter defined, unless otherwise agreed upon defined below). Delivery of certificates for the Option Shares by the Lead Representative Company and the Companypayment therefor shall be made as provided in Section 2(c) hereof. The Company has agreed with number of Option Shares to be purchased by each Underwriter shall be the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any same percentage of the remaining 190,827 shares as total number of Option Shares to which the Underwriters' over-allotment options are exercised will be sold purchased by the Companyseveral Underwriters as such Underwriter is purchasing of the Firm Shares, subject in each case to such adjustments as the Underwriters in their absolute discretion shall make to eliminate any fractional shares. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery Delivery of definitive certificates for the Firm Shares, Shares and the Option Shares, Shares (if any, the option provided for in Section 2(b) hereof shall have been exercised on or before the second business day prior to be purchased by the Underwriters pursuant to this Section 5 Closing Date) shall be made to you for the respective accounts of the Underwriters against payment to the Company of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn wire transfer in next-day funds (or, at the option immediately available funds. Payment of the Underwriters by wire transfer)purchase price for, to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for for, the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New YorkVinsxx & Xlkixx X.X.P., New York 2300 First City Tower, 1001 Xxxxxx, Xxxxxxx, Texas 77002 (or at such other place as may be agreed upon between you and the Company) at 9:00 a.m. Texas time, on the fourth full business day following the date of this Agreement or at such other time and date not later than the (3) seven full business days after thereafter as you and the effective date of the Registration Statement (Company may determine, such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of ." The certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall will be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such name or names and denominations as the Underwriters may you request in writing at least two (2) full business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The Company will permit you to examine and package such certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative delivery at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last least three full business day days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativeseach Underwriter has authorized you, individually, individually and not as the Representatives of the several Underwriters, may to accept delivery and receipt of, for its account, the Shares that it has agreed to purchase, and each Underwriter has further authorized you (but shall not be obligated toyou) to make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date or Option Closing Date, as the case may be, for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderhereunder or under any other underwriting arrangement relating to the Shares, including, without limitation, the Agreement Among Underwriters. If the option provided for in Section 2(b) hereof is exercised after the second business day prior to the Closing Date, the Company will deliver (at the expense of the Company) to the Underwriters, at Irvine, California, on the date specified by the Underwriters (which shall be no earlier than the second business day and no later thin the third business day after the exercise of said option), certificates for the Option Shares in such names and denominations as the Underwriters shall have requested against payment to the Company of the purchase price thereof by wire transfer in immediately available funds. If settlement for the Option Shares occurs after the Closing Date, the Company will deliver to the Underwriters on the settlement date for the Option Shares (such date and time of delivery and payment for the Option Shares being herein called the "Option Closing Date" and, together with the Closing Date, the "Closing Dates"), and the obligation of the Underwriters to purchase the Option Shares shall be conditioned on receipt of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 4 hereof.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Under- writersUnderwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a Underwritten Shares. The purchase price of $ _.__ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of for each Underwriter to the Company Underwritten Share shall be to purchase from $14.335 per share (the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in “Per Share Price”), as shown on Schedule A hereto (subject to adjustment as provided in Section 13 hereof)III. (b) On The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriters shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters right to purchase, severally and not jointly, up to 315,000 shares all or any portion of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to Additional Shares at the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of transactions contemplated hereby. This option may be exercised by the Firm Shares upon Representative at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, the Lead Representative but Option Closing Date shall not be later earlier than five (5) full business days the Closing Date or, with respect to any Additional Shares to be delivered after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, no earlier than the third or later than the fifth business day after the date of such notice unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth otherwise agree in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Companywriting. (c) Subject to any agreement between Payment of the Company purchase price for and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 Additional Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (d) below. (d) The Underwritten Shares will be delivered by the Company to the Representative against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the CompanyCompany at the offices of Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. pacific standard time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the Selling Stockholders fourth) full business day following the date hereof, or at such other time and date as the Representative and the OverCompany determine pursuant to Rule 15c6-Allotment Selling Stockholders1(a) under the Exchange Act, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, on is referred to herein as the third business day following the effective date “Closing Date.” Delivery of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Underwritten Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Additional Shares shall be made by credit through full fast transfer to the account at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon The Depository Trust Company designated by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementsRepresentative. