Common use of PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS Clause in Contracts

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Company at a price of $______ per Unit [90% of the initial public offering price], that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of an additional 75,000 Units at a price of $______ per Unit [90% of the initial public offering price]. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of Xxxxx & Company, Inc. at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 shares of Common Stock and/or 50,000 Redeemable Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the covenants, representations, warranties, covenants and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth: (i) The Company hereby engages you as its exclusive agent to solicit subscriptions for the Units in accordance with the terms of the Registration Statement, the Prospectus and this Agreement, and you agree to use your best efforts to procure such subscriptions. You may, however, discharge your responsibilities under this Agreement by acting as the Representative of several placement agents and by forming a group of securities dealers acting as additional placement agents, including you, to procure subscribers for the Units. Any agreement between you and a securities dealer pursuant to which such securities dealer becomes an Underwriter shall require such dealer to represent and warrant that it will conduct the Offering and sale of the Units in the manner set forth herein. The allocation of Units among you and the Underwriters shall be made by you. (ii) Subject to the terms and condition set forth herein, in consideration of your execution of this Agreement and performance of your obligations hereunder, the Company agrees that, at each Closing (as defined herein), you shall receive (i) selling commissions in an amount equal to sell to each Underwriter, and each Underwriter agrees to purchase from the Company at a price of $______ per Unit [9010% of the initial public offering price], that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities which such Underwriter may become obligated to aggregate purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis price of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all Units sold by you (or any part of an additional 75,000 Units at Underwriter and (ii) a price of $______ per Unit [90non-accountable expense allowance equal to 3% of the initial public offering price]aggregate purchase price of the Units sold by you (or any Underwriter). The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules aggregate commissions and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made expense allowance payable in connection with the offering sale of Units will be disbursed to you, as provided herein and distribution in Escrow Agreement; thereupon, you shall pay to each of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of Xxxxx & Company, Inc. at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, in such amount (which shall be made to not exceed commissions and expense allowance in the Underwriters against payment by the Underwriters amounts of 10% and 3%, respectively, of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a aggregate purchase price of $.0001 per warrantthe Units placed by such Underwriter), which warrants at such times and upon such terms and conditions as shall entitle the holders thereof to purchase an aggregate of 100,000 shares of Common Stock and/or 50,000 Redeemable Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date have been agreed upon between you and such Underwriter, that portion of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical aggregate commissions to the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Datewhich such Underwriter is entitled.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) 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 each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees severally and not jointly to purchase from the Company and each Selling Stockholder at a price of $____ per share of Common Stock and $___________ per Unit [90% of the initial public offering price]Redeemable Warrant, that number of Firm Securities (rounded up or down, as determined by the Representative in its discretion, in order to avoid fractions) obtained by multiplying 2,333,333 shares of Common Stock and 4,000,000 Warrants in the case of the Company and 666,667 shares of Common Stock, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Common Stock and Redeemable Warrants set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as Underwriter in Schedule A hereto and the Representative in its sole discretion shall make to eliminate any sales or purchases denominator of fractional shares, plus any additional which is the total number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions shares of Section 11 hereofCommon Stock and Redeemable Warrants, determined separately. (b) Certificates in negotiable form for the Common Stock to be sold by the Selling Stockholders have been placed in custody, for delivery under this Agreement, under Custody Agreements made with ______________________, as custodian ("Custodian"). Each such Selling Stockholder agrees that the shares represented by the certificates held in custody for such Selling Stockholder under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of any such 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 such 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 Common Stock hereunder, certificates for such Common Stock shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of an additional 75,000 150,000 Units (450,000 shares of Common Stock and 600,000 Warrants) at a price of $______ per Unit [90% of the initial public offering price]Unit. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (cd) Payment The Company and the Custodian will deliver the Firm Securities to the Representative in the forms described below for the accounts of the Underwriters, against payment of the purchase price forin Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, and delivery in the case of certificates for, the Firm Securities shall to be made sold by the Company and to the Custodian, in the case of the Firm Securities to be sold by the Selling Stockholders, at the offices of office Xxxxx & Company, Inc. at Inc., 000 Xxxxxxx Xxxxxx, Xxx xxx Xxxx, Xxx XxxxXX at 9:30 AM, 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) , on __________, 1999 2001, or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more later than seven (7) full business days after thereafter as you and the effective date of the Registration Statement (Company determine, such time and date of payment and delivery being herein called referred to as the "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company and the Selling Stockholders for the Firm Securities of the Company and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (de) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a purchase price in the aggregate of $.0001 per warrant50.00, which such warrants shall entitle the holders thereof to purchase an aggregate up to 170,000 Units consisting of 100,000 510,000 shares of Common Stock and/or 50,000 Redeemable and 680,000 Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable WarrantsUnits. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $__________ per Unit [9093% of the initial public offering price]] per share of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 12 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders hereby grants grant an option to the Underwriters Underwriters, severally and not jointly, to purchase all or any part of an additional 75,000 Units 300,000 shares of Common Stock at a price of $__________ per Unit [9093% of the initial public offering price]] per share of Common Stock. Each of the Selling Shareholders shall sell one-half of the aggregate number of Option Shares purchased by the Underwriters, acting severally and not jointly, on each Option Closing Date, if any. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities Shares as to which Representative is the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven 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 Representative Representatives and the CompanyCompany and the Selling Shareholders. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided.Firm (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx Josexxxxxx Xxxx & CompanyXoss Xxxorporated at 200 Xxxx Xxxxxx, Inc. at 000 Xxxxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, or xx at such other place as shall be agreed upon by the Representative Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 1996 or at such other time and date as shall be agreed upon by the Representative Representatives and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-above mentioned office of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives, the Company and the Company Selling Shareholders on each Option Closing Date as specified in the notice from the Representative Representatives to the Company. Delivery of the certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters against payment by the Underwriters Underwriters, severally and not jointly, of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for the Firm Securities Shares and the Option SecuritiesShares, if any, by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, 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 Representative 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 Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative Representatives at such office or such other place as the Representative Representatives may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the to Josephthal, Representative's Warrants to the Representative at a purchase price of $.0001 .001 per warrant, which warrants shall entitle the holders thereof to purchase (i) an aggregate of 100,000 200,000 shares of Common Stock and/or 50,000 Redeemable WarrantsStock. The Representative's Warrants shall be exercisable for a period of four forty-eight (448) years months commencing one twelve (112) year months from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable WarrantsStock. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 4.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Securityholders agree to sell to each UnderwriterRepresentative, and each Underwriter Representative, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders, as the case may be, at a price of $______ 4.00 per Unit [90% share of the initial public offering price]Common Stock and $.125 per Warrant, that number of Firm Securities set forth in Schedule A opposite the name of such UnderwriterRepresentative, subject to such adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesshares of Common Stock or Warrants, plus any additional number of Firm Securities which such Underwriter Representative may become obligated to purchase pursuant to the provisions of Section 11 1 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements agreements, herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Representatives, severally and not jointly, to purchase all or any part of the Option Shares (up to an aggregate of an additional 150,000 shares of Common Stock and 75,000 Units Warrants) at a price of $______ per Unit [90% of the initial public offering price], less the Representative's discount. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which Representative is the several Representatives are then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters Representatives to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates securities for, the Firm Securities shall be made at the offices of Xxxxx & Company, Inc. the Representative at 000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxxxxxx Xxxx Xxxx, Xxx XxxxXxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City Florida time) on __________, 1999 1996, or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three THREE (3) nor more than seven TEN (710) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the UnderwritersRepresentatives, payment of the purchase price for, for and delivery of certificates for, such Option Securities shall be made at the above-above- mentioned firm office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each the Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters Representatives against payment by the Underwriters Representatives, severally and not jointly, of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, by New York Clearing House funds. In the event such option is exercised, each of the Representatives, acting severally and not jointly, shall purchase that proportion of the total number of Option Securities then being purchased which the number of Securities set forth in Schedule A hereto opposite the name of such Representative bears to the total number of Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative Representatives 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the 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. (d) On the Closing Date, the Company shall issue and sell to the Representative the Representative's Warrants to the Representative at a purchase price of $.0001 per warrantfor nominal consideration, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 shares of Common Stock and/or and 50,000 Redeemable Warrants, similar but not identical to, the Warrants. The Representative's Warrants shall be non-exercisable and non-transferable (other than a transfer to affiliates of the Representative or members of the selling group) for a period of 12 months following the date of the definitive Prospectus. The Representative's Warrants and the underlying securities shall contain the usual anti-dilution provisions and shall not be redeemable. The Representative's Warrants will be exercisable 12 months after the date of the definitive Prospectus used in the offering and for a period of four (4) years commencing one (1) year from thereafter; and if the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering Representative's Warrants are not exercised during this term, they shall, by their terms, automatically expire. The exercise price of the shares each of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be 120% of the public offering price per Share and Offered Warrants. The Company and the Representative agree that the Representative may designate that the Representative's Warrants be issued in varying amounts directly to its officers, directors, shareholders, employees, and other proper persons and not to the Representative; however, such designation will only be made on by the Closing DateRepresentative if it determines and represents to the Company that such issuance would not violate the interpretation of the Board of Governors of the NASD relating to the review of corporate financing arrangements and would not require registration of the Representative's Warrants or underlying securities.