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company agrees Selling Stockholders agrees, severally and not jointly, to sell to the Under- writersseveral Underwriters, and each Underwriter Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $[__] per share (the Company, at a purchase price of $ _.__ per share, “Purchase Price”) the respective number of Firm Shares (subject to adjustments to eliminate fractional shares as hereinafter set forth. The obligation of each Underwriter the Representative may determine) that bears the same proportion to the Company shall be to purchase from the Company that number of Firm Shares which is to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter in Schedule A hereto (subject bears to adjustment as provided in Section 13 hereof)the total number of Firm Shares. (b) On The Selling Stockholders, severally and not jointly, hereby grant to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriters shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchaseright, severally and not jointly, up to 315,000 shares purchase at the Purchase Price all or any portion of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Option Shares as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering transactions contemplated hereby. This option may be exercised by the Underwriters at any time and distribution of from time to time on or before the Firm Shares upon thirtieth (30th) day following the date hereof, by written notice by the Lead Representative to the Company, such Company and the Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Stockholder (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agrees. (c) Payment of the Purchase Price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below. (d) The Firm Shares will be delivered by each Selling Stockholders to the Underwriters, against payment of the Purchase Price therefor by wire transfer of same day funds payable to the order of such Selling Stockholder, at the offices of Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at [__] a.m. Pacific Time, on the second (2nd) (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as the Representative, the Company, and the Selling Stockholders determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of payment and delivery for any such the Option Shares, at such date and time set forth in the Option Notice. Any such The time and date of delivery (an "Option of the Firm Shares is referred to herein as the “Closing Date") shall be determined by the Lead Representative but shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to .” On the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for shall deliver the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 which shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, registered in the event that any name or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends names and shall be in such denominations and registered in such names as the Underwriters Representative may request in writing on behalf of the Underwriters at least two one (21) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On before the Closing Date, the Company shall issue and sell to the Representatives accounts of the respective Underwriters' Warrants at a collective purchase price of one mill, which warrants delivery shall entitle with respect to the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall Firm Shares, be exercisable for a period of four (4) years commencing one (1) year from made through the effective date facilities of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the SharesDepository Trust Company’s DWAC system. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.18 Underwriting Agreement

Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writers, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof). (b) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchaseagree, severally and not jointly, up to 315,000 shares of Common Stock sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, such Selling Stockholders Company and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, respectively, at a purchase price of $______ per share, the respective number of Company Shares and Selling Stockholder Shares set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The obligation of each Underwriter to the Company and to ---------- each Selling Stockholder shall be to purchase from the Company or such Selling Stockholder that number of Company Shares or Selling Stockholder Shares, as applicablethe case may be, setting forth which (as nearly as practicable, as determined by you) is in the same proportion to the number of Option Company Shares or Selling Stockholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Stockholder in Schedule B hereto as the number of Firm Shares which is set forth ---------- opposite the name of such Underwriter in Schedule A hereto (subject to which ---------- adjustment as provided in Section 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are then exercising subject to the options interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the time and date obligations of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Selling Stockholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Stockholder or by operation of law, whether by the Companydeath or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Stockholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Stockholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Stockholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day wire transfer of Federal funds (or, at the option of the Underwriters by wire transfer), to the order of account specified by the Company with regard to the Shares being purchased from the Company, and to the account specified by an Attorney for the respective accounts of the Selling Stockholders and with regard to the Over-Allotment Shares being purchased from such Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxx, Xxxxxxx & Xxxxxxxxx, High Street Tower, 22nd Floor, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx XX 00000, (or at 10:00 A.M. such other place as may be agreed upon among the Representatives, the Company and the Attorneys), at 7:00 A.M., San Francisco time (New York City timea) on _________, 1997, provided the third (3rd) full business day following the first day that the delivery of all documents Shares are traded, (b) if this Agreement is executed and instruments required to be delivered on after 1:30 P.M., San Francisco time, the Closing Date fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives, the Company and the Attorneys may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives accounts at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $______ per

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Under- writersUnderwriters identified in Schedule II annexed hereto 2,000,000 Firm Shares, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per share, Company the respective number of Firm Shares as hereinafter set forthforth at the price per share of $ . The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which is (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule A II annexed hereto (subject bears to adjustment as provided in Section 13 hereof)the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (b) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters that number of full Firm Shares set forth opposite the name of such Selling Shareholder in Schedule I annexed hereto (a total of 850,000 shares from all of the Selling Shareholders), and each of the Underwriters agrees, severally and not jointly, to purchase from each Selling Shareholder the number of Firm Shares as hereinafter set forth at the same purchase price per share as stated in the preceding paragraph. The obligation of each Underwriter to each Selling Shareholder shall be to purchase from that Selling Shareholder that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of shares set forth opposite the name of such Underwriter in Schedule II annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement. (c) On the First Closing Date (as hereinafter defined), the Company and the Custodian on behalf of the Selling Shareholders will deliver through the facilities of DTC, for the accounts of the several Underwriters the Firm Shares to be sold by them against payment in Chicago, Illinois of the purchase price therefor by certified or official bank check or wire transfer to an account at a bank identified by the Company and the Selling Shareholders to Baird with respect to the Firm Shares being sold by the Company and the Selling Shareholders. As referred to in this Agreement, the "First Closing Date" shall be on the third full business day after the date of the Prospectus, at 9:00 a.m., Chicago, Illinois time, or at such other date or time not later than ten full business days after the date of the Prospectus as the Representatives, the Company and the Attorneys-in-Fact (or either of them) may agree. (d) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchaseUnderwriters, severally and not jointly, shall have the right at any time within thirty days after the date of the Prospectus to purchase up to 315,000 shares of Common Stock 427,500 Optional Shares from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant Company at the purchase price per share to the provisions set forth in Section 10 hereof. Said options may be exercised only paid for the purpose of Firm Shares, for use solely in covering any over-allotments which may be made by the Underwriters in connection with the offering sale and distribution of the Firm Shares Shares. The option granted hereunder may be exercised upon written notice by the Lead Representative Representatives to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, Company within thirty days after the date of the Prospectus setting forth the aggregate number of Option Optional Shares as to which be purchased by the Underwriters are then exercising and sold by the options Company and the time date and date of payment and delivery for any place at which such Option Sharesshares will be delivered. Any such time and Such date of delivery (an the "Option Second Closing Date") shall be determined by the Lead Representative but Representatives, provided that the Second Closing Date, which may be the same as the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than five (5) ten full business days after the exercise delivery of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Companysuch notice of exercise. The Company has agreed with the Selling Stockholders manner of payment for and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any delivery of the remaining 190,827 shares Optional Shares shall be the same as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that the Representatives, individually, individually and not as the Representatives representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of for any Shares to be purchased by any Underwriter or Underwriters whose check or checks funds shall not have been received by the Representatives prior to by the First Closing Date or the Second Closing Date, as the case may be, for the Firm Shares to be purchased by account of such Underwriter or Underwriters. Any Underwriter, but any such payment by the Representatives shall not relieve any such Underwriter from any obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or Underwriters of any of its or their obligations hereunderthe Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Under- writersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a Firm Shares. The purchase price of $ _.__ per share, the respective number of for each Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company Share shall be to purchase from $— per share (the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof“Per Share Price”). (b) On The Company and the Selling Stockholder hereby grant to the Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties, covenants warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company and Underwriter shall have the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options right to purchase all or any portion of the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from Option Shares at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options Per Share Price as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering transactions contemplated hereby. This option may be exercised by the Underwriter at any time and distribution of from time to time on or before the Firm Shares upon thirtieth day following the date hereof, by written notice by the Lead Representative to the Company, such Company and the Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Stockholder (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Option Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that the Lead Representative but Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than five (5) full the fifth business days day after the exercise date on which the option shall have been exercised unless the Company and the Underwriter otherwise agree. If the Underwriter elects to purchase less than all of said optionthe Option Shares, nor in any event prior the Company and the Selling Stockholder agree that the Option Shares shall be allocated, first, to the Closing Date, as hereinafter defined, unless otherwise agreed upon by Selling Stockholder up to the Lead Representative and total number of Shares set forth opposite the Company. The Company has agreed with name of the Selling Stockholders Stockholder in Schedule I hereto under the caption “Number of Option Shares to be Sold”, and second, to the Over-Allotment Selling Stockholders that Company up to the first 124,173 shares total number of Shares set forth opposite the name of the Company in Schedule I hereto under the caption “Number of Option Shares to be Sold.” Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on payment for the relative amounts subject to sale by such persons Firm Shares as set forth in Schedule Csubparagraph (c) below; provided, and however, that payment for any Option Shares purchased from the Selling Stockholder shall be paid to the Selling Stockholder by wire transfer of same day funds payable to the order of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the CompanySelling Stockholder. (c) Subject to any agreement between The Firm Shares will be delivered by the Company and to the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made Underwriter against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-wire transfer of same day funds (or, at the option of the Underwriters by wire transfer), payable to the order of the CompanyCompany at the offices of Xxxx Capital Partners, the Selling Stockholders and the Over-Allotment Selling StockholdersLLC, 00 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as applicablemay be mutually acceptable, at 6:00 a.m. PST, on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the effective date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at such date and time set forth in the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such Option Notice. The time and date of payment and delivery being of the Firm Shares is referred to herein called as the "“Closing Date"). In addition.” If the Underwriter so elects, in the event that any or all delivery of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made by credit through full fast transfer to the account at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon The Depository Trust Company designated by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the CompanyUnderwriter. Certificates for representing the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends definitive form and shall be in such denominations and registered in such names as the Underwriters Underwriter may request in writing upon at least two (2) business days days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day next preceding the Closing Date or at the relevant Option Closing Dateabove addresses, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place location as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementsmutually acceptable. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $ $_._____ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Shareholder Shares set forth opposite the names of the Selling Shareholders in Schedule B hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company and such Selling Shareholder that number of Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof)11) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. (b) On The certificates in negotiable form for the basis Selling Shareholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Shareholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Shareholder for such custody, including the Power of Attorney, is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Shareholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Shareholder or by operation of law, whether by the Companydeath or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Shareholder should die or be incapacitated, or if any other such event should occur before the delivery of the certificates for the Selling Stockholders and Shareholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Shareholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Shareholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the CompanyCustodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders Shareholders with regard to the Shares being purchased from such Selling Shareholders (and the Over-Allotment Company and such Selling StockholdersShareholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, as applicableand not to take any other action with the purpose or effect of receiving immediately available funds, on until the third business day following the effective date of its delivery to the Registration StatementCompany or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of the Lead Representative at 00000 Xxxx & Xxxxx, 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxx, Xxxxx 000, XxxxxxXxxxxxx, Xxxxxxxxxx 0000000000 (or at such other place as may be agreed upon among the Representatives and the Company and the Attorneys), at 10:00 A.M. 7:00 A.M., San Francisco time (New York City timea) on _________the third (3rd) full business day following the first day that Shares are traded, 1997(b) if this Agreement is executed and delivered after 1:30 P.M., provided San Francisco time, the fourth (4th) full business day following the day that the delivery of all documents this Agreement is executed and instruments required to be delivered on the Closing Date or (c) at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives and the Company and the Attorneys may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 5(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you for examination at such office or such other place location including, without limitation, in Chicago, as the Lead Representative you may designate for inspectionreasonably request, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as made by credit through full fast transfer to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirementsaccounts at The Depository Trust Company designated by the Representatives. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (e) After the Registration Statement is declared effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 12 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. (f) The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), on the inside front cover concerning stabilization and over-allotment by the Underwriters, and under the ____ and ____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders, severally and not jointly, agree to sell to the Under- writersUnderwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $ _.__ per shareand the Selling Stockholders, respectively, 2,500,000 Firm Shares from the Company and the respective number of Firm Shares as hereinafter set forthforth opposite the names of the Selling Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm full shares which (as nearly as practicable, as determined by you) bears to 2,500,000, the same proportion as the number of Shares which is set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from such Selling Stockholder the number of full shares which (subject as nearly as practicable, as determined by you) bears to adjustment that number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule B hereto, the same proportion as provided the number of Shares set forth opposite the name of such Underwriter in Section 13 hereof). Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The public offering price and the purchase price shall be set forth in the Pricing Agreement. The Company and the Custodian will deliver to you certificates for the Firm Shares at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefore by the several Underwriters by wire transfer of immediately available funds, to the respective accounts specified in writing by the Company and the Custodian, at or before 11:00 A.M., Chicago Time, (a) on the third business day after the effective date of this Agreement, (b) On if this Agreement is executed and delivered and becomes effective after 3:30 P.M., Chicago Time, the fourth business day after the effective date of this Agreement, or (c) at such other time on such other day, not later than ten business days after the effective date of this Agreement, as shall be agreed upon by the Representatives and the Company (the "First Closing Date"). Such certificates will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date. In addition, on the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Xxxxxxxx-Xxxxx Specialty Retail Group III, L.P., the Company Xxxxxxx X. Xxxxxxx Revocable Trust, as amended and the Selling Stockholders Xxxxxx Xxxxxx Xxxxxxx Revocable Trust, as amended hereby jointly and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby severally grant options an option to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares an aggregate of Common Stock from 750,000 Option Shares, at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant same purchase price per share to the provisions set forth in Section 10 hereof. Said options may be exercised only paid for the purpose of Firm Shares, for use solely in covering any over-allotments which may be made by the Underwriters in connection with the offering sale and distribution of the Firm Shares Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the public offering upon written notice by the Lead Representative you to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the aggregate number of Option Shares as to which the Underwriters are then exercising the options option, the names and denominations in which the certificates for such shares are to be registered and the time and date of payment and delivery for any place at which such Option Sharescertificates will be delivered. Any such Such time and date of delivery (an "Option which may not be earlier than the First Closing Date), being herein referred to as the ") Second Closing Date," shall be determined by you, but if at any time other than the Lead Representative but First Closing Date, shall not be earlier than three nor later than five (5) 10 full business days after the exercise delivery of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Companysuch notice of exercise. The Company has agreed with number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as number of Option Shares to which the Underwriters' over-allotment options are exercised will be sold by each such Selling Stockholders and Over-Allotment Selling Stockholders on Stockholder pursuant to such notice of exercise by a pro rata basis based on fraction, the relative amounts subject numerator of which is the number of Firm Shares to sale be purchased by such persons Underwriter as set forth opposite its name in Schedule C, A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The manner of payment for and delivery of the remaining 190,827 shares Option Shares shall be the same as to which for the Underwriters' over-allotment options are exercised will be sold by Firm Shares as specified in the Company. (c) Subject to any agreement between preceding paragraph. You have advised the Company and the Lead Representative with respect Selling Stockholders that each Underwriter has authorized you to accept delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm its Shares, to make payment and to receipt therefor. You, individually and not as the Option SharesRepresentatives of the Underwriters, if any, may make payment for any Shares to be purchased by the Underwriters pursuant to this Section 5 any Underwriter whose funds shall be made against payment of the purchase price therefor not have been received by you by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the First Closing Date or the relevant Option Second Closing Date, as the case may be. The certificates , for the Firm Shares and the Option Sharesaccount of such Underwriter, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of from any of its or their obligations obligation hereunder.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agrees to sell to the Under- writersUnderwriters named in Schedule A hereto, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at a purchase price respectively, 25,000 Firm Shares in the case of $ _.__ per share, the respective Company and the number of Firm Shares as hereinafter set forthforth opposite the name of each Selling Stockholder in Schedule B hereto in the case of the Selling Stockholders at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is (as nearly as practicable, as determined by you) bears to 25,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each of the Selling Stockholders shall be to purchase from such Selling Stockholder that number of full shares which (subject as nearly as practicable, as determined by you) bears to adjustment the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule B hereto, the same proportion as provided the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 13 hereof12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company and the Custodian. Such time of delivery and payment is herein referred to as the “First Closing Date. (b) On ” The certificates for the Firm Shares to be so delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders designated on Exhibit B hereby grant, severally and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant not jointly, options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares an aggregate of Common Stock from [ ] Option Shares, at the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant same purchase price per share to the provisions set forth in Section 10 hereof. Said options may be exercised only paid for the purpose of Firm Shares, for use solely in covering over-allotments which may be any overallotments made by the Underwriters in connection with the offering sale and distribution of the Firm Shares Shares. The options granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon written notice by the Lead Representative you to the Company, such Selling Stockholders Company and Over-Allotment Selling Stockholders, as applicable, the Agent setting forth the aggregate number of Option Shares as to which the Underwriters are then exercising the options option, the names and denominations in which the certificates for such shares are to be registered and the time and date of payment and delivery for any place at which such Option Sharescertificates will be delivered. Any such Such time and date of delivery (an "Option which may not be earlier than the First Closing Date") ), being herein referred to as the “Second Closing Date,” shall be determined by you, but if at any time other than the Lead Representative but First Closing Date, shall not be earlier than three nor later than five (5) 10 full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (c) Subject to any agreement between the Company and the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery such notice of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (or, at the option of the Underwriters by wire transfer), to the order of the Company, the Selling Stockholders and the Over-Allotment Selling Stockholders, as applicable, on the third business day following the effective date of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date")exercise. In addition, in the event that any or If all of the Option Shares are purchased, the number of Option Shares to be purchased from each Selling Stockholder is set forth in Schedule B hereto. If less than all of the Option Shares are purchased, the number of Option Shares to be purchased from each of the Selling Stockholders shall be reduced from such maximum number on a pro rata basis (as nearly as practicable, as determined by you). The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the Underwritersnumber of Option Shares to be sold by the Selling Stockholders by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company’s expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment of the purchase price for, for and delivery of certificates for, such the Option Shares shall be made at the above mentioned office of same as for the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date Firm Shares as specified in the notice from preceding paragraph. You have advised the Lead Representative to the Company. Certificates for the Firm Shares Company and the Option Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, if any (or the global DTC certificateto make payment and to acknowledge receipt therefor. You, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends individually and shall be in such denominations and registered in such names not as the Underwriters Representative of the Underwriters, may request in writing at least two (2) business days prior make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the relevant Option Second Closing Date, as the case may be. The certificates , for the Firm Shares and account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder. You hereby waive the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions applicability of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%Section 5(o) of the initial price to public Underwriting Agreement dated November 8, 2007 between you and the Company and the lockup letters executed by each of the Shares. The Underwriters' Warrant Selling Stockholders in connection with the offering thereunder (collectively, the “Lockup Restrictions”) to the execution, delivery and performance of this Agreement and form of Warrant Certificate shall be substantially all actions taken in the forms filed as Exhibits 1.2 furtherance thereof (it being understood and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood agreed that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but Lockup Restrictions shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives prior to the Closing Date remain in effect for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderall other purposes).

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Under- writersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a Firm Shares. The purchase price of $ _.__ per share, to be paid by the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company for the Firm Shares shall be to purchase from $2.1112 per share (the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof“Per Share Price”). (b) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter an option to purchase some or all of the Additional Shares, and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options Underwriter shall have the right to purchase all or any portion of the Additional Shares at the price per share equal to the several Underwriters to purchasePer Share Price, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of transactions contemplated hereby. This option may be exercised by the Firm Shares Underwriter at any time (but not more than once) on or before the thirtieth (30th) day following the date hereof, upon one (1) day written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that, unless the Lead Representative but Company and the Underwriter otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the third business day after the date on which the option shall have been exercised, nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to date on which the Underwriters' over-allotment options are exercised will option shall have been exercised. Payment of the purchase price for and delivery of the Additional Shares shall be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based made on the relative amounts subject to sale by such persons Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Companysubparagraph (c) below. (c) Subject to any agreement between The Firm Shares will be delivered by the Company and to the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC"), delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made Underwriter against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day wire transfer of immediately available funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Company, at 7:00 a.m. PDT on Wednesday, May 11, 2011, or at such other time and date as the Selling Stockholders Underwriter and the Over-Allotment Selling StockholdersCompany may agree in writing, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, on is referred to herein as the third business day following the effective date “Closing Date.” Delivery of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Additional Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On form through the Closing Date, the facilities of The Depository Trust Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date account of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received designated by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderUnderwriter.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Under- writersseveral Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a Firm Shares. The purchase price of $ _.__ per share, to be paid by the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter Underwriters to the Company for the Firm Shares shall be to purchase from $4.44125 per share (the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule A hereto (subject to adjustment as provided in Section 13 hereof“Per Share Price”). (b) On the basis of the representations, warranties, covenants warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase some or all of the Additional Shares, and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options Underwriters shall have the right to purchase all or any portion of the Additional Shares at the price per share equal to the several Underwriters to purchasePer Share Price, severally and not jointly, up to 315,000 shares of Common Stock from the Company, such Selling Stockholders and Over-Allotment Selling Stockholders pursuant to the provisions set forth in Section 10 hereof. Said options as may be exercised only for the purpose of covering necessary to cover over-allotments which may be made in connection with the offering and distribution of transactions contemplated hereby. This option may be exercised by the Firm Shares Underwriters at any time (but not more than once) on or before the thirtieth (30th) day following the date hereof, upon one (1) business day written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the Underwriters are then exercising the options option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "being herein referred to as the “Option Closing Date") shall be determined by ”); provided, however, that, unless the Lead Representative but Company and the Underwriters otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first business day after the date on which the option shall have been exercised, nor later than five (5) full the fifth business days day after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Representative and the Company. The Company has agreed with the Selling Stockholders and the Over-Allotment Selling Stockholders that the first 124,173 shares as to date on which the Underwriters' over-allotment options are exercised will option shall have been exercised. Payment of the purchase price for and delivery of the Additional Shares shall be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based made on the relative amounts subject to sale by such persons Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in Schedule C, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Companysubparagraph (c) below. (c) Subject to any agreement between The Firm Shares will be delivered by the Company and to the Lead Representative with respect to delivery of a global certificate through Depository Trust Company ("DTC")Underwriters, delivery of definitive certificates for the Firm Sharestheir respective accounts, and the Option Shares, if any, to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day wire transfer of immediately available funds (or, at the option of the Underwriters by wire transfer), payable to the order of the Company, at 7:00 a.m. PDT on August 12, 2015, or at such other time and date as the Selling Stockholders Underwriters and the Over-Allotment Selling StockholdersCompany may agree in writing, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, on is referred to herein as the third business day following the effective date “Closing Date.” Delivery of the Registration Statement, at the offices of the Lead Representative at 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 10:00 A.M. (New York City time) on _________, 1997, provided that the delivery of all documents and instruments required to be delivered on the Closing Date other than the certificates for the Firm Shares and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York not later than the (3) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Additional Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two (2) business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Lead Representative at such office or such other place as the Lead Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificate for the Firm Shares shall be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On form through the Closing Date, the facilities of The Depository Trust Company shall issue and sell to the Representatives the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common Stock. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representatives, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received account designated by the Representatives prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunderrespective Underwriter.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Shareholders agree, severally and not jointly, to sell to the Under- writersUnderwriters, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, respectively, at a purchase price of $ $_.____ per share, the respective number of Firm Company Shares as hereinafter set forthforth and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholders in SCHEDULE B hereto. The obligation of each Underwriter to the Company and to each Selling Shareholder shall be to purchase from the Company or such Selling Shareholder that number of Company Shares or Selling Shareholder Shares, as the case may be, which (as nearly as practicable, as determined by you) is in the same proportion to the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in SCHEDULE B hereto as the number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto (subject to adjustment as provided in Section 13 hereof). 