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Company at a price of $______ per Unit share [9092% of the initial public offering price]] of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of an additional 75,000 Units 187,500 shares of Common Stock at a price of $______ per Unit share of Common Stock [9092% of the initial public offering price]. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative to the Company setting forth the number of Option Securities Shares as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx & CompanyGilford Securities Incorporated at 850 Third Avenue, Inc. at 000 Xxxxxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx, 00000New York 10022, or at such other place as shall be agreed upon by the Representative xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxx and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 1998 or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for the Firm Securities Shares and the Option SecuritiesShares, if any, by New York Clearing House funds. Certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, 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 Representative 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 Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell to the Representative, Representative's Warrants to the Representative at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 125,000 shares of Common Stock and/or 50,000 Redeemable WarrantsStock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty forty five percent (120145%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable WarrantsStock. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 4.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $______ per Unit [9093% of the initial public offering price]] per share of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase all or any part of an additional 75,000 Units at a price of $______ per Unit [90% of the initial public offering price]Option Shares. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative Representatives to the Company setting forth the number of Option Securities Shares as to which Representative is the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative Representatives and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx H.C. Xxxxxxxxxx & CompanyXo., Inc. at 000 Xxxxxxx Inc., One Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxxxxxxxxxxx 00000, or xx at such other place as shall be agreed upon by the Representative Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on _______________, 1999 2000 or at such other time and date as shall be agreed upon by the Representative Representatives and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-above mentioned office of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company on each Option Closing Date as specified in the notice from the Representative Representatives to the Company. Delivery of the certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters against payment by the Underwriters Underwriters, severally and not jointly, of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for the Firm Securities Shares and the Option SecuritiesShares, if any, by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in its discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, 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 Representative 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 Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative Representatives at such office or such other place as the Representative Representatives may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 shares of Common Stock and/or 50,000 Redeemable Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.for

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the covenants, representations, warranties, covenants and agreements warranties herein contained, but contained and subject to the terms and conditions herein set forth: (i) The Company hereby engages you as its exclusive agent to solicit subscriptions for the Units in accordance with the 1.0 - 14 terms of the Registration Statement, the Prospectus and this Agreement, and you agree to use your best efforts to procure such subscriptions. You may, however, discharge your responsibilities under this Agreement by acting as the Representative of several placement agents and by forming a group of securities dealers acting as additional placement agents, including you, to procure subscribers for the Units. Any agreement between you and a securities dealer pursuant to which such securities dealer becomes an Underwriter shall require such dealer to represent and warrant that it will conduct the Offering and sale of the Units in the manner set forth herein. The allocation of Units among you and the Underwriters shall be made by you. (ii) Subject to the terms and condition set forth herein, in consideration of your execution of this Agreement and performance of your obligations hereunder, the Company agrees that, at each Closing (as defined herein), you shall receive (i) selling commissions in an amount equal to 10% of the aggregate purchase price of the Units sold by you (or any Underwriter and (ii) a non-accountable expense allowance equal to 3% of the aggregate purchase price of the Units sold by you (or any Underwriter). The aggregate commissions and expense allowance payable in connection with the sale of Units will be disbursed to you, as provided herein and in the Escrow Agreement; thereupon, you shall pay to each of the other Underwriters, if any, in such amount (which shall not exceed commissions and expense allowance in the amounts of 10% and 3%, respectively, of the aggregate purchase price of the Units placed by such Underwriter), at such times and upon such terms and conditions as shall have been agreed upon between you and such Underwriter, that portion of the aggregate commissions to which such Underwriter is entitled. Except as provided in this Section 2(a)(ii) and in the following Section 2(b), no other compensation shall be paid or delivered by the Company to the Representative or any Underwriter. (b) As additional consideration for the Representative's or Underwriter's services rendered pursuant to this Agreement, on the final Closing Date (as hereinafter defined), the Company will sell to each Underwriteryou or your designees, and each Underwriter agrees to purchase from the Company at a price of $______ 0.001 per Unit [90warrant ("Warrant Price"), common stock purchase warrants ("Underwriter's Warrants") to purchase Units, under the following terms and conditions: (i) The aggregate number of Units subject to Underwriter's Warrants will be equal to 10% of the initial public offering price], that total number of Firm Securities set forth in Schedule A opposite the name of such Units sold by you (or any Underwriter) pursuant to this Agreement. Provided further, subject to adjustment as however, the Representative in its sole discretion and any other Underwriter shall make be entitled to eliminate receive Underwriter's Warrants based solely upon sales of Units actually placed by the Representative or any sales or purchases of fractional shares, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereofother Underwriter. (bii) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject Pursuant to the terms and conditions herein set forthNASD Rule 2710, the Company hereby grants an option to the Underwriters to purchase all Underwriter's Warrants may not be sold, hypothecated, exercised, assigned or any part transferred for a period of an additional 75,000 Units at a price of $______ per Unit [90% of one year after the initial public offering price]. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of Xxxxx & Company, Inc. at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In additionStatement, in the event that any except to partners or all officers of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell including the Representative's Warrants to the Representative at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 shares of Common Stock and/or 50,000 Redeemable Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date).

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to The Firm Securities. Upon the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe several Underwriters at the combined price per Firm Share and accompanying Firm Warrant set forth in Schedule A (the “Purchase Price”), which Purchase Price shall be allocated as $1.5548 per Firm Share (the “Per Share Purchase Price”) and each Underwriter agrees to purchase from $0.0092 per Firm Warrant (the Company at a price of $______ per Unit [90% of “Per Warrant Purchase Price”), the initial public offering price], that number of Firm Securities Shares and accompanying Firm Warrants set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on . On the basis of the representations, warranties, covenants warranties and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters agree, severally and not jointly, to purchase all or any part from the Company the respective number of an additional 75,000 Units Firm Shares and accompanying Firm Warrants at a price the Purchase Price, set forth opposite their names on Schedule A. (b) The First Closing Date. Delivery of $______ per Unit [90% of the initial public offering price]. The option granted hereby will expire 45 days after (i) book-entry entitlements for the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules Firm Shares and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only certificates for the purpose of covering over-allotments which may Firm Warrants to be made in connection with the offering and distribution of the Firm Securities upon notice purchased by the Representative to the Company setting forth the number of Option Securities as to which Representative is then exercising the option Underwriters and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities therefor shall be made at the offices of Xxxxx & CompanyXxxx Xxxxxxxx LLP, Inc. at 000 Xxxxxxx Xxxx Xxxxxxxx LLP, 0000 X. Xxxxxxxxxx Xxxxxx, Xxx Xxxx Xxxx, Xxx Xxxx, 00000, XX 00000 (or at such other place as shall may be agreed upon to by the Representative Company and the Company. Such delivery and payment shall be made Representatives) at 10:00 a.m. (New York City Eastern time) , on __________March 5, 1999 2024 or at such other time and date as the Representatives shall be agreed upon designate by notice to the Representative and Company (the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein such closing are called "the “First Closing Date"”). In addition, in The Company hereby acknowledges that circumstances under which the event that any or all of Representatives may provide notice to postpone the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option First Closing Date as specified in originally scheduled include, but are not limited to, any determination by the notice from Company or the Representative Representatives to recirculate to the Company. Delivery public copies of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment an amended or supplemented Prospectus or a delay as contemplated by the Underwriters provisions of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may beSection 11. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 shares of Common Stock and/or 50,000 Redeemable Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Company at a price of $____ per Unit, consisting of $_____ per Unit [90% share of the initial public offering price]Common Stock and $_____ per Redeemable Warrant, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of an additional 75,000 Units 450,000 shares of Common Stock and/or 225,000 Redeemable Warrants at a price of $___ per share of Common Stock and $____ per Unit [90% of the initial public offering price]Redeemable Warrant. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of Xxxxx & Company, Inc. at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 2000 or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a purchase price in the aggregate of $.0001 per warrant15.00, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 300,000 shares of Common Stock and/or 50,000 150,000 Redeemable Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable WarrantsUnits. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $______ per Unit [9093% of the initial public offering price]] per share of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase purchase, severally and not jointly, all or any part of an additional 75,000 Units the Option Shares at a price of $______ per Unit [9093% of the initial public offering price]] per share. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative Representatives to the Company setting forth the number of Option Securities Shares as to which Representative is the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven 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 Representative Representatives and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx & CompanyXxxxxx, Xxxxxxx Inc. at 000 0000 Xxxxxxx Xxxxxx, Xxx XxxxBethpage, Xxx Xxxx, 00000New York 11714, or at such other place as shall be agreed upon by the Representative Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on _______________, 1999 2000 or at such other time and date as shall be agreed upon by the Representative Representatives and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-above mentioned office of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company on each Option Closing Date as specified in the notice from the Representative Representatives to the Company. Delivery of the certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters against payment by the Underwriters Underwriters, severally and not jointly, of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for the Firm Securities Shares and the Option SecuritiesShares, if any, by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in its discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, 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 Representative 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 Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative Representatives at such office or such other place as the Representative Representatives may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative Representatives, Representatives' Warrants at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 280,000 shares of Common Stock and/or 50,000 Redeemable WarrantsStock. The Representative's Representatives' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling [one hundred twenty sixty-five percent (120165%) )] of the initial public offering price of the shares of Common Stock and Redeemable WarrantsStock. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 4.2 to the Registration Statement. Payment for the Representative's Representatives' Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Company at a price of $______ per Unit share [90% of the initial public offering price]] of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of an additional 75,000 Units 187,500 shares of Common Stock at a price of $______ per Unit share of Common Stock [90% of the initial public offering price]. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative to the Company setting forth the number of Option Securities Shares as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx & CompanyGilford Securities Incorporated at 850 Third Avenue, Inc. at 000 Xxxxxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx, 00000New York 10022, or at such other place as shall be agreed upon by the Representative xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxx and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 1998 or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for the Firm Securities Shares and the Option SecuritiesShares, if any, by New York Clearing House funds. Certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, 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 Representative 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 Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell to the Representative, Representative's Warrants to the Representative at a purchase price of $.0001 [___] per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 125,000 shares of Common Stock and/or 50,000 Redeemable WarrantsStock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable WarrantsStock. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 __ to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Company at a price of $_______ per Unit [90% of the initial public offering price]] per share of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of an additional 75,000 Units 187,500 shares of Common Stock at a price of $______ per Unit [90% of the initial public offering price]] per share of Common Stock. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative to the Company setting forth the number of Option Securities Shares as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx & Company, Inc. Gilford Securities Incorporated at 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on __________, 1999 1996 or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-above mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for the Firm Securities Shares and the Option SecuritiesShares, if any, by New York Clearing House funds. Certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, 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 Representative 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 Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell to the Representative, Representative's Warrants to the Representative at a purchase price of $.0001 .001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 125,000 shares of Common Stock and/or 50,000 Redeemable WarrantsStock. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable WarrantsStock. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 4.3 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees severally and not jointly to purchase from the Company at a price of $____ per share of Common Stock and $____ per Unit [90% of the initial public offering price]Warrant, that number of Firm Securities set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative Underwriter in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereofSchedule A hereto. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of an additional 75,000 150,000 Units (450,000 shares of Common Stock and 600,000 Warrants) at a price of $______ per Unit [90% of the initial public offering price]Unit. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which Representative is then exercising the option and the time and date of payment and delivery for any such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven 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 Representative and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities shall be delivered unless the Firm Securities shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment The Company will deliver the Firm Securities to the Representative in the forms described below for the accounts of the Underwriters, against payment of the purchase price forin Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, and delivery in the case of certificates for, the Firm Securities shall to be made sold by the Company, at the offices of office Xxxxx & Company, Inc. at Inc., 000 Xxxxxxx Xxxxxx, Xxx xxx Xxxx, Xxx XxxxXX at 9:30 AM, 00000, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) , on __________, 1999 2001, or at such other time and date as shall be agreed upon by the Representative and the Company, but not less than three (3) nor more later than seven (7) full business days after thereafter as you and the effective date of the Registration Statement (Company determine, such time and date of payment and delivery being herein called referred to as the "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities of the Company and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a purchase price in the aggregate of $.0001 per warrant50.00, which such warrants shall entitle the holders thereof to purchase an aggregate up to 100,000 Units consisting of 100,000 300,000 shares of Common Stock and/or 50,000 Redeemable and 400,000 Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable WarrantsUnits. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $______ per Unit [90% share of the initial public offering price]Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section SECTION 11 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase all or any part of an additional 75,000 Units at a price of $______ per Unit [90% of the initial public offering price]Option Shares. The option granted hereby will expire 45 30 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative Representatives to the Company setting forth the number of Option Securities Shares as to which Representative is the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven 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 Representative Representatives and the Company. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx Xxxxxxxxxx & CompanyCo. Inc., Inc. at 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, or at such other place as shall be agreed upon by the Representative Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on _______________, 1999 1997 or at such other time and date as shall be agreed upon by the Representative Representatives and the Company, but not less than three (3) nor more than seven (7) 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 Securities Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Shares shall be made at the above-above mentioned office of the Representative Representatives or at such other place as shall be agreed upon by the Representative Representatives and the Company on each Option Closing Date as specified in the notice from the Representative Representatives to the Company. Delivery of the certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, shall be made to the Underwriters against payment by the Underwriters Underwriters, severally and not jointly, of the purchase price for the Firm Securities Shares and the Option SecuritiesShares, if any, to the order of the Company for the Firm Securities Shares and the Option SecuritiesShares, if any, by New York Clearing House funds. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Certificates for the Firm Securities Shares and the Option SecuritiesShares, if any, 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 Representative 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 Securities Shares and the Option SecuritiesShares, if any, shall be made available to the Representative Representatives at such office or such other place as the Representative Representatives may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative Representatives, Representatives' Warrants at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 195,750 shares of Common Stock and/or 50,000 Redeemable WarrantsStock. The Representative's Representatives' Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable WarrantsStock. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Representatives' Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 [4.2] to the Registration Statement. Payment for the Representative's Representatives' Warrants shall be made on the Closing Date.

PURCHASE, SALE AND DELIVERY OF THE SECURITIES AND REPRESENTATIVE'S WARRANTS. (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $_______ per Unit [9093% of the initial public offering price]] per share of Common Stock, that number of Firm Securities Shares set forth in Schedule A opposite the name of such Underwriter, subject to adjustment as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional number of Firm Securities Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 12 hereof. (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company each Selling Stockholder hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase all or any part of an additional 75,000 Units 150,000 shares of Common Stock at a price of $______ per Unit [9093% of the initial public offering price]] per share of Common Stock. The option granted hereby will expire 45 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Rules and Regulations, or (ii) the date of this Agreement if the Company has elected to rely upon Rule 430A under the Rules and Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities Shares upon notice by the Representative Representatives to the Company and the Selling Stockholders setting forth the number of Option Securities Shares as to which Representative is the several Underwriters are then exercising the option and the time and date of payment and delivery for any such Option SecuritiesShares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven 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 Representative Representatives, the Company and the CompanySelling Stockholders. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Securities Shares shall be delivered unless the Firm Securities Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities Shares shall be made at the offices of Xxxxx Xxxxxxxxxx Xxxx & Company, Inc. Xxxx Incorporated at 000 Xxxxxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, or at such other place as shall be agreed upon by the Representative Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on _______________, 1999 1997 or at such other time and date as shall be agreed upon by the Representative Representatives and the Company, but not less than three (3) nor more than seven (7) full business days after the effective date of the Registration Statement (such time and date of payment and delivery being herein called "Closing Date"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of the Representative or at such other place as shall be agreed upon by the Representative and the Company on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery of the certificates for the Firm Securities and the Option Securities, if any, shall be made to the Underwriters against payment by the Underwriters of the purchase price for the Firm Securities and the Option Securities, if any, to the order of the Company for the Firm Securities and the Option Securities, if any, by New York Clearing House funds. Certificates for the Firm Securities and the Option Securities, if any, 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 Representative 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 Securities and the Option Securities, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date, as the case may be. (d) On the Closing Date, the Company shall issue and sell the Representative's Warrants to the Representative at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 100,000 shares of Common Stock and/or 50,000 Redeemable Warrants. The Representative's Warrants shall be exercisable for a period of four (4) years commencing one (1) year from the effective date of the Registration Statement at a price equaling one hundred twenty percent (120%) of the initial public offering price of the shares of Common Stock and Redeemable Warrants. The Representative's Redeemable Warrants are identical to the Redeemable Warrants. The Representative's Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 1.2 to the Registration Statement. Payment for the Representative's Warrants shall be made on the Closing Date.time