10) is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (bfor delivery under this Agreement) On under the basis Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of the representations, warranties, covenants and agreements herein contained, but such Selling Shareholder so held in custody are subject to the terms and conditions herein set forthinterests of the Underwriters hereunder, that the Company and the Selling Stockholders and Over-Allotment Selling Stockholders listed on Schedule C hereto hereby grant options to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares of Common Stock from the Company, arrangements made by such Selling Stockholders Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and Over-Allotment Selling Stockholders pursuant to that the provisions set forth in Section 10 hereof. Said options may be exercised only for the purpose obligations of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Lead Representative to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as applicable, setting forth the number of Option Shares as to which the Underwriters are then exercising the options and the time and date of payment and delivery for any such Option Shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Lead Representative but Shareholder hereunder shall not be later than five (5) full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined, unless otherwise agreed upon terminated by the Lead Representative and act of such Selling Shareholder or by operation of law, whether by the Companydeath or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. The Company has agreed with If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Stockholders and Shareholder Shares hereunder, the Over-Allotment Selling Stockholders that the first 124,173 shares as Shareholder Shares to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on Shareholder shall, except as specifically provided herein or in the relative amounts subject to sale by such persons as set forth in Schedule CCustody Agreement, and any of the remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold delivered by the Company. (c) Subject to any agreement between Custodian in accordance with the Company terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Lead Representative with respect to delivery Custodian shall have received notice of a global certificate through Depository Trust Company ("DTC"), delivery such death or other event. Delivery of definitive certificates for the Firm Shares, and the Option Shares, if any, Shares to be purchased by the Underwriters pursuant to this Section 5 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds (orfunds, at the option of the Underwriters by wire transfer), payable to the order of the Company with regard to the Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders Shareholders with regard to the Shares being purchased from such Selling Shareholders (and the Over-Allotment Company and such Selling StockholdersShareholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, as applicableand not to take any other action with the purpose or effect of receiving immediately available funds, on until the third business day following the effective date of its delivery to the Registration StatementCompany or the Custodian, as the case may be, and, in the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of the Lead Representative at 00000 Xxx Rubin Baum Levin Constant Friedman & Bilzin, 2500 First Union Financixx Xxxxxx, Xxxxx 000Xxxxx, Xxxxxx, Xxxxxxxxxx 00000FL 33131 (xx xx such other xxxxx xx xxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxves and the Company and the Attorneys), at 10:00 A.M. 7:00 A.M., San Francisco time (New York City timea) on _________the third (3rd) full business day following the first day that Shares are traded, 1997(b) if this Agreement is executed and delivered after 1:30 P.M., provided San Francisco time, the fourth (4th) full business day following the day that the delivery of all documents this Agreement is executed and instruments required to be delivered on the Closing Date or (c) at such other than the certificates for the Firm Shares time and Option Shares, if any, shall be made at the offices of Underwriter's Counsel in New York, New York date not later than the seven (37) full business days after following the effective first day that Shares are traded as the Representatives, the Company and the Attorneys may determine (or at such time and date of the Registration Statement (to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date"). In addition;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office of the Lead Representative or at such other place as shall be agreed upon by the Lead Representative and the Company on each Option Closing Date as specified in the notice from the Lead Representative to the Company. Certificates for the Firm Shares and the Option Shares, if any (or the global DTC certificate, if applicable) shall be in definitive, fully registered form, shall bear until no restrictive legends and shall be in such denominations and registered in such names as the Underwriters may request in writing at least later than two (2) full business days prior following delivery of copies of the Prospectus to the Closing Date or the relevant Option Closing Date, as the case may beRepresentatives. The certificates for the Firm Shares and the Option Shares, if any, shall to be so delivered will be made available to the Lead Representative you at such office or such other place location including, without limitation, in New York City, as the Lead Representative you may designate reasonably request for inspection, checking and packaging no later than 9:30 a.m. on the last at least one (1) full business day prior to the Closing Date or and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the relevant Option Closing Date. If the Representatives so elect, as the case may be. The certificate for delivery of the Firm Shares shall may be in such form so as to qualify with the provisions of DTC book-entry and allow for a "fast" closing in compliance with DTC requirements. (d) On the Closing Date, the Company shall issue and sell made by credit through full fast transfer to the Representatives accounts at The Depository Trust Company designated by the Underwriters' Warrants at a collective purchase price of one mill, which warrants shall entitle the holders thereof to purchase an aggregate of 210,000 shares of Common StockRepresentatives. The Underwriters' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at an exercise price equal to one hundred twenty percent (120%) of the initial price to public of the Shares. The Underwriters' Warrant Agreement and form of Warrant Certificate shall be substantially in the forms filed as Exhibits 1.2 and 10.9 to the Registration Statement. Payment for the Underwriters' Warrants shall be made on the Closing Date by New York Clearing House funds. (e) It is understood that the Representativesyou, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representatives you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by the Representatives you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), on the inside front cover concerning stabilization and over- allotment by the Underwriters, and under the second, sixth, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.